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*ST宇顺: 深圳市宇顺电子股份有限公司独立董事专门会议2025年第二次会议决议
Zheng Quan Zhi Xing· 2025-07-14 16:27
Core Viewpoint - The independent directors of Shenzhen Yushun Electronics Co., Ltd. convened a special meeting to review and approve several proposals related to a significant asset acquisition, confirming compliance with relevant laws and regulations [1][2][3]. Group 1: Meeting Details - The second special meeting of independent directors was held on July 11, 2025, with all three independent directors present [1]. - The meeting was convened and chaired by Ms. Xue Wenjun, adhering to legal and regulatory requirements [1]. Group 2: Asset Acquisition Proposals - The independent directors reviewed and approved a proposal for purchasing assets that meet the criteria for significant asset restructuring, with total asset and net income indicators exceeding 50% [2]. - The transaction does not involve related parties, ensuring it does not constitute a related party transaction [2]. - The asset purchase plan was deemed compliant with relevant laws and beneficial for the company's long-term development and market competitiveness [2][4]. Group 3: Legal and Regulatory Compliance - The transaction was confirmed to meet the requirements of the Company Law, Securities Law, and other regulatory guidelines, ensuring the legality of the asset purchase [3][4]. - The asset ownership is clear, and there are no legal obstacles to the transfer of assets post-acquisition [4][8]. Group 4: Financial and Operational Impact - The transaction is expected to enhance the company's operational capabilities and financial health, without introducing new related parties or competition [8][14]. - The independent directors recognized the fairness and reasonableness of the transaction pricing, ensuring no harm to the interests of shareholders, especially minority shareholders [14]. Group 5: Confidentiality and Compliance Measures - The company has implemented necessary confidentiality measures to protect sensitive information related to the transaction [13]. - All legal procedures and documentation for the transaction have been completed and are in compliance with relevant regulations [10]. Group 6: Previous Transactions - The company disclosed that it had not engaged in any other asset transactions within the past 12 months that would affect the current acquisition's classification as a significant asset restructuring [11]. Group 7: Stock Price Movement - The company's stock price increased by 49.89% from March 24, 2025, to April 22, 2025, prior to the announcement of the transaction, indicating positive market sentiment [12]. Group 8: Financing Arrangements - The company plans to apply for a loan of RMB 1.7 billion from its controlling shareholder to meet funding needs, with terms that do not require collateral [14].