Group 1 - The company has proposed to cancel its supervisory board and amend its articles of association and governance rules, which require approval from the shareholders' meeting [5][6][7][8]. - The board meeting held on July 22, 2025, was attended by all 10 directors, and the proposals were unanimously approved [5][21]. - The company will also appoint a new independent director, Mr. Yu Fang, whose qualifications will be subject to review by the Shanghai Stock Exchange [9][10]. Group 2 - The company plans to transfer all its shares in Zhongjiao Photovoltaic Technology Co., Ltd. to China Urban Holdings Group for a transaction price of RMB 34.3824 million [17][20]. - This transaction is classified as a related party transaction and does not constitute a major asset restructuring [18][49]. - The board has confirmed that the transaction price is fair and based on an asset evaluation report, which indicated an increase in value of 2.64% [38][40]. Group 3 - The evaluation of Zhongjiao Photovoltaic's total equity was conducted using both asset-based and income approaches, with the income approach being selected as the final assessment method [35][39]. - The company has confirmed that the transaction will not adversely affect its financial status or operational results [48]. - There have been no other significant related party transactions with China Urban Holdings in the past 12 months, aside from this transaction [52].
上海振华重工(集团)股份有限公司 第九届董事会第十四次会议决议公告