泰尔重工股份有限公司第七届董事会第四次会议决议公告

Core Viewpoint - The company, 泰尔重工股份有限公司, has decided to dissolve its subsidiary, 马鞍山泰尔智能产业园发展有限公司, due to a lack of substantial business activities and to streamline operations and reduce management costs [5][8]. Group 1: Board Meeting and Decisions - The seventh board meeting was held on December 2, 2025, with all nine directors present, and the decision to dissolve the subsidiary was unanimously approved with eight votes in favor [2][3]. - The decision to dissolve the subsidiary does not require shareholder approval as it is classified as a related party transaction and not a major asset restructuring [6][8]. Group 2: Subsidiary Details - The subsidiary, 马鞍山泰尔智能产业园发展有限公司, was established on November 5, 2015, with a registered capital of 30 million RMB and was involved in various activities including smart factory development and real estate management [7]. - The subsidiary has not engaged in substantial business activities during its existence, prompting the decision for dissolution to enhance operational efficiency [7][8]. Group 3: Impact on the Company - The dissolution of the subsidiary is expected to have no adverse effects on the company's financial or operational status, aligning with the company's strategic goals and improving management efficiency [8]. - The company has confirmed that there are no other related party transactions with the associated party, 上海曦泰投资有限公司, aside from the dissolution [9]. Group 4: Independent Directors' Opinion - The independent directors reviewed the proposal and concluded that the dissolution of the subsidiary would not harm the interests of the company or its shareholders, particularly minority shareholders [11].