Sunway(SH:603333) Zheng Quan Zhi Xing·2025-07-16 12:13Core Points - The company held its first special meeting of the sixth board of independent directors on July 16, 2025, to discuss the issuance of shares to specific targets [1][2] - The independent directors unanimously approved the proposal for the company to issue shares to specific targets, confirming that the company meets all necessary qualifications and conditions [2][3] - The proposed issuance involves a maximum of 181,338,685 shares, which is not more than 30% of the company's total share capital after excluding treasury shares [4][5] Summary by Sections Issuance Proposal - The independent directors approved the proposal for the company to issue shares to specific targets, which will be submitted to the board's second meeting for further review [2][3] - The shares to be issued are domestic listed ordinary shares (A shares) with a par value of RMB 1.00 per share [2][3] - The issuance price is set at RMB 6.31 per share, which is not less than 80% of the average trading price over the previous 20 trading days [3][4] Subscription and Use of Proceeds - The controlling shareholder, Fuhua Chemical, will subscribe to all shares issued in cash [3][4] - The total amount raised from this issuance is expected to be no more than RMB 1,144.2471 million, which will be used for specified projects [5][6] Shareholder Return and Future Planning - The company has established a shareholder return plan for the next three years (2025-2027) to ensure a stable profit distribution policy [9][10] - The independent directors believe that the plan aligns with legal regulations and does not harm the interests of shareholders, especially minority shareholders [9][10] Related Transactions and Authorizations - The independent directors approved the signing of a conditional share subscription agreement with Fuhua Chemical, which constitutes a related party transaction [11][12] - The board will seek authorization from the shareholders' meeting to handle all matters related to the share issuance [12][13] - The independent directors also agreed to exempt Fuhua Chemical from making a mandatory tender offer due to the increase in shareholding post-issuance [14][15] Previous Fund Usage Report - The company prepared a special report on the usage of previously raised funds, which was verified by an accounting firm [16]