XGMA(SH:600815) Shang Hai Zheng Quan Bao·2025-12-25 18:49Group 1 - The company held its 11th Board of Directors' fourth meeting on December 25, 2025, via electronic communication, with all 8 directors present, confirming the legality and validity of the meeting procedures [2][5] - The board approved the proposal regarding the acquisition of bank large-denomination certificates of deposit (CDs) and related transactions, with 4 votes in favor and no opposition or abstentions [3][5] - The board also approved the audit fees for the year 2025, totaling 1.9 million yuan, which includes 1.4 million yuan for financial report auditing and 500,000 yuan for internal control auditing, with unanimous support from all 8 directors [7][8] Group 2 - The company plans to use idle funds to acquire bank large-denomination CDs from Xiamen Guomao Capital Group Co., Ltd. for a total principal of 70 million yuan, plus accrued interest until the delivery date [13][14] - This transaction is classified as a related party transaction but does not require shareholder approval, as it does not constitute a major asset restructuring [13][16] - The purpose of acquiring the CDs is to enhance the efficiency of fund utilization and to preserve and increase the value of the company's assets [15][25] Group 3 - The related party involved in the transaction, Xiamen Guomao Capital Group Co., Ltd., is a subsidiary of the company's indirect controlling shareholder, Xiamen Guomao Holding Group Co., Ltd. [18][21] - The CDs being acquired include a 30 million yuan CD from Quanzhou Bank with a 2-year term at an interest rate of 2.5% per annum, and a 40 million yuan CD from Hengfeng Bank with a 3-year term at an interest rate of 2.4% per annum [23][24] - The transaction is structured as a fair value transfer, ensuring no harm to the interests of the company and its shareholders, particularly minority shareholders [24][25]