新凤鸣: 第六届董事会第三十九次会议决议公告

Group 1 - The company held its 39th meeting of the 6th Board of Directors on September 5, 2025, with all 8 directors present, ensuring compliance with legal regulations [1][2] - The Board approved a resolution to sign a share transfer agreement to acquire 100% equity of Zhejiang Samir New Materials Technology Co., Ltd. from Xin Fengming Holdings, with a transaction price reflecting a 2.37% premium due to land valuation increase [1][2] - The funding for this acquisition will come from the company's own funds [1] Group 2 - The transaction is classified as a related party transaction but does not meet the criteria for a major asset restructuring as per regulations [2] - In the past 12 months, the related party transactions between the company and Xin Fengming Holdings did not exceed 30 million yuan and did not account for more than 5% of the company's latest audited net assets [2] - The proposal was reviewed and approved by the independent directors and was passed with 5 votes in favor, with no opposition or abstentions [2]