潮宏基: 第七届董事会第三次会议决议公告

Core Viewpoint - Guangdong Chaohongji Industrial Co., Ltd. plans to issue H shares and apply for listing on the Hong Kong Stock Exchange to enhance its capital strength and competitiveness, as well as to advance its internationalization strategy [1][2]. Group 1: Board Meeting Decisions - The board meeting held on June 9, 2025, approved the proposal to issue H shares with a unanimous vote of 9 in favor [1][2]. - The issuance of H shares will be conducted as public offerings in Hong Kong and international placements, with the total number of H shares not exceeding 15% of the company's total share capital post-issuance [3][4]. - The board has the authority to determine the specific issuance timing based on market conditions and regulatory approvals [2][3]. Group 2: Issuance Details - The H shares will have a par value of RMB 1.00 and will be offered in foreign currency [2][3]. - The pricing of the H shares will consider the interests of existing shareholders and market conditions at the time of issuance [4][5]. - The distribution of shares will be based on the number of valid applications received during the public offering in Hong Kong, with a potential "reallocation" mechanism for oversubscription [5][6]. Group 3: Fund Utilization - The funds raised from the H share issuance will be used for expanding domestic and international business, enhancing brand influence, improving research and production capabilities, and supplementing working capital [9][10]. - If the raised funds are insufficient for project needs, the company will seek alternative funding solutions [10]. Group 4: Regulatory Compliance and Governance - The company will apply to convert into an overseas fundraising company and will comply with relevant laws and regulations [9][10]. - The board will be authorized to handle all matters related to the H share issuance and listing, including communication with regulatory bodies [12][14]. - The company plans to appoint Ernst & Young as the auditing firm for the H share issuance [11][12]. Group 5: Internal Governance Adjustments - The company will revise its internal governance documents to align with the requirements of the H share issuance and listing [21][22]. - The board will establish a "Strategic and ESG Committee" to enhance governance post-listing [21][22]. Group 6: Future Meetings and Elections - The board has proposed to hold the first extraordinary shareholders' meeting of 2025 to discuss the H share issuance and related matters [30]. - The election of Lin Junping as the vice chairman of the board was approved [30].