山金国际: 第九届董事会第十四次会议决议公告

Core Points - The company has decided to cancel the supervisory board and amend its articles of association to enhance governance efficiency and streamline management processes [1][2][3] - The company plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange to strengthen its global strategy and optimize its capital structure [9][10][11] Governance Changes - The supervisory board will be abolished, and its functions will be transferred to the audit committee of the board of directors [1][2] - The articles of association and related governance documents, including the rules for shareholder meetings and board meetings, will be revised to align with the new structure [2][3][4] - Several governance documents, such as the audit committee's working rules and the independent director system, have been approved [3][4][5] Board Composition - The board of directors will include both executive and non-executive directors, with specific roles assigned to each member [5][6] - The company has proposed the nomination of new non-independent and independent directors to enhance board diversity and expertise [6][7] H-Share Issuance - The company plans to issue H-shares, with a maximum of 15% of the total share capital post-issuance, to raise funds for various projects, including mining construction and exploration [9][10][18] - The issuance will be conducted through public offerings in Hong Kong and international placements, targeting both institutional and individual investors [10][11][12] Financial Management - The funds raised from the H-share issuance will be allocated for mining projects, debt repayment, and working capital [18][19] - The company has appointed KPMG as the auditing firm for the H-share issuance process [19]