泛亚微透: 泛亚微透第四届董事会第八次会议决议公告

Core Viewpoint - The board of Jiangsu Panya Micro透 Technology Co., Ltd. has approved several key resolutions during its eighth meeting, including the approval of the 2025 semi-annual report, providing guarantees for a subsidiary, and plans for a private placement of A-shares to raise funds for technological innovation projects [1][2][3][4][5][6][10]. Group 1: Financial Reports and Guarantees - The board approved the 2025 semi-annual report with unanimous support from all attending directors [1]. - The company plans to provide a guarantee of up to RMB 200 million for its subsidiary, Changzhou Lingtian Da New Energy Technology Co., Ltd., to support its operational funding needs [2]. - The board also approved a capital increase and share transfer for its wholly-owned subsidiary, Changzhou Panya Anjie Medical Equipment Technology Co., Ltd., involving an investment of RMB 2.143 million [2][3]. Group 2: Corporate Governance Changes - The board approved the cancellation of the supervisory board and the revision of the company's articles of association, transferring the supervisory responsibilities to the audit committee of the board [3][4]. - The company is revising its governance systems to align with the latest legal and regulatory requirements [5]. Group 3: A-Share Issuance Plans - The board confirmed that the company meets the conditions for issuing A-shares to specific investors, with plans to raise up to RMB 698.51 million [6][10]. - The issuance will involve no more than 27.3 million shares, representing up to 30% of the company's total share capital prior to the issuance [9][10]. - The funds raised will primarily be allocated to the industrialization project of low-dielectric-loss FCCL flexible copper-clad laminates for 6G communications [10]. Group 4: Shareholder Returns and Future Plans - The company has established a three-year dividend return plan for 2025-2027 to enhance profit distribution transparency and protect shareholder rights [16]. - The board has proposed to authorize the board of directors to handle all matters related to the A-share issuance, with the authorization valid for 12 months [17]. Group 5: Related Party Transactions - The company plans to engage in related party transactions for leasing or purchasing assets from a subsidiary to support its fundraising projects, ensuring fair pricing based on market evaluations [18][19].