豫光金铅: 河南豫光金铅股份有限公司第九届董事会独立董事专门会议2025年第六次会议决议

Core Viewpoint - The company has convened a special meeting of the independent directors to review and approve the proposal for issuing shares to specific targets, which is deemed compliant with relevant laws and regulations [1][2][5]. Group 1: Approval of Stock Issuance - The independent directors unanimously approved the proposal regarding the company's eligibility to issue shares to specific targets, agreeing to submit this proposal to the board for further review [1][2]. - The stock to be issued will be domestic listed RMB ordinary shares (A shares) with a par value of RMB 1.00 per share, and the issuance price is set at RMB 6.74 per share, which is not lower than 80% of the average trading price over the previous 20 trading days [2][3]. - The total number of shares to be issued will not exceed 59,347,181 shares, accounting for no more than 30% of the company's total share capital after excluding treasury shares [3][4]. Group 2: Use of Proceeds - The total amount to be raised from this issuance will not exceed RMB 400 million, which will be used entirely to supplement working capital and repay bank loans [4][5]. - The independent directors confirmed that the plan for the use of raised funds aligns with legal and regulatory requirements and does not harm the interests of shareholders, especially minority shareholders [8][9]. Group 3: Shareholder Return Plan - The company has established a shareholder return plan for the next three years (2025-2027) to ensure a stable profit distribution policy and protect investors' rights [8][9]. - The independent directors believe that this plan complies with relevant laws and regulations and does not harm the interests of shareholders [9][10]. Group 4: Related Party Transactions - The issuance of shares to the controlling shareholder, Henan Yuguang Jinlan Group Co., Ltd., constitutes a related party transaction, which has been deemed appropriate and reasonable by the independent directors [10][11]. - The independent directors have agreed to the signing of a subscription agreement with conditions precedent, ensuring compliance with legal and regulatory standards [11][12]. Group 5: Authorization for Issuance - The company seeks authorization from the shareholders' meeting for the board of directors to handle all matters related to the issuance of shares to specific targets, including adjustments based on market conditions [12][13]. - This authorization will remain valid until the completion of the issuance-related matters [13][14]. Group 6: Previous Fund Usage Report - The company has prepared a special report on the usage of previously raised funds, which has been verified by an accounting firm, confirming compliance with legal and regulatory requirements [15][16].