佳都科技: 佳都科技第十一届董事会2025年第一次临时会议决议公告

Core Viewpoint - The company plans to issue H shares and apply for listing on the Hong Kong Stock Exchange to enhance its international competitiveness, brand image, and overseas business layout [1][2][3] Group 1: Issuance and Listing Proposal - The board approved the proposal to issue H shares and apply for listing on the Hong Kong Stock Exchange [1][2] - The issuance aims to optimize the capital structure and improve corporate governance [1][2] - The proposal has been pre-reviewed by the board's strategic and ESG committee and requires shareholder approval [2][3] Group 2: Issuance Details - The H shares will be ordinary shares with a par value of RMB 1.00, denominated in foreign currency [3] - The issuance will not exceed 15% of the total share capital post-issuance, with an option for an additional 15% in case of over-allotment [5][6] - The issuance will be conducted through public offering in Hong Kong and international placement [6][7] Group 3: Fund Utilization - Proceeds from the issuance will be used for business development, including enhancing R&D capabilities, global marketing, and potential investments and acquisitions [9][10] - The board is authorized to adjust the use of funds based on regulatory feedback and market conditions [10] Group 4: Governance and Compliance - The company will amend its articles of association and governance documents to comply with Hong Kong regulations post-listing [23][24] - The board will appoint a joint company secretary and authorized representatives to handle compliance and communication with regulatory bodies [29] Group 5: Board and Committee Changes - The board nominated Zhu Minghua as an independent non-executive director, pending shareholder approval [26] - The audit committee will expand from three to four members with the addition of Zhu Minghua [27] - The roles of directors will be defined post-listing, ensuring compliance with the Hong Kong Listing Rules [28]