中伟新材料股份有限公司第二届董事会第三十八次会议决议公告

Meeting Overview - The second board meeting of Zhongwei New Materials Co., Ltd. was held on September 25, 2025, combining in-person and remote attendance, with all nine directors present [2] - The meeting was chaired by Chairman Deng Weiming, and senior management attended, ensuring compliance with relevant laws and regulations [2] Resolutions Passed - The board approved the adjustment of the implementation subject for part of the 2025 annual related party transactions with a vote of 6 in favor, 0 against, and 0 abstentions [3] - The adjustment was necessary due to changes in the business of the related party Guizhou Xinbo Materials Technology Co., Ltd., allowing the company to maintain the original sales and service amounts while changing the transaction party to Hunan Zhongwei Jinneng New Materials Co., Ltd. and its subsidiaries [3][7] Related Party Transactions - The total expected amount for related party transactions in 2025 remains unchanged at RMB 101 million (excluding tax) [8][10] - The adjustment does not affect the company's independence, and its main business or profit sources do not rely on these transactions [7][16] Independent Director's Opinion - The independent directors unanimously agreed that the adjustment of the related party transaction subject does not adversely affect the company's independence or its main business operations [17][19] Employee Stock Ownership Plan - The company announced the completion and early termination of the 2022 employee stock ownership plan, with all shares sold through the secondary market [21][23] - The plan involved the purchase of 7,778,037 shares, representing approximately 1.16% of the total share capital at the time of purchase [22]