紫光股份有限公司 第九届董事会第二十次会议决议公告

Core Viewpoint - The company has decided to terminate the issuance of H-shares and the related listing on the Hong Kong Stock Exchange, prioritizing shareholder interests and strategic development [3][67]. Group 1: Termination of H-share Issuance - The company held a board meeting on February 11, 2026, where it unanimously approved the termination of the H-share issuance plan [3][67]. - This decision is based on a careful analysis of the company's strategic development and aims to protect shareholder interests [3][67]. Group 2: A-share Issuance Proposal - The company plans to issue A-shares to specific investors, which requires approval from the shareholders' meeting [7][9]. - The proposed issuance will consist of domestic RMB ordinary shares (A-shares) with a par value of RMB 1.00 per share [10]. - The issuance will be conducted through a specific object issuance method, with the timing to be determined after obtaining regulatory approval [11][13]. Group 3: Financial Aspects of A-share Issuance - The total amount to be raised from the A-share issuance is capped at RMB 557 million, which will be used for specific projects including the acquisition of a 6.98% stake in Xinhua San [21][75]. - The company will establish a special account for the management of the raised funds to ensure proper usage and compliance with regulations [56]. Group 4: Shareholder Return and Governance - The company has developed a three-year shareholder return plan (2026-2028) to ensure stable returns and enhance transparency in profit distribution [55]. - The governance structure is designed to ensure compliance with legal requirements and effective management of the raised funds [83]. Group 5: Market Context and Strategic Rationale - The acquisition of the stake in Xinhua San is aimed at enhancing control and profitability, leveraging growth opportunities in the digital economy [81][82]. - The ICT industry is experiencing significant growth, with projections indicating a substantial increase in market size, which presents opportunities for the company [82].