永杰新材料股份有限公司第五届董事会第十六次会议决议公告

Group 1 - The company held its 16th meeting of the 5th Board of Directors on January 23, 2026, to discuss and vote on various resolutions related to a significant asset acquisition [2][3][4] - The company plans to acquire 100% equity of Aconic (Qinhuangdao) Aluminum Co., Ltd. and 95% equity of Aconic (Kunshan) Aluminum Co., Ltd. from Aconic (China) Investment Co., Ltd. through cash payment [3][10][15] - The total consideration for the transaction includes approximately USD 90.9 million for the Kunshan equity and USD 88.9 million for the Qinhuangdao equity, along with loan repayment amounts and seller's profit share [15][17] Group 2 - The Board of Directors approved the proposal that the transaction constitutes a major asset restructuring, which will require shareholder approval [6][8][20] - The company will not hold a shareholder meeting to review the transaction until the related audit and evaluation work is completed [44][54] - The company plans to conduct hedging activities for aluminum products and foreign exchange forward contracts in 2026 to mitigate risks associated with price fluctuations and currency exchange [46][49][60] Group 3 - The company aims to utilize hedging mechanisms to stabilize raw material costs and reduce the impact of price volatility on operations, with a maximum position of 20,000 tons and a margin of up to RMB 50 million for aluminum hedging [61][68] - The foreign exchange forward contracts will involve a maximum amount of USD 6 million or equivalent in other currencies, with the same effective period as the aluminum hedging [64][69] - The company has established risk control measures for both aluminum hedging and foreign exchange operations to minimize potential financial risks [70][75] Group 4 - The company signed a strategic cooperation agreement with Arconic Corporation on January 23, 2026, aimed at establishing a global strategic partnership [83][86] - The agreement focuses on collaboration in supply chain, technology research, capital synergy, market development, and talent cultivation [90][91] - The cooperation is intended to enhance the company's capabilities in high-performance aluminum alloy materials for emerging industries such as new energy and high-end equipment [100][101]