卧龙新能: 卧龙新能2025年第三次临时股东大会会议资料

Core Viewpoint - The company is planning to sell 90% of its stake in Shanghai Mining to Zhejiang Wolong Shenyu Investment Co., Ltd, which is a significant asset sale and constitutes a major asset restructuring according to relevant regulations [4][10][22]. Meeting Notice - The company emphasizes the importance of maintaining shareholder rights and ensuring orderly conduct during the shareholder meeting [1][2]. - Shareholders are required to bring identification and arrive on time for registration [1][2]. Meeting Agenda - The meeting is scheduled for June 30, 2025, at 1:00 PM in Shaoxing, Zhejiang Province [4]. - The agenda includes discussions on the major asset sale, compliance with regulations, and the independence of the evaluation agency [4][5][6]. Proposed Resolutions - The company proposes to transfer 90% of its stake in Shanghai Mining, with the transaction price set at approximately 191.11 million yuan after adjustments for cash dividends [7][8]. - The evaluation of the asset was conducted by Zhonglian Asset Appraisal Group, with the total value of 100% of Shanghai Mining assessed at 226.9 million yuan [7][18]. Compliance and Legal Framework - The transaction complies with the Company Law, Securities Law, and relevant asset restructuring regulations [6][30]. - The company has ensured that all necessary legal procedures have been followed, and the documentation is valid [30][31]. Financial Impact - The asset sale is expected to enhance the company's operational capabilities and focus on renewable energy business, resolving any competition issues with its controlling shareholder [20][21]. Shareholder Rights - Shareholders are reminded of their rights to speak, inquire, and vote during the meeting, while also being required to respect the meeting's order [2][3]. Evaluation and Independence - The evaluation agency's independence and the appropriateness of the evaluation methods have been confirmed, ensuring fair pricing for the transaction [16][31].