露笑科技股份有限公司 第六届董事会第十七次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 一、董事会议召开情况 露笑科技股份有限公司（以下简称"公司"或"露笑科技"）第六届董事会第十 七次会议于 2025 年 8 月 18 日上午 9:00 在诸暨市店口镇露笑路 38 号公司办公 大楼会议室以现场方式召开，全体董事签署了关于同意豁免本次会议通知期限的 意见。会议应出席董事 8 人，现场会议实际出席董事 8 人。会议由董事长鲁永先 生主持。监事及部分高级管理人员列席会议。本次会议的召开与表决程序符合《公 司法》和《公司章程》等相关规定。 二、董事会议审议情况 经与会董事充分讨论，表决通过如下决议： 1、审议通过《关于公司股东拟变更下属部分项目子公司权属证书办理承诺 及延期承诺的议案》 表决结果：5 票同意、0 票反对、0 票弃权，3 票回避的表决结果，通过本 议案。 证券代码：002617 证券简称：露笑科技 公告编号：2025-045 董事鲁永先生为露笑集团一致行动人，余飞先生、贺磊先生为东方创投派出 的董事，已回避表决。 本议案已经独立董事专门 ...

Core Viewpoint - Lushow Technology (002617.SZ) is planning to issue H-shares and list on the Hong Kong Stock Exchange to enhance its global strategy and brand image, with specific details still under discussion [1] Financial Performance - Lushow Technology's revenue over the past five years has been 2.848 billion, 3.555 billion, 3.342 billion, 2.772 billion, and 3.717 billion yuan respectively [1] - The net profit attributable to the parent company for the same period was 129.8 million, 68.16 million, -255.8 million, 131 million, and 258 million yuan respectively [1] - The non-recurring net profit figures were 27.48 million, -5.737 million, -232.7 million, 10.86 million, and 22.58 million yuan respectively [1] Growth Indicators - The total revenue for the year ending December 31, 2024, was 3.717 billion yuan, showing a year-on-year growth of 34.07% [2] - The net profit attributable to the parent company for the same period was 258 million yuan, with a year-on-year growth of 97.03% [2] - The non-recurring net profit for the year was 225.8 million yuan, reflecting a year-on-year growth of 108.00% [2] Fundraising and Financial Discrepancies - Since its IPO in 2011, Lushow Technology has raised a total of 6.719 billion yuan through six fundraising events, but has accumulated a net loss of 684 million yuan in non-recurring profits [2][3] - The company’s initial public offering raised 540 million yuan, with subsequent fundraising rounds totaling 6.719 billion yuan [3] - The company has conducted five additional fundraising rounds since its IPO, with the most recent round raising approximately 2.512 billion yuan [7]

Group 1 - The trend of A-share companies issuing H-shares continues, with 8 companies, including LuXiao Technology, TianYue Advanced, and ShunHao Co., disclosing their progress in listing in Hong Kong this week [1]

Core Viewpoint - LuXiao Technology plans to list on the Hong Kong Stock Exchange to advance its globalization strategy and enhance its international brand image, despite a history of significant losses and lack of shareholder returns since its listing in 2011 [1][12]. Fundraising and Financial Performance - Since its IPO in 2011, LuXiao Technology has raised over 67 billion yuan, but has accumulated a net profit loss of 6.8 billion yuan [5][12]. - From 2016 to 2024, the company raised a total of 61.79 billion yuan through five rounds of private placements, yet reported a cumulative net profit loss of 8 billion yuan during the same period [2][5]. - The company has not paid any cash dividends in the last seven years, with total cash dividends amounting to only 0.37 billion yuan since 2016, which is less than 0.6% of the total fundraising amount [5][6]. Investment Progress and Use of Funds - LuXiao Technology's last fundraising round in July 2022 raised 25.67 billion yuan, but only 2.85 billion yuan has been utilized as of the end of 2024, indicating a mere 11.3% progress on investment projects [7][10]. - The largest project, the third-generation power semiconductor (silicon carbide) industrial park, was allocated 19.4 billion yuan, but only 1.03 billion yuan has been invested, reflecting a progress rate of just 5.29% [7][12]. Revenue Composition and Globalization Claims - Since its listing, LuXiao Technology has maintained a domestic revenue share above 90% for 13 out of 14 years, with the last four years showing over 95% [1][12]. - The company's reported revenues from 2021 to 2024 were 35.53 billion yuan, 33.42 billion yuan, 27.72 billion yuan, and 37.17 billion yuan, with domestic revenues consistently making up over 95% of total revenues [12][13].

Core Viewpoint - The company plans to issue H shares and list them on the Hong Kong Stock Exchange to enhance its international strategy, attract talent, and improve its financing capabilities [1][2][3] Board Meeting Details - The sixth board meeting was held on August 13, 2025, with all eight directors present, and the meeting complied with relevant laws and regulations [1] - The board unanimously approved the proposal to issue H shares and list them on the Hong Kong Stock Exchange [2][3] Issuance Plan - The H shares will be ordinary shares with a par value of RMB 1.00 each, available for subscription in foreign currency [2] - The issuance will be conducted through a combination of public offering in Hong Kong and international placement [2][5] - The maximum number of H shares to be issued will not exceed 25% of the total share capital post-issuance, with an option for underwriters to exercise an over-allotment of up to 15% [3][4] Fund Utilization - The funds raised will primarily be used for capacity expansion, product development, and repayment of bank loans, among other operational needs [7][8] Shareholder Approval - The proposal requires approval from the shareholders' meeting, and the board is authorized to handle all matters related to the issuance and listing [9][19] Governance Adjustments - The company will revise its articles of association and internal governance rules to align with the requirements of the Hong Kong Stock Exchange and relevant laws [20][29] - The board will also adjust the composition of its committees to meet regulatory standards [27][28] Audit and Compliance - The company has appointed an auditing firm for the issuance process and will ensure compliance with all regulatory requirements [24][25]

