诚志股份有限公司 第八届董事会2026年第一次临时会议决议公告

Group 1 - The board of directors of Chengzhi Co., Ltd. held its first temporary meeting of 2026 on January 22, 2026, with all 8 directors present [2][4] - The meeting was conducted in accordance with the Company Law and the company's articles of association, making the resolutions legally valid [2] - The board approved the proposal for the full subsidiary Nanjing Chengzhi to absorb and merge its wholly-owned subsidiary Chengzhi Yongqing, aiming to optimize the internal organizational structure and improve operational efficiency [3][5] Group 2 - The merger will result in the cancellation of Chengzhi Yongqing's legal entity, with all assets, liabilities, business, personnel, contracts, and other legal rights and obligations being inherited by Nanjing Chengzhi [3] - The board authorized the management of the company and Nanjing Chengzhi to handle the necessary business changes related to the merger [3]