天津泰达资源循环集团股份有限公司第十一届董事会第二十六次（临时）会议决议公告

Group 1 - The company held its 26th (temporary) board meeting on December 5, 2025, where it approved a proposal for the controlling shareholder to increase capital in its subsidiary, Tianjin TEDA Environmental Protection Co., Ltd., and the company will waive its right to preferential subscription [2][3][4]. - The controlling shareholder, Tianjin TEDA Investment Holding (Group) Co., Ltd., plans to invest 1 billion yuan (approximately 382.79 million yuan) in Tianjin TEDA Environmental Protection, which will increase its shareholding to 20.2387% [3][8]. - The board believes this capital increase will optimize the company's capital structure and enhance its focus on the ecological and environmental protection business, aligning with its development strategy [4][45]. Group 2 - The board's decision to waive the preferential subscription right is based on considerations of the company's operational planning and does not harm the interests of other shareholders, particularly minority shareholders [45]. - The proposal will be submitted for approval at the upcoming shareholders' meeting scheduled for December 22, 2025 [5][6]. - The independent directors unanimously agreed that the capital increase is beneficial for optimizing the capital structure and enhancing the quality of development, and it complies with fair pricing principles [48]. Group 3 - The capital increase is based on an asset evaluation conducted by Shenzhen Pengxin Asset Evaluation Co., Ltd., which valued Tianjin TEDA Environmental Protection at approximately 394.11 million yuan, reflecting a value increase of about 34.51% compared to its book value [23][25]. - The evaluation utilized both asset-based and income-based methods, with the income method being selected as the final conclusion due to its comprehensive reflection of the company's profitability [23][24]. - The transaction does not constitute a major asset restructuring and does not require approval from relevant authorities [11]. Group 4 - The company will sign several agreements related to the capital increase, including an investment agreement and a shareholder agreement, ensuring that the rights and obligations of all parties are clearly defined [25][36]. - The governance structure of Tianjin TEDA Environmental Protection will remain unchanged, with the addition of one shareholder representative from the controlling shareholder [44]. - The company has reported a total of 24.11 million yuan in daily related transactions with the controlling shareholder since the beginning of 2025, which is within the expected limits for the year [47].