智能驾驶产业协同与资源整合
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上海岩山科技股份有限公司第九届董事会第四次会议决议公告
Shang Hai Zheng Quan Bao· 2025-12-05 19:30
Core Viewpoint - The company, Shanghai Yanshan Technology Co., Ltd., has approved a significant strategic decision to introduce a strategic investor through a capital increase in its subsidiary, Nullmax (Cayman), while terminating the voting rights entrustment, which will no longer include Nullmax (Cayman) in the consolidated financial statements [2][3][12]. Group 1: Board Meeting and Resolutions - The fourth meeting of the ninth board of directors was held on December 5, 2025, with all nine directors present, and the meeting was deemed legal and effective [1]. - The board unanimously approved the proposal regarding the capital increase and strategic investment in the subsidiary [2][4]. Group 2: Strategic Investment and Financial Impact - Nullmax (Cayman) plans to initiate a Series C financing round with a maximum amount of $100 million, introducing a leading domestic automotive-grade chip company as a strategic investor [7][10]. - The pre-investment valuation of Nullmax (Cayman) is set at $425 million, reflecting a 9.04% increase from the previous financing round [7][42]. - Following the capital increase, the strategic investor will hold a 2.45% stake in Nullmax (Cayman), while the company's voting rights will decrease from 50.20% to 27.62% [8][10]. Group 3: Governance and Operational Changes - The termination of the voting rights entrustment will enhance the governance structure of Nullmax (Cayman), allowing for improved independent operation and market competitiveness [3][46]. - The board composition will be adjusted to include independent directors, further optimizing governance [11][46]. Group 4: Compliance and Approval - The proposal has received approval from the independent directors, ensuring compliance with relevant regulations and safeguarding the interests of all shareholders, particularly minority shareholders [4][48]. - The transaction does not constitute a major asset restructuring as defined by regulations [12][48].