云天励飞: 2025年第二次临时股东大会会议资料

Core Viewpoint - Shenzhen Yuntian Lifi Technology Co., Ltd. is planning to issue H shares and list on the main board of the Hong Kong Stock Exchange to enhance its competitiveness and international brand image while diversifying its financing channels [9][10][11]. Group 1: Meeting Procedures - The meeting will be conducted using a combination of on-site and online voting methods [5]. - Attendees must arrive 30 minutes before the meeting to sign in and present identification [2]. - The meeting will follow a specific agenda for reviewing and voting on proposals [4][5]. Group 2: Proposals for H Share Issuance - Proposal 1: The company plans to issue H shares and list them on the Hong Kong Stock Exchange, with the shares being ordinary shares with a par value of RMB 1.00 each [10][11]. - Proposal 2: The issuance will include a public offering in Hong Kong and an international placement, with the total number of H shares not exceeding 15% of the company's total share capital post-issuance [11][12]. - Proposal 3: The company will seek authorization from the shareholders to handle all matters related to the H share issuance, including determining the issuance scale and pricing [19][20]. Group 3: Governance Changes - The company proposes to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, and will revise its articles of association accordingly [6][7]. - The internal governance rules will also be updated to reflect the changes in the supervisory structure [7][8]. Group 4: Use of Proceeds - The funds raised from the H share issuance will be allocated for R&D of AI inference chips, expanding product applications, and enhancing global market presence [17]. - The board will have the authority to adjust the use of proceeds based on regulatory feedback and operational needs [17]. Group 5: Legal and Regulatory Compliance - The company will ensure compliance with all relevant laws and regulations during the H share issuance process, including those from the China Securities Regulatory Commission and the Hong Kong Stock Exchange [9][10][25]. - Legal opinions will be provided by the appointed law firm to ensure the legality of the proceedings [4][5].