广州地铁设计研究院股份有限公司 第三届董事会第十次会议决议公告

Group 1 - The company held its 10th meeting of the 3rd Board of Directors on October 30, 2025, via telecommunication, with all 9 directors present [2] - The board approved the proposal to issue shares to acquire 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from Guangzhou Metro Group Co., Ltd. and to raise supporting funds from no more than 35 specific investors [3][12] - The financial data for the transaction was updated with an audit benchmark date of June 30, 2025, and the related documents were revised to comply with relevant laws and regulations [4][21] Group 2 - The board approved the extension audit report and pro forma review report related to the transaction, which were necessary due to the expiration of the financial data's validity [7][8] - The board's decision was supported by the Strategic Committee, Audit Committee, and Independent Directors, with a voting result of 6 in favor and none against [5][9] - The company is not required to submit the proposal to the shareholders' meeting for approval, as authorized by the second temporary shareholders' meeting of 2025 [6][10] Group 3 - The company received an inquiry letter from the Shenzhen Stock Exchange regarding the application for the share issuance and asset acquisition on July 11, 2025, and responded with a revised document on September 23, 2025 [13][20] - The company submitted a request to resume the review of the share issuance and asset acquisition application after updating the relevant documents [19][20] - The transaction is subject to approval from the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission, with uncertainties regarding the timing of these approvals [16][19]