沈阳惠天热电股份有限公司第十届董事会2025年第十次临时会议决议公告

Group 1 - The company held its tenth temporary board meeting on September 19, 2025, where all nine directors were present and the meeting was chaired by the chairman Zheng Yun [2][3][4] - The board approved the proposal regarding the heat purchase related party transaction with a unanimous vote of 9 in favor [4][5] - The independent directors held a special meeting on the same day and unanimously approved the related party transaction proposal [6][22] Group 2 - The company plans to purchase heat from China Resources Power (Shenyang) Co., Ltd. for the 2025-2026 heating season, with a maximum purchase price of 48 yuan per gigajoule and an estimated total transaction amount not exceeding 500 million yuan [11][16] - This transaction constitutes a related party transaction, accounting for 272.46% of the company's latest audited net assets [11][12] - The independent directors believe that the pricing of the transaction is fair and reasonable, based on market prices and production costs [22] Group 3 - The company received a proposal from its controlling shareholder to add a temporary proposal regarding the heat purchase transaction to the upcoming sixth temporary shareholders' meeting scheduled for September 29, 2025 [28][33] - The controlling shareholder holds 29.99% of the company's total shares, qualifying them to propose the addition of the temporary proposal [29] - The board agreed to submit the proposal to the shareholders' meeting for approval [33] Group 4 - The company is involved in a new lawsuit where its subsidiary, Shenyang Second Heating Supply Co., Ltd., is the second defendant in a contract dispute, with the amount in question being 39.15 million yuan [59][60] - The court has accepted the case, and the hearing is scheduled for October 16, 2025 [62] - The lawsuit is not expected to have a significant impact on the company's current or future profits [61][67]