Core Viewpoint - The company has approved a supplementary agreement regarding the acquisition of Zhengzhou Lvyuan Kitchen Waste Treatment Co., Ltd, which aims to enhance its strategic focus on organic waste treatment and resource utilization [4][12]. Group 1: Meeting and Decision - The company's 11th Board of Directors held its 23rd meeting on September 17, 2025, where all 7 attending directors unanimously approved the proposal regarding the acquisition [1][2]. - The meeting complied with the relevant regulations of the Company Law of the People's Republic of China and the company's articles of association [1]. Group 2: Transaction Background - The company previously approved the acquisition of 100% equity of Zhengzhou Lvyuan on November 28, 2024, with the cash purchase involving Zhengzhou Yutong Environmental Technology Co., Ltd holding 51% and Tsinghua Tongfang Co., Ltd holding 49% of the target company [4][5]. - The transfer of 49% equity was completed, and the transfer of the remaining 51% is expected to be finalized soon [5][6]. Group 3: Transaction Progress - The Zhengzhou Urban Management Bureau has approved the equity transfer, confirming that all conditions of the original transfer agreement have been met [7]. - A supplementary agreement has been proposed to address potential adjustments in service fee standards for kitchen waste treatment from 2025 to 2027, allowing both parties to share the risks and benefits of any changes [7][9]. Group 4: Payment Arrangements - The agreement outlines specific payment arrangements for adjustments in service fees, including a formula for calculating changes in the transfer price based on the impact of government audits on service fees [9][10]. - If the average daily disposal amount of kitchen waste is below 325 tons from 2025 to 2027, the transfer price will be calculated based on actual amounts [11]. Group 5: Impact on the Company - The supplementary agreement does not alter the terms of the original equity transfer agreement and is expected to facilitate the swift completion of the equity transfer and subsequent operations [12]. - The completion of this transaction is not anticipated to have a significant adverse effect on the company's main business, financial status, or operational results [12].
山高环能集团股份有限公司第十一届董事会第二十三次会议决议公告