Core Viewpoint - China CNR Corporation Limited plans to spin off its subsidiary, CRRC Qichun Locomotive and Rolling Stock Technology Research Institute Co., Ltd., for listing on the Shenzhen Stock Exchange's Growth Enterprise Market, which is deemed commercially reasonable, necessary, and feasible by the board of directors [2][4]. Group 1: Meeting Details - The fourth meeting of the fourth board of directors was held on November 27, 2025, in Beijing, with 7 out of 8 directors present [1]. - The meeting was chaired by Chairman Sun Yongcai, and all resolutions were passed with unanimous consent [3][28]. Group 2: Spin-off Proposal - The board approved the proposal for the spin-off of CRRC Qichun, which will be listed on the Shenzhen Stock Exchange's Growth Enterprise Market [2][6]. - The spin-off is in compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [4][18]. Group 3: Listing Details - The shares to be issued will be ordinary shares (A-shares) with a par value of 1.00 RMB [9][8]. - The issuance will target qualified investors and will be conducted through a combination of strategic placements and public offerings [11][12]. Group 4: Governance and Compliance - The board confirmed that the spin-off will maintain the independence and ongoing viability of the company [20]. - The subsidiary has established necessary governance structures, including a board of directors and audit committees, ensuring compliance with regulatory requirements [20][21]. Group 5: Authorization and Next Steps - The board proposed to seek shareholder approval to authorize the board and its representatives to handle all matters related to the spin-off [22][24]. - The authorization will last for 24 months from the date of shareholder approval [24].
中国中车股份有限公司 第四届董事会第四次会议决议公告