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至正股份: 至正股份第四届董事会独立董事第四次专门会议审核意见

Core Viewpoint - The company is undergoing a significant asset restructuring involving the acquisition of Advanced Assembly Materials International Ltd. (AAMI) and the divestment of its wholly-owned subsidiary, Shanghai Zhizheng New Materials Co., Ltd. [1][2] Group 1: Meeting Details - The fourth special meeting of the independent directors of the company was held on July 15, 2025, with all three independent directors present, complying with relevant laws and regulations [1]. - The meeting unanimously agreed to waive the notice period for the meeting [1]. Group 2: Transaction Overview - The company plans to acquire a stake in AAMI through a major asset swap, issuance of shares, and cash payment, while divesting 100% of its subsidiary [1]. - The cash buyback of 12.49% equity in AAMI from Hong Kong Zhixin United Co., Ltd. is recognized as part of the transaction, with a buyback amount of 437.7213 million yuan [1][2]. - The proposed equity stake in AAMI will be adjusted from 99.97% to 87.47%, and the transaction price for the assets will be revised from 3.5064312 billion yuan to 3.0687099 billion yuan [1][2]. Group 3: Compliance and Protection of Interests - The adjustments to the transaction plan are deemed beneficial for protecting the legal rights of shareholders, especially minority shareholders, and comply with relevant laws and regulations [1]. - The company has revised relevant documents to ensure compliance with the Securities Law and regulations regarding major asset restructuring [2].