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方正科技: 方正科技第十三届监事会2025年第三次会议决议公告

Core Viewpoint - The company, Founder Technology Group Co., Ltd., has announced the resolutions from its 2025 third meeting of the 13th Supervisory Board, focusing on the approval of a plan to issue A-shares to specific investors, which requires further approval from the shareholders' meeting [1][2][8]. Group 1: Issuance of A-Shares - The Supervisory Board confirmed that the company meets the conditions for issuing A-shares to specific investors as per relevant laws and regulations [1][2]. - The proposed issuance will involve domestic listed RMB ordinary shares (A-shares) with a par value of RMB 1.00 per share [2]. - The issuance will be conducted through a specific object issuance method, with the issuance price not lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [5][6]. Group 2: Subscription Details - The issuance will include up to 35 specific investors, with the controlling shareholder, Zhuhai Huashi Huanxin Fangke Investment Enterprise (Limited Partnership), committing to subscribe for no more than 23.50% of the total issuance amount, capped at RMB 46,500.00 million [3][4]. - Other investors will include qualified institutional investors as defined by the China Securities Regulatory Commission (CSRC) [3][4]. Group 3: Fundraising and Project Investment - The total amount to be raised from the issuance is capped at RMB 198,000.00 million, with the funds allocated primarily to the construction of an artificial intelligence and high-density interconnection circuit board industrial base project [6][7]. - If the actual net fundraising amount is less than the planned investment, the company will cover the shortfall through self-raised funds [7]. Group 4: Lock-up Period and Shareholder Rights - Shares subscribed by Zhuhai Huashi Huanxin Fangke will be subject to an 18-month lock-up period, while shares subscribed by other investors will have a 6-month lock-up period [7][8]. - Post-issuance, all shareholders will share the undistributed profits accumulated before the issuance according to their respective shareholding ratios [8]. Group 5: Future Plans and Reports - The company plans to submit various proposals related to the issuance, including feasibility analysis reports and shareholder return plans, for approval at the upcoming shareholders' meeting [9][10][11]. - The company has also proposed a stock incentive plan to attract and retain talent, which will be presented for shareholder approval [11][12].