重庆宗申动力机械股份有限公司 第十二届董事会第四次会议决议公告

Group 1 - The board of directors of Chongqing Zongshen Power Machinery Co., Ltd. held its fourth meeting of the twelfth session on February 3, 2026, with all nine directors present, including independent directors attending via remote voting [1][2]. - The board approved a resolution to transfer 3.3983% of shares held by its wholly-owned subsidiary, Chongqing Tuoyuan Power Machinery Co., Ltd., in the controlling subsidiary, Chongqing Zongshen Aviation Engine Manufacturing Co., Ltd. (referred to as "Zongshen Aviation"), and to allow another wholly-owned subsidiary, Chongqing Chenyu Technology Co., Ltd., to acquire 58.3975% of Zongshen Aviation shares from other shareholders through a share issuance [3]. - The completion of this transaction will not change the scope of the company's consolidated financial statements [3]. Group 2 - The meeting was conducted in accordance with the relevant provisions of the Company Law and the Articles of Association [2]. - The board's decision was made with unanimous support, receiving nine votes in favor, with no votes against or abstentions [3]. - The documents for review include the board meeting resolution, investment agreement, and share purchase asset agreement [3].