Core Points - The company held its first independent director meeting of the 9th board on August 13, 2025, to discuss significant transactions and agreements [1][2][3] - The company plans to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. through a combination of issuing shares and cash payments, while also raising supporting funds from up to 35 qualified specific investors [1][2] - The meeting approved the updated audit report and financial data as of May 31, 2025, for the transaction [2][3] - A supplementary performance compensation agreement will be signed with specific individuals and partnerships [2] - The company analyzed the impact of the transaction on immediate returns and proposed measures to mitigate any dilution of returns for small and medium investors [4] Group 1 - The independent director meeting was legally convened with all three independent directors present [1] - The company will issue shares and pay cash to acquire the target company, along with raising funds from specific investors [1][2] - The audit report and financial data were updated to reflect the new audit benchmark date [2][3] Group 2 - A supplementary performance compensation agreement will be established with specific parties involved in the transaction [2] - The company has committed to measures to address the dilution of immediate returns resulting from the transaction [4]

Group 1 - The company held its ninth board meeting on August 13, 2025, where all seven participating directors voted in favor of the proposal regarding the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd. through a combination of issuing shares and cash payment [1][2] - The board approved the updated audit report and review report as of May 31, 2025, which are essential for the ongoing acquisition process [4][7] - The company plans to sign a supplementary performance compensation agreement with specific parties, which has been approved by the board and will be submitted for shareholder meeting review [3][9] Group 2 - The company has analyzed the impact of the acquisition on immediate returns and proposed specific measures to mitigate any dilution of returns, which have been approved by the board [5][6] - The board agreed to cancel certain proposals originally intended for the second extraordinary general meeting in 2025 and replace them with new temporary proposals [8][9] - The company will cancel unexercised stock options from the 2021 stock option incentive plan, totaling 5,761,552 options, affecting 243 individuals, which represents 0.7153% of the total share capital [9][10]

Core Viewpoint - The announcement from Shanghai Taihe Water Technology Development Co., Ltd. (*ST Taihe) reveals that shareholder He Wenhui has pledged 6.7948 million shares, which constitutes 56.79% of his total holdings and 6% of the company's total equity, to the controlling shareholder Beijing Xinxin Xuancan Technology Center (Limited Partnership) [1][2] Group 1: Share Pledge Details - He Wenhui, the founder and former actual controller of *ST Taihe, holds a total of 11.9639 million shares, representing 10.56% of the company's total equity [1] - The pledged shares amount to 6.7948 million, with 472.12 million shares frozen and not pledged [1] Group 2: Impact on Company Operations - Company representatives stated that the current business operations are normal and that the share pledge has not significantly impacted production, operations, or corporate governance [2] Group 3: Legal and Financial Context - In 2018, *ST Taihe entered into an agreement with Huachong Fund, which included performance compensation clauses, requiring the company to achieve a net profit of no less than 180 million yuan and a net cash flow from operating activities of at least 50 million yuan [3][4] - The company reported a net profit of 84.0198 million yuan for 2018, falling short of the agreed performance, leading to a compensation obligation of 67.8648 million yuan for He Wenhui [4][5] Group 4: Legal Proceedings - Huachong Fund filed a lawsuit in January 2023 due to unpaid compensation, resulting in the judicial freeze of 472.12 million shares held by He Wenhui [5] - The first-instance ruling in December 2024 rejected all claims from Huachong Fund, stating that the performance compensation agreement was invalid due to public order and good morals [6][7] - The second-instance ruling in May 2025 ordered He Wenhui to pay 65.86 million yuan in compensation and penalties, leading him to apply for a retrial [6][7]