宏创控股: 第六届董事会2025年第三次临时会议决议公告

Core Viewpoint - The company plans to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. through a share issuance, with the total transaction value estimated at approximately RMB 6,351,793.54 million [1][4][11]. Group 1: Board Meeting and Approval - The sixth board meeting of the company was held on May 22, 2025, with all seven directors present, and the proposal was approved with six votes in favor [1][2]. - The independent directors have reviewed and approved the proposal, which will be submitted to the shareholders' meeting for further approval [2][11]. Group 2: Transaction Details - The transaction involves acquiring 100% equity of Hongtuo Industrial from multiple parties, including Weiqiao Aluminum and several investment partnerships [2][3]. - The final transaction price is based on an asset evaluation report, which utilized both asset-based and income approaches [4][11]. Group 3: Share Issuance and Pricing - The shares will be issued at a price of RMB 5.34 per share, which is 80% of the average trading price over the last 120 trading days prior to the pricing date [5][6]. - The total number of shares to be issued is approximately 11,894,744,449 shares, subject to adjustments based on any corporate actions prior to the issuance [6][7]. Group 4: Lock-up Period and Profit Arrangements - A lock-up period of 36 months is established for shares acquired by Weiqiao Aluminum, with potential extensions based on stock performance [7][8]. - Any profits or losses during the transition period will be allocated according to the ownership percentages of the parties involved [8][9]. Group 5: Legal and Regulatory Compliance - The company has confirmed compliance with relevant laws and regulations regarding the issuance of shares for asset acquisition [2][25]. - The independent financial and legal advisors have been appointed to ensure the transaction adheres to regulatory requirements [26][27]. Group 6: Future Shareholder Returns - The company has developed a shareholder return plan for the next three years (2025-2027) to enhance investor confidence and promote long-term investment [23][29].