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厦门钨业股份有限公司第十届董事会第二十次会议决议公告

Core Viewpoint - Xiamen Tungsten Co., Ltd. has approved a capital increase for its subsidiary, Jinlong Rare Earth Co., Ltd., through a private placement of shares, aiming to raise up to RMB 40.02 million to supplement working capital [1][8][10]. Group 1: Capital Increase and Share Issuance - The board meeting approved the issuance of up to 26.68 million shares at a price of RMB 1.50 per share, based on the audited net asset value for 2024 [1][10]. - The total expected fundraising amount is not more than RMB 40.02 million, with existing shareholders subscribing according to their shareholding ratios [1][10]. - Major shareholders, including Xiamen Tungsten and related parties, will participate in the subscription, with amounts of RMB 26.09 million, RMB 2.20 million, RMB 0.80 million, and RMB 0.80 million respectively [1][10]. Group 2: Project Approvals - The board also approved a project for Xiamen Xatung Hydrogen Energy Technology Co., Ltd. to invest RMB 236.88 million in a facility to produce 5,000 tons of hydrogen energy materials and 7,000 tons of functional materials, expected to commence production by January 2028 [5][6]. - Additionally, the establishment of a wholly-owned subsidiary for producing 50,000 tons of high-performance battery materials was approved, with an investment of RMB 1.525 billion, projected to be completed by the end of 2029 [6][29]. Group 3: Compliance and Review - The capital increase proposal has been reviewed and approved by the independent directors and the audit committee, with unanimous votes in favor [2][3][31][32]. - The proposal does not require shareholder meeting approval as per relevant regulations [9][35]. Group 4: Strategic Alignment - The capital increase and associated projects align with the company's strategic development needs, enhancing its competitiveness in high-end functional materials and hydrogen energy sectors [5][6][29]. - The company maintains its controlling stake in Jinlong Rare Earth after the share issuance, ensuring no adverse impact on its financial status or operations [1][29].