湖南和顺石油股份有限公司 第四届董事会第七次会议决议公告

Group 1 - The company held its fourth board meeting on November 14, 2025, where all seven directors attended, and the meeting was deemed legal and effective [2][5] - The board unanimously approved the proposal to sign a share acquisition intention agreement with Shanghai Kuixin Integrated Circuit Design Co., Ltd., aiming to acquire at least 34% of its shares and control 51% of its voting rights [3][32] - The board also approved a proposal to change the business scope, removing "tobacco product retail," which is not expected to significantly impact the company's performance [7][28] Group 2 - The company plans to hold its third extraordinary general meeting on December 5, 2025, with a combination of on-site and online voting to facilitate participation from minority investors [10][12] - The meeting will address the proposals previously approved by the board, including the share acquisition and business scope changes [12][39] Group 3 - The acquisition of Kuixin Technology is part of the company's strategic move into the semiconductor IP sector, which is expected to provide new growth opportunities [32][37] - The total value of Kuixin Technology's 100% equity is not expected to exceed 1.588 billion yuan, with the final transaction amount anticipated to be no more than 540 million yuan [32][47] - The target company has committed to achieving specific revenue and profit targets from 2025 to 2028, with annual revenues set at 300 million yuan, 450 million yuan, 600 million yuan, and 750 million yuan respectively [53][54]