上海华峰铝业股份有限公司 第五届董事会第二次会议决议公告

Group 1 - The board of directors of Shanghai Huafeng Aluminum Industry Co., Ltd. held its second meeting on December 9, 2025, with all seven directors present, and the meeting was deemed legally valid [2][5]. - The board unanimously approved the proposal to waive the requirement for advance notice for the meeting [3][4]. - The board also approved the signing of a supplementary agreement to the equity transfer agreement regarding the acquisition of 100% equity of Shanghai Huafeng Puen Polyurethane Co., Ltd. [6][7]. Group 2 - The acquisition price for the 100% equity of Huafeng Puen was adjusted to RMB 88.53 million after deducting the assessed value of unregistered buildings [6][12]. - Huafeng Group provided a commitment letter to cover potential risks related to business disputes, tax issues, and labor matters associated with Huafeng Puen [13][32]. - The acquisition is aimed at addressing the company's urgent need for additional space and facilities to support its production and operational requirements [21][23]. Group 3 - The company plans to utilize the acquired facilities to enhance its production capacity, particularly in the stamping parts and high-end customized aluminum thermal transfer composite materials [29][30]. - The acquisition is expected to significantly reduce logistics costs and improve operational efficiency by allowing direct material flow within the facility [24][29]. - The independent directors affirmed that the transaction aligns with the company's operational needs and long-term strategic goals, emphasizing its potential to enhance core competitiveness and sustainable development [31][32].