Meeting Overview - The second board meeting of Kefu Medical Technology Co., Ltd. was held on August 7, 2025, with all 7 directors present, including independent director Wen Zhihao attending via communication [1] - The meeting was chaired by Chairman Zhang Min and complied with relevant laws and regulations [1] Board Resolutions - The board approved a proposal to issue overseas listed foreign shares (H shares) and apply for listing on the Hong Kong Stock Exchange to enhance the company's global strategy and brand recognition [1][2] - The proposal received unanimous support with 7 votes in favor, 0 against, and 0 abstentions [2] Listing Details - The H shares will be ordinary shares with a nominal value of RMB 1.00, to be issued in foreign currency [2] - The issuance will occur within 24 months after the shareholders' meeting approval or within an extended period if agreed by shareholders [2] - The issuance method includes public offering in Hong Kong and international placement to qualified institutional investors [3] Issuance Scale and Pricing - The number of H shares issued will not exceed 15% of the total share capital before the issuance, with an option for an additional 15% through an over-allotment option [4] - The pricing will consider existing shareholder interests, investor acceptance, and market conditions, determined by the board and overall coordinators [4][5] Target Investors and Distribution - The issuance will target global investors, including those from Hong Kong, Macau, Taiwan, and other foreign investors [5] - The allocation of shares will depend on the number of valid applications received during the public offering in Hong Kong [6] Fund Utilization - The funds raised will be used for product R&D, global sales network expansion, business development, and working capital [10][11] - The board will have the authority to adjust the use of funds based on regulatory feedback and actual needs [11] Corporate Governance Adjustments - The company plans to amend its articles of association and governance structure to comply with the requirements for H share issuance [14][15] - The board will be authorized to make necessary adjustments to the governance documents post-issuance [15] Independent Director Appointment - The board approved the election of Shen Nan as an independent director, effective upon shareholder meeting approval [18] Committee Adjustments - The composition of various board committees has been adjusted to enhance governance following the appointment of the new independent director [19] Regulatory Compliance - The issuance and listing plan must be submitted for approval to the China Securities Regulatory Commission and the Hong Kong Stock Exchange [2][9]
可孚医疗: 第二届董事会第十六次会议决议公告