韦尔股份: 2025年第二次临时股东大会会议资料

Core Viewpoint - Shanghai Weir Semiconductor Co., Ltd. is proposing to issue H shares and list them on the Hong Kong Stock Exchange to enhance its international strategy and overseas business development, thereby increasing its financing capabilities and overall competitiveness [3][4][5]. Group 1: Meeting Details - The second extraordinary general meeting of shareholders is scheduled for June 18, 2025, at 14:00 in Shanghai [1][2]. - Shareholders must register and sign in to participate in the meeting, with provisions for both on-site and online voting [1][2]. Group 2: H Share Issuance Proposal - The company plans to issue H shares and list them on the main board of the Hong Kong Stock Exchange, with the issuance subject to regulatory approvals [3][4]. - The proposed issuance will consist of ordinary shares with a nominal value of RMB 1.00 each, and the issuance scale is capped at 5% of the total share capital post-issuance, with an option for an additional 15% through an over-allotment option [4][5]. - The issuance will target both public investors in Hong Kong and qualified international institutional investors [4][5]. Group 3: Use of Proceeds - The funds raised from the H share issuance will be allocated to key technology development, global market expansion, strategic investments, and general corporate purposes [7][8]. - The board is authorized to adjust the use of proceeds based on regulatory feedback and operational needs [8]. Group 4: Governance and Compliance - The company seeks authorization from shareholders for the board to handle all matters related to the H share issuance, including regulatory compliance and communication with relevant authorities [10][11]. - The decision regarding the issuance's validity will last for 18 months, extendable if regulatory approvals are obtained within that period [15][19]. Group 5: Amendments to Corporate Governance - The company plans to amend its articles of association and related governance rules to align with the requirements for H share issuance and listing [19][20]. - The proposed amendments will ensure compliance with both domestic and Hong Kong regulations [19][20].