中信海洋直升机股份有限公司第八届董事会第十九次会议决议公告

Group 1 - The company held its 19th meeting of the 8th Board of Directors on December 25, 2025, via telecommunication, with all 15 directors present, meeting legal and regulatory requirements [2] - The Board approved a service contract and related party transaction with Huarong Financial Leasing Co., Ltd. to lease one medium helicopter for 15 years at a monthly rent of €89,320, totaling €16,077,600, approximately ¥133,444,080 [3][8] - The transaction represents 1.89% of the company's total audited assets and 2.51% of the net assets attributable to shareholders [3][9] Group 2 - The Board authorized the management to negotiate and sign the lease contract with the transaction party [4][6] - The lease with The Milestone Aviation Group Limited for one medium-large helicopter for 5 years at a monthly rent of $98,000, totaling $5,880,000, approximately ¥48,804,000, was also approved [5][8] - This lease does not constitute a related party transaction and does not require approval from regulatory authorities [5][9] Group 3 - The related party transaction with Huarong Financial Leasing is justified as both companies are controlled by the same entity, China CITIC Group [9][14] - The pricing for the related party transaction was determined through a public bidding process, ensuring fairness and compliance with regulations [16][22] - The purpose of the transaction is to enhance the company's asset structure and operational capacity without significantly impacting its financial status [21][22]