登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002491 证券简称：通鼎互联 公告编号：2026-006 通鼎互联信息股份有限公司 第六届董事会第十五次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈述或重大遗 漏。 一、董事会会议召开情况 通鼎互联信息股份有限公司（以下简称"公司"）于2026年1月24日以邮件和电话方式向全体董事发出第 六届董事会第十五次会议（临时会议）通知，会议于2026年1月27日在公司会议室以现场结合通讯表决 方式召开。本次会议应出席董事9名，实际出席董事9名（其中董事白晓明、王先革、王斌，独立董事吴 士敏、杨友隽、王涌以通讯表决方式参加会议）。 会议由董事长沈小平先生主持，公司部分高级管理人员列席了会议，会议的通知、召开以及参与表决董 事人数均符合法律、法规及《公司章程》的有关规定。 二、董事会会议审议情况 （一）会议以9票同意，0票反对，0票弃权，审议通过了《关于出售参股公司股权的议案》。 为优化公司投资布局，公司拟将持有的江苏保旺达软件技术有限公司（以下简称"保旺达"）13.00%的股 权转让给南京安喜玛科技有限公司 ...

Core Points - The company announced that the third extraordinary general meeting of shareholders in 2025 will be held on December 2 at 14:45 to review the proposal for the sale of equity in an associated company [1] - The company plans to sign an agreement with Xu Haijian and others, who will collectively acquire 15% equity in Suzhou Kamenhas Laser Technology Co., Ltd. for 75 million yuan, corresponding to a registered capital of 4.1667 million yuan [1] - This transaction does not constitute a related party transaction or a major asset restructuring, and if implemented, it will enhance asset operational efficiency [1] - The meeting will adopt a combination of on-site and online voting for decision-making [1]

Summary of Key Points Core Viewpoint - The company plans to optimize its investment structure by selling part of its stake in Suzhou Linghou Robot Co., Ltd for a consideration of 64 million yuan, which represents approximately 18.29% of the company's registered capital in Suzhou Linghou. After the transaction, the company will hold 21.61% of the equity in Suzhou Linghou [1][3][4]. Transaction Overview - The transaction involves the sale of 2,031.75 million yuan of registered capital in Suzhou Linghou, with the company expecting to receive 64 million yuan. This sale is part of the company's strategy to enhance asset liquidity and operational efficiency [3][4]. - The transaction does not constitute a related party transaction or a major asset restructuring as per the relevant regulations [1][4]. Financial Implications - The company anticipates that the transaction will generate an estimated profit of approximately 45.13 million yuan, which will positively impact the company's financial statements for 2025 [24]. - The valuation of Suzhou Linghou has increased by 40% compared to the previous round of financing, with the current valuation set at 350 million yuan [15]. Board Approval and Compliance - The transaction was approved by the company's board of directors on September 19, 2025, and does not require shareholder approval [6]. - The company has confirmed that all necessary approvals and agreements have been obtained to facilitate the transaction [18][19]. Stakeholder Information - The buyers of the equity include several investment firms, all of which are not related parties to the company and have the capacity to fulfill their payment obligations [6][23]. - The transaction is structured to ensure that the rights and obligations associated with the equity are clearly defined and that there are no existing encumbrances on the shares being sold [10][20].

Meeting Details - The sixth session of the Supervisory Board of Jiangsu Dingsheng New Energy Materials Co., Ltd. was held on August 22, 2025, with all three supervisors present [1][2] - The meeting was conducted in accordance with the Company Law of the People's Republic of China and the company's articles of association, ensuring its legality and validity [1] Resolution Summary - The Supervisory Board approved the issuance of shares by Jiaozuo Wanfang Aluminum Co., Ltd. to acquire 0.5714% equity in Cayman Aluminum (Sanmenxia) Co., Ltd. held by the company [1] - The issuance price for the shares is set at 5.39 yuan per share, with the company expected to receive 34,061,376 shares from this transaction [1] - The transaction will not affect the company's consolidated financial statements, and the company maintains a stable and good financial condition [1][2] - The transaction does not involve cash payment and will not adversely impact the company's main business, ongoing operations, cash flow, or asset status, aligning with the company's long-term strategic development [1]