中成股份: 中成股份第九届监事会第二十三次会议决议公告

Core Viewpoint - The company plans to issue shares to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. from China Technology Import & Export Group Co., Ltd. and simultaneously raise supporting funds, which does not constitute a major asset restructuring as per relevant regulations [1][2][26]. Group 1: Meeting and Voting Results - The ninth supervisory board meeting was held on August 29, 2025, with all three supervisors present, complying with legal and regulatory requirements [1]. - The proposal to issue shares for asset acquisition and raise supporting funds was approved with a voting result of 2 in favor, 0 against, and 0 abstentions [2][3]. Group 2: Asset Valuation and Transaction Details - The target asset, Zhongji Jiangsu, was valued at 115.3657 million yuan, with the final transaction price set at 151.4629 million yuan after negotiations [4][5]. - The company will issue 13,535,558 shares at a price of 11.19 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [5][6]. Group 3: Fundraising and Use of Proceeds - The company plans to raise up to 151.40 million yuan through the issuance of shares, with the funds allocated for the Dongguan Base Energy Saving Service Phase II project and to supplement working capital [22][19]. - The fundraising will be conducted through a private placement to no more than 35 specific investors, with the final issuance price to be determined based on market conditions [19][20]. Group 4: Performance Commitment and Compensation - The performance commitment period for the acquired assets is set for three consecutive fiscal years starting from the year of completion, with a minimum net profit commitment of 10.1566 million yuan for each year [14][15]. - In case of performance shortfalls, the performance guarantor will compensate the company, primarily through shares obtained from the transaction [16][17]. Group 5: Regulatory Compliance and Approval - The transaction is subject to approval by the company's shareholders and must comply with the relevant regulations of the Shenzhen Stock Exchange and the China Securities Regulatory Commission [23][26]. - The supervisory board confirmed that the transaction does not constitute a major asset restructuring as defined by the regulations, ensuring compliance with all legal procedures [26][27].