石 头 科 技: 北京石头世纪科技股份有限公司2025年第二次临时股东会会议资料

Core Viewpoint - The company plans to issue H-shares and list them on the Hong Kong Stock Exchange to enhance its global brand recognition, optimize capital structure, and expand financing channels [5][10][11]. Proposal Summaries - Proposal 1: Issuance of H-shares and listing on the Hong Kong Stock Exchange [1][4]. - Proposal 2: Plan for the issuance of H-shares [1][4]. - Proposal 3: Use of funds raised from the H-share issuance [1][10]. - Proposal 4: Application to convert to an overseas fundraising company [1][10]. - Proposal 5: Profit distribution plan before H-share issuance [1][10]. - Proposal 6: Proposal to cancel the supervisory board [1][12]. - Proposal 7: Amendments to the company's articles of association and related rules [1][12]. - Proposal 8: Draft amendments to the articles of association applicable after H-share issuance [1][14]. - Proposal 9: Amendments to internal governance systems applicable after H-share issuance [1][14]. - Proposal 10: Appointment of auditing firm for H-share issuance and listing [1][16]. - Proposal 11: Addition of directors [1][17]. - Proposal 12: Determination of director roles and members of the board committees [1][18]. - Proposal 13: Purchase of liability insurance for directors and senior management [1][18]. - Proposal 14: Authorization for the board to handle matters related to H-share issuance and listing [1][19]. Meeting Procedures - The meeting will be conducted with a combination of on-site and online voting [4][5]. - Attendees must register and confirm their participation before the meeting starts [2][3]. - Shareholders have the right to speak, inquire, and vote during the meeting [2][3]. Fundraising and Use of Proceeds - The funds raised will be used for international business expansion, product development, and general operational needs [10][11]. - The issuance will not exceed 15% of the total share capital post-issuance, with an option for over-allotment [6][7]. Governance Changes - The supervisory board will be abolished, with its functions transferred to the audit committee of the board [12][13]. - The board will increase its members from 6 to 8, with adjustments to the roles of non-executive and independent directors [17][18]. Compliance and Legal Framework - The issuance will comply with relevant laws and regulations, including those from the China Securities Regulatory Commission and the Hong Kong Stock Exchange [10][11][19]. - The company will appoint Ernst & Young as the auditing firm for the H-share issuance [16].