江苏综艺股份有限公司2025年第一次临时股东会决议公告

Meeting Overview - The shareholders' meeting was held on September 12, 2025, in Nantong, Jiangsu Province [1] - The meeting was convened by the company's board and conducted through a combination of on-site and online voting, complying with the Company Law and Articles of Association [1] - All 7 current directors attended the meeting, along with the board secretary and senior management [1] Resolutions Passed - The following resolutions were approved: - The transaction complies with relevant laws and regulations [2] - The transaction constitutes a major asset restructuring but does not qualify as a restructuring listing [2] - The overall plan for the major asset restructuring transaction [2] - The transaction targets [2] - The transaction price and pricing basis [2] - The source of funds for the transaction [2] - Payment terms for the transaction price [2] - Validity period of the resolutions [2] - The major asset purchase report and its summary [2] - The transaction does not constitute a related party transaction [3] - Compliance with regulatory guidelines for major asset restructuring [3] - No disqualifying conditions for involved parties in the restructuring [3] - Signing of the capital increase agreement with conditions [3] - Signing of the supplementary agreement to the capital increase agreement [3] - Completeness and compliance of legal procedures for the transaction [3] - Stock price fluctuation prior to the transaction announcement [4] - Asset purchase and sale activities in the past 12 months [4] - Confidentiality measures and systems related to the transaction [4] - Audit reports, review reports, and asset evaluation reports related to the transaction [4] - Independence of the evaluation agency and fairness of transaction pricing [4] - Measures to mitigate immediate return dilution and compensation [4] - Authorization for the board and its representatives to handle transaction-related matters [4] Legal Verification - The meeting was witnessed by Jiangsu Century Tongren Law Firm, confirming that the convening and procedures of the meeting complied with legal and regulatory requirements [5] - The qualifications of attendees and the convenor were deemed valid, and the voting procedures and results were confirmed as legal and effective [5]