MPCSH(SZ:000637) Zheng Quan Zhi Xing·2025-08-31 08:15Core Viewpoint - The company has convened a special meeting of the independent directors to approve the proposal for issuing A-shares to specific targets, confirming compliance with relevant laws and regulations [1][3][7]. Group 1: Meeting Details - The second special meeting of the 13th Board of Independent Directors was held on August 29, 2025, with all three independent directors present [1]. - The meeting was convened in accordance with the Company Law and the Articles of Association [1]. Group 2: A-Share Issuance Proposal - The company confirmed its eligibility to issue A-shares to specific targets based on self-assessment against legal requirements [1][3]. - The proposed issuance involves domestic listed RMB ordinary shares (A-shares) with a par value of RMB 1.00 per share [3]. - The issuance price is set at RMB 3.41 per share, which is not less than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [3][4]. Group 3: Issuance Details - The maximum number of shares to be issued is 155,962,606, not exceeding 30% of the total share capital before the issuance [5]. - The controlling shareholder, Maoming Port Group, will subscribe to the shares in cash, with a lock-up period of 36 months post-issuance [5][6]. Group 4: Fund Utilization and Reports - The total funds raised from this issuance will be used to supplement working capital [6]. - The company has prepared various reports, including feasibility analyses for the use of raised funds, confirming that the issuance aligns with the company's long-term strategy and benefits all shareholders [7][9]. Group 5: Related Transactions and Commitments - The issuance involves related transactions with the controlling shareholder, which have been conducted fairly and transparently [10]. - The company has committed to measures to mitigate the dilution of immediate returns for existing shareholders [10][11]. Group 6: Authorization and Compliance - The board seeks authorization from the shareholders' meeting to handle all matters related to the issuance efficiently [12]. - The proposal is subject to approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission [7].