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中核华原钛白股份有限公司 第八届董事会第四次(临时)会议决议公告

Group 1 - The company held its fourth temporary board meeting on September 23, 2025, with all nine directors present, and the meeting complied with relevant laws and regulations [2][3]. - The board approved a proposal for a related party transaction involving the sale of 100% equity in Hami Zhonghe Vanadium Titanium Co., Ltd. to Wenzhou Yingsheng Industrial Co., Ltd. for a base price of 120.8036 million yuan (excluding tax) [3][31]. - The board also approved a proposal to change the company's name to "Titan Energy Chemical Co., Ltd." and its stock abbreviation to "Titan Energy," while retaining the stock code "002145" [5][56]. Group 2 - The board approved a proposal to revise the company's articles of association in line with the name change and other relevant regulations [7][56]. - A temporary shareholders' meeting is scheduled for October 13, 2025, to discuss the approved proposals, with specific voting procedures outlined [8][12]. - The company aims to optimize its investment layout and enhance its core production areas in Gansu and Anhui as part of its strategic development in titanium, phosphorus, and new energy materials [3][31]. Group 3 - The transaction with Wenzhou Yingsheng is classified as a related party transaction and does not require shareholder approval as it does not meet the threshold for significant asset restructuring [3][32]. - The financial assessment of Hami Zhonghe Vanadium Titanium Co., Ltd. indicated total assets of 123.1513 million yuan and total liabilities of 3.3273 million yuan, leading to an equity valuation of 120.8036 million yuan [43][51]. - The proceeds from the asset sale will be utilized for the company's daily operations, aligning with its overall strategic planning [51][52].