国城矿业股份有限公司2025年第八次临时股东大会决议公告

Meeting Overview - The eighth extraordinary general meeting of shareholders of Guocheng Mining Co., Ltd. was held on December 26, 2025, with both on-site and online voting options available [3][4] - A total of 224 shareholders and authorized representatives attended, representing 908,026,561 shares, which is 77.2797% of the total voting shares [5] Voting Results - The proposal to cancel the supervisory board and amend the Articles of Association received 99.9850% approval from attending shareholders [8] - The proposal to amend the governance rules, including the rules for shareholder meetings and board meetings, was approved with 98.8993% of votes in favor [9][12] - Multiple proposals related to the revision of various management systems, including the independent director work system and audit institution selection, were also passed with similar high approval rates, generally above 98% [15][21][25] Major Asset Restructuring - The proposal regarding the company's major asset restructuring and related transactions was approved with 99.8884% of votes in favor [26] - The proposal for the major asset purchase and related transaction plan received 99.7899% approval [28][30] - The evaluation and pricing of the target assets were also approved with 99.7899% of votes in favor [33] Share Transfer Agreements - The proposal for signing a conditional share transfer agreement with Guocheng Holdings Group Co., Ltd. and Mr. Wu Cheng was approved with 99.8581% of votes in favor [43] - A supplementary agreement to the share transfer was also approved with 99.8582% support [44] - The performance commitment and compensation agreement related to the share transfer received 99.8582% approval [47] Compliance and Regulatory Matters - The proposal confirming that the transaction constitutes a major asset restructuring was approved with 99.8582% of votes in favor [48] - The proposal regarding the transaction being classified as a related party transaction was also passed with 99.8582% approval [50] - The company confirmed compliance with relevant regulations regarding major asset restructuring, with all proposals receiving over 99% approval [54][56]