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长鸿高科: 董事会关于本次交易履行法定程序的完备性、合规性及提交法律文件的有效性的说明

Group 1 - The company plans to acquire 100% equity of Guangxi Changke New Materials Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments, while also raising supporting funds from no more than 35 specific investors [1][2] - The company has taken necessary confidentiality measures during preliminary negotiations with the counterparty and has registered insider information with the Shanghai Stock Exchange [2][3] - The company's stock was suspended from trading starting July 8, 2025, due to the planned issuance of shares and convertible bonds for asset acquisition, with progress updates disclosed during the suspension period [2][3] Group 2 - The company's board of directors has received preliminary consent from the controlling shareholder and actual controller regarding the transaction [2][3] - On July 17, 2025, the company's board and supervisory board approved the transaction-related proposals, although the shareholder meeting will not be convened until the audit and evaluation work is completed [3][5] - The company has signed a conditional agreement with the counterparty for the asset purchase and has prepared necessary legal documents in compliance with relevant laws and regulations [3][5] Group 3 - The board asserts that all legal documents submitted regarding the transaction are free from false records, misleading statements, or significant omissions, and the board members bear legal responsibility for the authenticity and completeness of these documents [5][6] - The board believes that the legal documents submitted to regulatory bodies, including the Shanghai Stock Exchange, are valid and comply with applicable laws and regulations [6]