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漳州发展: 第八届董事会2025年第四次临时会议公告

Core Viewpoint - Fujian Zhangzhou Development Co., Ltd. has approved a plan to issue A-shares to specific investors, including its controlling shareholder, Zhanglong Group, to raise funds for various projects [1][2][3]. Group 1: Meeting Resolutions - The board of directors confirmed that the company meets the conditions for issuing A-shares to specific investors [1]. - The proposal for the issuance of A-shares was approved with a vote of 4 in favor and 0 against [2]. - The controlling shareholder, Zhanglong Group, intends to subscribe for at least 20% of the total shares issued [3][4]. Group 2: Issuance Details - The shares will be domestic listed ordinary shares (A-shares) with a par value of RMB 1.00 each [2]. - The issuance will be subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][5]. - The maximum number of shares to be issued will not exceed 30% of the company's total share capital prior to the issuance, which is approximately 297,444,321 shares [6]. Group 3: Fund Utilization - The total amount to be raised from this issuance is capped at RMB 1,050 million, which will be allocated to specific projects, including ecological restoration and solar power generation [9]. - The company will adjust the investment priorities based on the actual amount raised and project needs if the net amount raised is less than planned [9]. Group 4: Related Transactions - The issuance constitutes a related party transaction due to Zhanglong Group's involvement, and the related director has abstained from voting [2][17]. - The board has proposed to seek shareholder approval for Zhanglong Group to be exempt from making a tender offer for additional shares due to its existing stake exceeding 30% [18]. Group 5: Future Steps - The company plans to hold a shareholder meeting on August 20, 2025, to discuss and approve the proposed issuance and related matters [21].