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*ST花王: 2025年第四次临时股东会会议资料

Core Viewpoint - The company is holding its fourth extraordinary general meeting of shareholders in 2025 to discuss various proposals, including a significant asset acquisition involving the purchase of a 55.50% stake in Anhui Niwei Automotive Power Systems Co., Ltd. [6][9][10] Group 1: Meeting Procedures - The meeting will be conducted with a combination of on-site and online voting, scheduled for August 1, 2025, at 14:30 in Danyang, Jiangsu Province [6][8] - Shareholders must arrive 30 minutes prior to the meeting for registration, presenting necessary identification and proof of shareholding [2][3] - The meeting will follow strict procedures to ensure order, including a limit on speaking time for shareholders and a prohibition on interruptions during presentations [3][4] Group 2: Proposals for Discussion - Proposal 1 involves the revision of certain governance systems to enhance operational standards and governance structure [6][7] - Proposal 2 pertains to the legality of the transaction involving the acquisition of a 55.50% stake in Niwei Power, with a total investment of 22,256,832 yuan [8][9] - Proposal 3 states that the transaction constitutes a significant asset restructuring, meeting the criteria set forth in relevant regulations [9][10] Group 3: Financial and Legal Considerations - The acquisition is based on an asset valuation report indicating the total value of Niwei Power's equity at 1,223.15 million yuan, with the 50.11% stake valued at 612.92 million yuan [12][28] - The company will utilize its own and raised funds to finance the acquisition, with performance commitments from the sellers to ensure profitability over the next three years [12][13] - The transaction has been reviewed and approved by various committees within the company, ensuring compliance with legal and regulatory requirements [18][19][20] Group 4: Shareholder Rights and Protections - Shareholders are entitled to speak, inquire, and vote during the meeting, with specific procedures in place to manage these rights effectively [3][4] - The company has committed to transparency and fairness in the transaction process, ensuring that all shareholders' interests are protected [21][22][23] - Measures are in place to address any potential dilution of immediate returns resulting from the acquisition, with commitments from major stakeholders to uphold these measures [24][25][26]