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飞鹿股份: 第五届董事会第八次会议决议公告

Group 1 - The company held its eighth board meeting on August 22, 2025, where it confirmed compliance with the conditions for issuing shares to specific targets [1][2] - The board approved the proposal for the 2025 annual issuance of shares to specific targets, which will involve issuing domestic listed RMB ordinary shares (A-shares) at a par value of RMB 1.00 per share [2][3] - The issuance will be conducted entirely through a specific target issuance method, with Shanghai Xiaoguang Intelligent Technology Co., Ltd. as the target for cash subscription [3][4] Group 2 - The pricing benchmark date for the issuance is the announcement date of the board's resolution, with the issuance price set at RMB 8.08 per share, not lower than 80% of the average trading price over the previous 20 trading days [3][4] - The total number of shares to be issued will not exceed 40 million shares and not be less than 32 million shares, accounting for no more than 30% of the company's total share capital prior to the issuance [4][5] - The funds raised from this issuance will not exceed RMB 323.2 million, and the net proceeds will be used entirely to supplement working capital [5][6] Group 3 - The board approved the feasibility analysis report for the use of funds raised from the issuance, confirming its alignment with the company's actual situation and development needs [8][9] - The board also approved the report on the use of previous fundraising, which was reviewed and verified by an independent auditor [9][10] - The board discussed measures to mitigate the dilution of immediate returns due to the issuance and received commitments from relevant parties to ensure these measures are implemented [10][11] Group 4 - The board approved the signing of a conditional share subscription agreement with the specific target, which constitutes a related party transaction [11][12] - The company plans to implement a shareholder return plan for the next three years (2025-2027) to ensure stable and continuous returns for investors [12][13] - The board proposed to authorize itself to handle all matters related to the issuance of shares to specific targets, including adjustments based on market conditions and regulatory requirements [13][14] Group 5 - The company will hold its fourth extraordinary general meeting of shareholders on September 10, 2025, to further discuss the approved proposals [15][16] - The board's resolutions will be valid for twelve months from the date of approval by the shareholders [14][17]