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新凤鸣集团股份有限公司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, to discuss and approve the acquisition of 100% equity of Zhejiang Saimeier New Material Technology Co., Ltd. from its controlling shareholder, New Fengming Holdings Group Co., Ltd. [2][3][11] - The transaction price for the acquisition is RMB 102,374,471.52, which represents a premium of RMB 2,367,396.03 or 2.37% over Saimeier's net assets of RMB 100,007,075.49, primarily due to land valuation appreciation [3][18][32] - The funding for the acquisition will come from the company's own funds, and the transaction does not constitute a major asset restructuring as defined by relevant regulations [3][21][41] Group 2 - The acquisition aims to reduce the company's reliance on external oil agent suppliers, decrease intermediate links, and achieve partial self-supply of oil agents, thereby lowering production costs and enhancing operational stability and sustainable profitability [17][19][41] - The transaction has been approved by the Board of Directors and does not require submission to the shareholders' meeting due to the nature of the transaction and its financial implications [16][44] - The company has had minimal related party transactions with New Fengming Holdings in the past 12 months, totaling RMB 39,008.74, which does not exceed the thresholds requiring shareholder approval [16][45]