CMST(SH:600787) Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-09-20 00:38Core Viewpoint - The company has decided to cancel its supervisory board and amend its articles of association, which will be submitted for shareholder approval [46][47]. Group 1: Board Meeting Decisions - The company held its ninth board meeting on September 18, 2025, where all nine directors attended and unanimously approved the proposal to cancel the supervisory board and amend the articles of association [1][3]. - The board also approved a proposal for a debt-to-equity swap involving the company's 65% debt claim against Zhongchu Hengkai IoT System Co., Ltd., which will be transferred to China Packaging Co., Ltd. for 156,584,193.66 yuan [4][10]. Group 2: Debt-to-Equity Swap Details - The company will convert 84,314,565.82 yuan of its debt into paid-in capital for Zhongchu Hengkai, increasing the registered capital of Zhongchu Hengkai accordingly [10][12]. - The debt-to-equity swap will result in a new ownership structure where China Packaging holds 65% and the company retains 35% of Zhongchu Hengkai [10][18]. Group 3: Related Transactions - The transaction is classified as a related party transaction, with the board ensuring that related directors recused themselves from the vote [5][13]. - The company has conducted two related transactions with China Logistics Group and its controlled enterprises in the past 12 months, totaling 461,789,848.59 yuan [11][41]. Group 4: Financial Impact and Governance Changes - The cancellation of the supervisory board is expected to streamline governance and enhance operational efficiency, aligning with the company's strategic goals [46][47]. - The company will not face adverse impacts on its financial status or operational results due to the transaction, and it will not lead to any conflicts of interest or non-operational fund occupation by the controlling shareholders [36][37].