Meeting Overview - The third meeting of the Supervisory Board of Suzhou Kema Material Technology Co., Ltd. was held on August 22, 2025, with all three supervisors present [1][2]. Key Resolutions - The Supervisory Board approved the proposal to cancel the Supervisory Board, adjust the Board of Directors, change the company's registered address, and amend the Articles of Association [1][2]. - The company will no longer have a Supervisory Board, and the powers of the Supervisory Board will be transferred to the Audit Committee of the Board of Directors [1][2]. - The registered address will be changed from "No. 58, Lijiang Road, Suzhou High-tech Zone" to "No. 1, Xinqian Road, Suzhou High-tech Zone" [2]. Internal Governance - The Supervisory Board approved the proposal to formulate and amend internal governance systems, including the "Prevention of Fund Occupation by Controlling Shareholders and Related Parties" [5][6]. - Various internal governance documents were reviewed and approved, with all sub-proposals receiving unanimous support [5][6]. Financial Reports - The Supervisory Board approved the 2025 Half-Year Report and its summary, confirming that the report accurately reflects the company's situation [6][7]. - The Board also approved the Special Report on the Use of Raised Funds for the first half of 2025 [6][7]. Convertible Bond Issuance - The Supervisory Board confirmed that the company meets the conditions for issuing convertible bonds to unspecified investors, with a total issuance amount not exceeding RMB 750 million [7][8]. - The proposed convertible bonds will have a face value of RMB 100 each and a term of six years, with interest paid annually [8][9]. - The initial conversion price will be determined based on the average trading price of the company's shares prior to the bond issuance [10][11]. Fund Utilization - The total investment for the projects funded by the raised capital is estimated at RMB 878.1542 million, with RMB 750 million planned to be raised through the bond issuance [20][21]. - The company will use self-raised funds for project implementation before the raised funds are available [20][21]. Shareholder Rights and Obligations - Bondholders will have rights to interest payments, conversion to shares, and the ability to sell back their bonds under certain conditions [19][20]. - The company will ensure that the rights of bondholders are protected and will hold meetings to address any significant changes affecting their interests [19][20]. Future Plans - The company has developed a three-year dividend return plan for 2025-2027, which was approved by the Supervisory Board [25][26]. - The company will also establish rules for the organization and behavior of convertible bondholders' meetings to safeguard their rights [26].
珂玛科技: 监事会决议公告