沈阳萃华金银珠宝股份有限公司 第六届董事会2025年第五次临时会议决议公告

Core Viewpoint - The company has approved the transfer of 2% equity in its subsidiary, Hubei Phosphorus Fluoride Lithium Industry Co., Ltd., to Hubei Xingfa Chemical Group Co., Ltd. for a transaction price of RMB 1.2321 million, aiming to enhance the operational strength of the subsidiary and leverage shareholder advantages [1][7][22]. Summary by Sections Meeting Details - The sixth board meeting of the company was held on November 21, 2025, with all nine directors participating, including three independent directors [1][3]. - The meeting was conducted in compliance with the Company Law and the Articles of Association, ensuring its legality and validity [1]. Transaction Overview - The company’s subsidiary, Sichuan Siterui Lithium Industry Co., Ltd., will transfer 2% of its shares in Hubei Phosphorus Fluoride Lithium Industry to Hubei Xingfa Chemical Group [7][22]. - After the transaction, Siterui's stake in Hubei Phosphorus will decrease from 51% to 49%, while Xingfa's stake will increase from 49% to 51%, resulting in Hubei Phosphorus no longer being included in the company's consolidated financial statements [7][22]. Financial Aspects - The transaction price of RMB 1.2321 million is based on an asset evaluation report valuing the total equity of Hubei Phosphorus at RMB 61.6057 million as of August 31, 2025 [16][19]. - The transaction does not involve related party transactions and does not constitute a major asset restructuring as per regulations [2][8]. Impact on the Company - The transaction is expected to promote sustainable and high-quality development of Hubei Phosphorus, enhancing its core competitiveness and profitability [22][23]. - The company asserts that the transaction will not adversely affect its financial or operational status, nor will it harm the interests of shareholders, particularly minority shareholders [22][23]. Approval and Compliance - The transaction has been reviewed and approved by the independent directors and the audit committee, confirming its alignment with the company's strategic development and long-term interests [22][23].