Group 1 - The company plans to issue H shares and list them on the Hong Kong Stock Exchange to enhance its international strategy and attract talent [1][2][6] - The issuance will involve a maximum of 25% of the company's total share capital post-issuance, subject to market conditions and regulatory approvals [3][4] - The funds raised will be used for capacity expansion, product development, and repayment of bank loans among other purposes [6][8] Group 2 - The issuance will include both a public offering in Hong Kong and an international placement, with specific allocation strategies based on demand and investor quality [4][5] - The company will determine the issuance price based on market conditions and investor interest, following international practices [3][4] - The company aims to ensure that existing shareholders and new H share investors benefit from the distribution of retained earnings post-issuance [8][9]

Meeting Information - The company will hold its third extraordinary general meeting of shareholders on August 29, 2025, at 14:30 [1][2] - The meeting will include both on-site and online voting options for shareholders [2][8] Voting Procedures - Shareholders can vote on-site or through the Shenzhen Stock Exchange's internet voting system during specified times on August 29, 2025 [2][8] - All shareholders registered by the cut-off date of August 22, 2025, are eligible to participate and vote [2][5] Agenda Items - The meeting will discuss several proposals, including the issuance of H shares and related fundraising plans [4][6] - Other proposals include amendments to the company's articles of association and governance rules post-H share issuance [6][12] Registration and Participation - Shareholders must register to attend the meeting, providing necessary identification and documentation [7][8] - Proxy voting is allowed, and specific forms must be completed for authorized representatives [10][12]

Core Points - Liu Qiang, an independent director of the company, has submitted his resignation due to personal reasons, effective upon the appointment of a new independent director [1] - The resignation will result in the number of independent directors falling below one-third of the board members, necessitating a replacement according to relevant laws and regulations [1] - The board expresses gratitude for Liu Qiang's contributions during his tenure and will initiate the process to elect a new independent director promptly [1] Summary by Sections - **Resignation Announcement** - Liu Qiang has resigned from his position as an independent director and related committee roles [1] - He will continue to fulfill his duties until a new independent director is appointed [1] - **Regulatory Compliance** - The resignation leads to a situation where independent directors are less than one-third of the board, triggering the need for a replacement as per company law and regulations [1] - **Acknowledgment of Contributions** - The board acknowledges Liu Qiang's diligence and contributions during his time as a director [1] - The company will follow legal procedures to conduct the election of a new independent director [1]

Core Viewpoint - The company has appointed Yongtuo Fuxin Accounting Firm as the auditor for its H-share issuance and listing in Hong Kong, pending approval from the shareholders' meeting [1][7]. Group 1: Auditor Information - Yongtuo Fuxin was established in 2017 and is registered with the Accounting and Financial Reporting Bureau as a public interest entity auditor, having served over 30 Hong Kong-listed companies [1]. - The firm has a team of over 70 professionals, primarily aged between 25 and 40, including more than 20 certified public accountants with substantial practical experience [1][2]. - Yongtuo Fuxin has not faced any civil lawsuits related to its professional conduct in the past three years and has a good record of investor protection [2]. Group 2: Project Team Members - The project team includes several experienced professionals: - Zhou Jiali, a partner with over 20 years of experience, previously worked at Deloitte and has expertise in accounting, auditing, and corporate financing [2][3]. - Li Enhui, the managing partner, has 20 years of experience and has helped companies successfully list in Hong Kong [3][4]. - Li Wentai, a senior consultant with 40 years of experience, has been involved in significant asset acquisitions and mergers [4]. - Liao Yilin, a partner with 20 years of experience, has also assisted companies in listing in Hong Kong [4]. - Xu Minjie and Xie Fengge, both joint directors, have nearly 10 years of experience in auditing and corporate financing [5]. Group 3: Approval Process - The Audit Committee reviewed and approved the appointment of Yongtuo Fuxin, confirming its capability and independence for the H-share issuance [6][7]. - Independent directors also held a special meeting to agree on the appointment, ensuring compliance with relevant laws and regulations [6].

Core Viewpoint - The independent director candidate, Yu Jianjun, has declared his commitment to the role and confirmed his independence from any relationships that could affect his impartiality in serving on the board of Luxiao Technology Co., Ltd [2][3]. Group 1: Candidate Qualifications - The candidate has undergone qualification review by the nomination committee and has no conflicting interests with the company [2]. - The candidate meets the requirements set forth by the Company Law of the People's Republic of China regarding eligibility to serve as a director [3]. - The candidate possesses the necessary knowledge of company operations and relevant legal regulations, with over five years of experience in law, economics, management, accounting, or finance [4]. Group 2: Compliance and Responsibilities - The candidate has confirmed that serving as an independent director will not violate any relevant laws or regulations, including those from the Central Commission for Discipline Inspection and the Ministry of Education [3][4]. - The candidate has committed to adhering to the regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange during their tenure [8]. - The candidate has pledged to report any changes in their eligibility to the board and resign if they no longer meet the qualifications for independent directors [8].