昆山科森科技股份有限公司第四届董事会第二十三次会议决议公告

Core Viewpoint - The company, Kunshan Kesen Technology Co., Ltd., held its 23rd meeting of the 4th Board of Directors on November 25, 2025, where significant resolutions were passed regarding the appointment of a board secretary and a foreign investment project in Malaysia [2][5][15]. Group 1: Board Meeting Details - The board meeting was conducted in a hybrid format, combining in-person and communication methods, and was chaired by Chairman Xu Jingen [2]. - All 7 directors participated in the voting, with no dissenting or abstaining votes recorded [3][4]. - The meeting's convening and proceedings complied with relevant laws and the company's articles of association, ensuring the legality and validity of the resolutions [4]. Group 2: Resolutions Passed - The board approved the appointment of Ms. Wang Yaqian as the board secretary, with unanimous support from all directors [5][11]. - The board also approved a foreign investment proposal to establish a wholly-owned subsidiary in Malaysia, with unanimous support [7][13]. Group 3: Foreign Investment Overview - The company plans to invest $30 million to establish a subsidiary named Sentronics Precision Industry (M) Sdn. Bhd. in Johor, Malaysia, to meet overseas customer demands [15][16]. - The investment will be funded through the company's own resources, and the actual investment amount will depend on approvals from Chinese and local authorities [16][19]. - The subsidiary will focus on the research, production, and sales of precision metal components and related products [18]. Group 4: Operational and Structural Details - The Malaysian subsidiary will occupy approximately 21,486 square meters of land, which includes two existing factory buildings [18]. - The company will appoint or hire management personnel for the new subsidiary from within the company or externally [18]. - The investment does not constitute a related party transaction or a significant asset restructuring as per regulatory definitions [17].