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智明达: 成都智明达第三届董事会第六次独立董事专门会议决议

Core Viewpoint - Chengdu Zhimingda Electronics Co., Ltd. has convened the sixth special meeting of the third board of directors to approve the proposal for a simplified procedure for issuing shares to specific investors, confirming compliance with relevant laws and regulations [1][2][8]. Summary by Sections Meeting Overview - The meeting was held on June 30, 2025, with all three independent directors present, and the procedures followed legal requirements [1]. Approval of Stock Issuance - The independent directors approved the proposal confirming the company's eligibility to issue shares through a simplified procedure to specific investors [2][8]. - The stock to be issued is ordinary shares (A-shares) with a par value of RMB [2]. Issuance Details - The issuance will occur within ten working days after the China Securities Regulatory Commission (CSRC) registration decision [2]. - The target investors include up to 35 specific institutional and individual investors, including qualified foreign institutional investors [2][3]. Pricing and Quantity - The pricing will be based on the average trading price over the 20 trading days prior to the pricing date, with a minimum price set at 80% of this average [3][4]. - The total number of shares issued will not exceed 30% of the company's total shares before the issuance, with a fundraising cap of RMB 300 million [5][6]. Fundraising Purpose - The total amount to be raised is RMB 21,340,000, which will be used for projects including embedded computer research and development for unmanned equipment and commercial aerospace [6][7]. Lock-up Period - Shares acquired by investors will have a lock-up period of six months post-issuance, in compliance with regulatory requirements [5][6]. Future Plans and Reports - The company has prepared various reports, including feasibility studies and analyses related to the stock issuance, confirming alignment with legal and regulatory standards [9][10][11]. - A three-year dividend return plan for shareholders from 2025 to 2027 has also been established to enhance transparency and investor returns [12][13]. Previous Fund Usage - The company has reported on the usage of previously raised funds, ensuring compliance with relevant regulations [14].