国晟世安科技股份有限公司第五届董事会第二十七次会议决议公告

Group 1 - The company held its 27th meeting of the fifth board of directors on November 25, 2025, via telecommunication voting, with four out of five directors present [2][4] - The board approved a proposal to apply for a comprehensive credit limit of 20 million RMB from Beijing Rural Commercial Bank [3][4] - The board also approved a proposal to acquire 100% equity of Tongling Fuyue Technology Co., Ltd. for 240.6 million RMB [5][6] Group 2 - The company received an inquiry letter from the Shanghai Stock Exchange regarding the acquisition of Fuyue Technology, which includes requests for additional disclosures about the transaction's fairness and the relationship with the counterparties [9][10] - The inquiry letter highlights the evaluation methods used for the acquisition, indicating a significant increase in the assessed value of Fuyue Technology [9][10] - The company is required to respond to the inquiry within five trading days [11] Group 3 - The company announced that its stock experienced abnormal trading fluctuations, with a cumulative price increase exceeding 20% over two consecutive trading days [16][21] - The company confirmed that its operations are normal and that there are no undisclosed significant matters affecting its stock price [17][18] - The company is involved in an external investment project, which may pose liquidity risks due to increased debt [22] Group 4 - The acquisition of Fuyue Technology is expected to enhance the company's core competitiveness and sustainable development capabilities [31][60] - The transaction is structured to not require shareholder approval and does not constitute a related party transaction or a major asset restructuring [30][33] - The company will integrate Fuyue Technology into its consolidated financial statements, potentially increasing revenue and net profit [31][60]