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芯碁微装: 第二届董事会第二十一次会议决议的公告

Core Viewpoint - The company is preparing for a significant transition by proposing the issuance of H shares and listing on the Hong Kong Stock Exchange, which aims to enhance its global presence and diversify financing channels [4][5][10]. Board Meeting Details - The second session of the company's board meeting was held on August 13, 2025, with all nine directors present, confirming compliance with relevant laws and regulations [1]. - The board unanimously approved several key proposals, including the election of new board members and the cancellation of the supervisory board [2][3][4]. Board Elections - The board proposed candidates for the third board of directors, including both non-independent and independent directors, with terms set for three years upon shareholder approval [2][3]. - The candidates for non-independent directors include Cheng Zhuo, Fang Lin, Zhao Lingyun, Zhou Chijun, and Liu Feng, while independent director candidates are Zhong Qi, Zhou Yana, and Wang Lede [2][3]. Cancellation of Supervisory Board - The board approved the cancellation of the supervisory board, which is expected to improve the governance structure and align with current legal requirements [4][3]. H Share Issuance - The company plans to issue H shares to enhance its international brand image and competitiveness, with the issuance expected to account for approximately 15% of the total share capital post-issuance [5][10]. - The issuance will be conducted through public offerings in Hong Kong and international placements, with specific details to be determined based on market conditions [9][12]. Use of Proceeds - Proceeds from the H share issuance will be allocated to capacity expansion, product development, market expansion, strategic investments, and general corporate purposes [18][19]. Governance and Compliance - The board approved revisions to the company's articles of association and internal governance systems to comply with Hong Kong regulations and support the H share issuance [20][22]. - The company will appoint Ernst & Young as the auditing firm for the H share issuance, ensuring compliance with relevant financial regulations [27]. Upcoming Shareholder Meeting - A shareholder meeting is scheduled for August 29, 2025, to review and approve the proposals discussed in the board meeting [30].