*ST威尔: 第九届监事会第六次（临时）会议决议公告

Core Viewpoint - The company, Shanghai Weitai Industrial Automation Co., Ltd., is planning a significant asset acquisition involving the purchase of 51% of shares in Shanghai Zijiang New Materials Technology Co., Ltd. through cash payment, which will allow the company to consolidate Zijiang into its financial statements [1][2]. Group 1: Transaction Details - The company intends to acquire a total of 30,285,330 shares, representing 51% of Zijiang's total shares [1][2]. - The total transaction price is set at RMB 545.8573 million, based on an asset valuation report that assessed Zijiang's total equity at RMB 1.0703085 billion after accounting for a cash dividend distribution [4][7]. - The payment for the shares will be made in two installments: 51% within 30 days of the agreement's effectiveness and the remaining 49% within 90 days after the asset transfer [5][6]. Group 2: Performance Commitments - The performance commitment period for Zijiang is set for three consecutive fiscal years starting from the year of transaction completion, with net profit targets of RMB 65.5 million, RMB 78.5 million, and RMB 95.8 million for 2025, 2026, and 2027 respectively [7][8]. - If Zijiang fails to meet the cumulative profit targets, the performance commitment party will be obligated to compensate the company based on a specified formula [8][9]. Group 3: Regulatory Compliance - The transaction has been deemed to comply with relevant laws and regulations governing major asset restructurings, including the Company Law and Securities Law of the People's Republic of China [10][11]. - The company has confirmed that the transaction constitutes a related party transaction due to shared control between the parties involved [11][12]. Group 4: Meeting Outcomes - The supervisory board meeting could not reach a resolution due to the absence of a majority of non-related supervisors, necessitating that the proposals be submitted directly to the shareholders' meeting for approval [1][10].