芯海科技: 第四届监事会第五次会议决议公告

Core Viewpoint - The company plans to cancel its supervisory board and amend its articles of association, transferring the supervisory functions to the audit committee of the board of directors, while also proposing to issue H shares and list them on the Hong Kong Stock Exchange to enhance its international presence and competitiveness [1][2][3]. Group 1: Cancellation of Supervisory Board - The supervisory board has approved the proposal to cancel the supervisory board and amend the articles of association, which will take effect upon approval by the shareholders' meeting [2][3]. - The decision was made in compliance with relevant laws and regulations, and the supervisory board will continue to fulfill its duties until the shareholders' meeting [2][3]. Group 2: H Share Issuance and Listing - The company intends to issue H shares and apply for listing on the main board of the Hong Kong Stock Exchange to support its internationalization strategy and optimize its capital structure [2][3][4]. - The issuance will comply with both Chinese and Hong Kong regulations, and the specific issuance details will be determined based on market conditions and regulatory approvals [3][4][5]. Group 3: Issuance Plan and Use of Proceeds - The proposed issuance will not exceed 15% of the total share capital post-issuance, with an option for an overallotment of up to 15% [5][6]. - The proceeds from the issuance will be used for enhancing R&D capabilities, strategic investments, building a global marketing network, and supplementing working capital [9][10]. Group 4: Profit Distribution and Auditing - The company plans to distribute retained earnings among all shareholders post-issuance, ensuring fair treatment for both existing and new shareholders [11][12]. - Tianjian International Accounting Firm has been proposed as the auditing institution for the H share issuance, meeting the necessary professional and independence standards [12][13].