002480SZSE
🚨 Material Event

Announcement of Resolutions from the Third Extraordinary Shareholders' Meeting of 2026

✨ AI Summary

The third extraordinary shareholders' meeting of Chengdu Xinzhu Road & Bridge Machinery Co., Ltd. was held on June 4, 2026, where key resolutions were passed regarding asset sales and capital raising. A total of 244 participants represented 305,900,517 shares, with significant support for all proposals, including a special resolution on asset transactions. The meeting confirmed compliance with legal and regulatory requirements, ensuring the validity of the proceedings and decisions made.

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Exchange Summary

EGM RESOLUTION

The Company held its 3rd Extraordinary General Meeting of 2026 on 04 June 2026, during which the following proposal(s) was/were approved: 1. The connected transactions regarding assets sale, assets purchase via share offering and cash payment and matching fund raising are in compliance with relevant laws and regulations 2. Plan for the connected transactions regarding assets sale, assets purchase via share offering and cash payment and matching fund raising 2.1. Overall plan for the transaction 2.2. Assets sale: transaction price and payment method 2.3. Assets sale: arrangement for the profits and losses during the transitional period 2.4. Assets purchase via share offering and cash payment: transaction price and payment method 2.5. Assets purchase via share offering and cash payment: stock type, par value and listing place 2.6. Assets purchase via share offering and cash payment: issuing targets 2.7. Assets purchase via share offering and cash payment: pricing base date and issue price 2.8. Assets purchase via share offering and cash payment: issuing volume 2.9. Assets purchase via share offering and cash payment: lockup period arrangement 2.10. Assets purchase via share offering and cash payment: arrangement for the profits and losses during the transitional period 2.11. Assets purchase via share offering and cash payment: arrangement for the accumulated retained profits 2.12. Assets purchase via share offering and cash payment: issue price adjustment mechanism 2.13. Matching fund raising via share offering: stock type, par value and listing place 2.14. Matching fund raising via share offering: pricing base date and issue price 2.15. Matching fund raising via share offering: issuing targets, amount and volume 2.16. Matching fund raising via share offering: purpose of the matching funds to be raised 2.17. Matching fund raising via share offering: lockup period arrangement 2.18. Matching fund raising via share offering: arrangement for the accumulated retained profits 2.19. Valid period of the resolution on the transaction 3. Report (revised draft) on connected transactions regarding assets sale, assets purchase via share offering and cash payment and matching fund raising and its summary 4. The transaction constitutes a connected transaction 5. Conditional transaction agreements to be signed with transaction counterparties 6. The transaction constitutes a major assets restructuring but not a listing by restructuring 7. The transaction is in compliance with Article 4 of the Listed Companies Regulation Guidelines No. 9 - Regulatory Requirements for Planning and Implementing Major Assets Restructuring by Listed Companies 8. The transaction is in compliance with Articles 11, 43 and 44 of the Management Measures on Major Assets Restructuring of Listed Companies 9. The relevant parties of the transaction are qualified to participate in the major assets restructuring according to Article 12 of Listed Companies Regulation Guidance No. 7 - Regulation of Abnormal Stock Trading in Listed Companies Related to Major Assets Restructuring and Article 30 of the Shenzhen Stock Exchange Listed Companies Self-regulation Guidelines No. 8 - Major Asset Restructuring 10. The occasions prohibiting issuance of stocks to specific parties as provided for by Article 11 of the Management Measures on Securities Issuance and Registration of Listed Companies do not exist in this case 11. The compliance and completeness of the legal procedure of the transaction and the effectiveness of the legal documents submitted 12. The Company's share price fluctuation before the first release of the transaction 13. Statement on assets purchase and sale within 12 months prior to the transaction 14. Diluted immediate return after the transaction and filling measures 15. Independence of the evaluation institution, rationality of the evaluation hypothesis, correlation between the evaluation method and evaluation purpose, and fairness of the evaluated price 16. Statement on pricing basis of the transaction and the rationality 17. Audit report, pro forma review report and asset evaluation report related to the transaction 18. There is no paid appointment of a third party or an individual for the transaction 19. Confidentiality measures and system adopted for the transaction 20. Adjustment of the transaction plan constitutes major adjustment 21. Exemption of the acquirer and its concert party from the tender offer obligation to increase shareholding in the Company 22. Full authorization to the board to handle matters regarding the transaction 23. Special report on the use of previous raised funds 24. Amendments to the raised funds management system

Provided by Shenzhen Stock Exchange

Full Translation

AI Translation· azure_openai

Stock Code: 002480

Stock Abbreviation: Xinzhu Co., Ltd.

