泛亚微透: 泛亚微透第四届监事会第八次会议决议公告

Core Points - The company held its 8th meeting of the 4th Supervisory Board on August 26, 2024, where several key resolutions were passed regarding the company's operations and financial strategies [1][2][3] Financial Reporting - The Supervisory Board approved the 2025 semi-annual report, confirming that the report's preparation and review complied with relevant laws and regulations, and accurately reflected the company's financial status and operational results [1][2] - The report was deemed to contain no false records, misleading statements, or significant omissions, with all members of the Supervisory Board taking legal responsibility for its accuracy [1] Corporate Actions - The company approved a proposal to provide guarantees for its controlling subsidiary to meet its operational funding needs, with the Supervisory Board affirming that this would not pose significant financial risks [2] - A resolution was passed to increase capital and introduce strategic investors for the subsidiary, aiming to enhance its long-term development and optimize its capital structure [2][3] Governance Changes - The company decided to abolish the Supervisory Board and amend its Articles of Association, transferring the Supervisory Board's powers to the Audit Committee of the Board of Directors [3][4] Stock Issuance - The company confirmed its eligibility to issue A-shares to specific investors, with a proposal for the issuance to be submitted for approval at the upcoming shareholders' meeting [4][5] - The planned issuance will involve up to 27,300,000 shares, representing no more than 30% of the company's total share capital prior to the issuance [7][8] - The issuance price will be set at no less than 80% of the average trading price over the 20 trading days preceding the pricing date [6][7] Fund Utilization - The total amount to be raised from the issuance is capped at 698.51 million yuan, with the net proceeds allocated to a project focused on the industrialization of low-dielectric-loss flexible copper-clad laminates for 6G communications [8][9] - The company may initially use self-raised funds for the project before the issuance proceeds are available, with plans to replace these funds once the proceeds are received [9] Shareholder Returns - A three-year dividend return plan was approved, aimed at enhancing the transparency and sustainability of the company's profit distribution policy [13][14] - The company will establish a special account for the raised funds, ensuring regulatory compliance and proper oversight of fund usage [14][15]