星宸科技: 第二届监事会第九次会议决议公告

Core Viewpoint - The company, Xingchen Technology Co., Ltd., is undergoing significant changes including a capital restructuring, the abolition of the supervisory board, and plans for an H-share issuance and listing on the Hong Kong Stock Exchange to enhance its global brand recognition and competitiveness [1][2][3][4][5][6]. Group 1: Supervisory Board Meeting - The ninth meeting of the supervisory board was held, with all three members present, and the meeting complied with relevant laws and regulations [1]. - The supervisory board approved the change of the registered capital from RMB 421,060,000 to a new amount, aligning with the updated Company Law and related regulations [1]. - The supervisory board decided to abolish the supervisory board and transfer its powers to the audit committee, revising the company's articles of association accordingly [1]. Group 2: Annual Audit Firm Appointment - The supervisory board agreed to reappoint Ernst & Young Hua Ming as the company's auditor for the fiscal year 2025, citing their experience and quality of service [2]. Group 3: H-Share Issuance and Listing - The supervisory board approved the plan for the company to issue H-shares and list on the main board of the Hong Kong Stock Exchange, aiming to optimize capital structure and diversify financing channels [3][4]. - The H-shares will be ordinary shares with a par value of RMB 1.00, and the issuance will be conducted through public offerings in Hong Kong and international placements [4][5]. - The maximum number of H-shares to be issued will not exceed 15% of the total share capital post-issuance, with provisions for an over-allotment option [4][5]. Group 4: Use of Proceeds - The funds raised from the H-share issuance will be used for enhancing R&D capabilities, strategic investments, working capital, and general corporate purposes [6]. - The company will transition to a limited company for overseas raised shares post-H-share issuance [6]. - The company plans to ensure that retained earnings before the H-share issuance will be shared among all shareholders based on their holdings after the issuance [6].