Announcement Number: 2026-049

Chengdu Xinzhu Road & Bridge Machinery Co., Ltd.
Announcement of Resolutions from the Third Extraordinary Shareholders' Meeting of 2026

The company and all members of the board of directors guarantee that the content of this information disclosure is true, accurate, and complete, without false records, misleading statements, or major omissions.

Special Reminder:

  1. There were no rejected proposals at this shareholders' meeting.
  2. This shareholders' meeting did not involve changes to the resolutions of the previous shareholders' meeting.

I. Meeting Convening and Attendance

  1. Meeting Convening

    • (1) Meeting Time
      On-site meeting time: June 4, 2026, at 15:00
      Online voting date and time: June 4, 2026, with specific times for voting through the Shenzhen Stock Exchange system from 9:15-9:25, 9:30-11:30, and 13:00-15:00; voting through the Shenzhen Stock Exchange internet voting system can occur at any time from 9:15 to 15:00 on June 4, 2026.
    • (2) Meeting Location
      Room 324, No. 99, Xingyuan 3rd Road, Area A, Xinjing Industrial Park, Chengdu Xinzhu Road & Bridge Machinery Co., Ltd. (hereinafter referred to as "the Company").
    • (3) Meeting Method
      Combination of on-site voting and online voting.
    • (4) Convener
      Board of Directors.
    • (5) Chairperson
      Ms. Jia Xiuying was elected by a majority of the company's directors to preside over this meeting. The convening and holding of this meeting comply with the provisions of the Company Law, the Articles of Association, and the Rules of Procedure for Shareholders' Meetings.
  2. Attendance

    • (1) Overall Attendance
      A total of 244 shareholders and authorized representatives attended the on-site meeting and participated in online voting, representing 305,900,517 shares, accounting for 39.7703% of the total shares with voting rights. Among them, 5 shareholders attended in person, representing 8,699,100 shares (1.1310%); 239 shareholders participated through online voting, representing 297,201,417 shares (38.6393%).
    • (2) Attendance of Small and Medium Investors
      A total of 239 small and medium investors attended the meeting, representing 113,185,647 shares (14.7153% of the total shares with voting rights).
    • (3) Attendance of Company Directors and Senior Management
      Some directors and senior management of the company attended the meeting via a combination of on-site and video methods. Lawyers from Beijing Global (Chengdu) Law Firm attended the meeting to witness and issued a legal opinion.

II. Proposal Review and Voting Results

This shareholders' meeting adopted a combination of on-site voting and online voting to review and approve the following proposals:

  1. Proposal on the Sale of Company Assets, Issuance of Shares, and Cash Payment for Asset Acquisition and Fundraising for Related Transactions in Compliance with Relevant Laws and Regulations
    Voting Results:
    • Agree: 116,611,247 shares (99.6700% of the total valid voting rights of attending shareholders)
    • Oppose: 338,700 shares (0.2895%)
    • Abstain: 47,400 shares (0.0405%)
      Among them, small and medium investors voted:
    • Agree: 112,799,547 shares (99.6589%)
    • Oppose: 338,700 shares (0.2992%)
    • Abstain: 47,400 shares (0.0419%)
      Related shareholders attending the meeting, including Shudao Investment Group Co., Ltd., Sichuan Development Rail Transit Industry Investment Co., Ltd., and Ms. Jia Xiuying, abstained from voting. This proposal is a special resolution and was approved by more than two-thirds of the valid voting rights held by shareholders present at this shareholders' meeting.

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