天津友发钢管集团股份有限公司第五届董事会第十八次会议决议公告

Group 1 - The company held its fifth board meeting on June 6, 2025, where all nine directors participated, and the meeting was chaired by Chairman Li Maojin [2][4][5] - The board approved the acquisition of 70.96% equity in Jilin Huaming Pipe Industry Co., Ltd. to enhance market share and brand influence in Northeast China, thereby strengthening the company's position in the domestic welded pipe industry [4][11][35] - The acquisition will be financed through cash transactions using the company's own funds, with a total investment of 4,740.128 million yuan for the equity purchase [28][33] Group 2 - The board also approved an adjustment to the exercise price of the "Win-Win No. 1" stock option incentive plan, reducing it from 4.91 yuan to approximately 4.76 yuan due to a cash dividend distribution of 0.15 yuan per share [6][20][22] - The adjustment was deemed necessary following the approval of the profit distribution plan at the 2024 annual shareholders' meeting [14][19] - The monitoring committee confirmed that the adjustment complies with relevant regulations and does not harm the interests of shareholders, especially minority shareholders [22][23] Group 3 - The acquisition of Jilin Huaming is part of the company's national layout strategy, aimed at filling production capacity gaps in the region and enhancing competitive advantages [35][36] - The transaction is classified as a related party transaction, as the selling parties are controlled by individuals related to the company's chairman [28][36] - The company has received a performance compensation commitment from the seller, ensuring that if the net profit of Jilin Huaming falls below 9,791,194.56 yuan over three years, the seller will compensate for the shortfall [28][51]