HUALU-HENGSHENG(SH:600426) Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-12-09 03:19Core Viewpoint - The company has approved a capital increase to its subsidiary, Hualu Hengsheng (Jingzhou) Co., Ltd., amounting to RMB 200 million, which is part of a related party transaction aimed at enhancing its operational capabilities and financial stability [11][16][27]. Group 1: Meeting and Resolutions - The 6th temporary meeting of the 9th Board of Directors was held on December 5, 2025, with all 11 directors present, and the meeting complied with relevant laws and regulations [1][2]. - The board approved the proposal for capital increase and related party transaction with a unanimous vote of 5 in favor, 0 against, and 0 abstentions [2][27]. - Related directors recused themselves from the vote to ensure compliance with regulations [3][27]. Group 2: Independent Director's Opinion - The independent directors reviewed the capital increase proposal prior to the board meeting and deemed it beneficial for the company’s strategic planning, helping to seize policy opportunities and enhance profitability [4][28]. - The independent directors confirmed that the transaction price is fair and does not harm the interests of the company or its shareholders, particularly minority shareholders [4][28]. Group 3: Capital Increase Details - The capital increase will be executed in cash, with the company contributing RMB 140 million, while related parties will contribute RMB 40 million and RMB 20 million respectively, maintaining the existing shareholding structure [16][23]. - Post-increase, the registered capital of the subsidiary will rise from RMB 500 million to RMB 700 million, with the company retaining a 70% ownership stake [16][23]. Group 4: Transaction Approval Process - The capital increase and related party transaction do not require shareholder meeting approval as per the regulations, having been approved by the board of directors [5][18][27]. - The transaction is classified as a related party transaction but does not constitute a major asset restructuring as defined by regulations [20][27]. Group 5: Historical Transactions - There have been no related party transactions with the same parties in the past 12 months, ensuring compliance with regulatory requirements [12][29].