Announcement of Resolutions of the 16th Meeting of the Fifth Board of Directors
The entire Board of Directors and its members guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and that there are no false records, misleading statements, or material omissions.
I. Convening of the Board Meeting
The 16th meeting of the Fifth Board of Directors of Suzhou C-SEMI Technology Co., Ltd. (hereinafter referred to as the "Company" or "C-SEMI Technology") was notified to all directors via special delivery, email, and telephone on June 16, 2026. The meeting was held on June 18, 2026, at the company's meeting room, combining in-person and teleconference methods. The meeting was convened and presided over by Ms. Wang Juan, Chairperson of the Company. Six directors were required to attend, and all six were present. Senior management personnel of the Company attended the meeting as non-voting attendees. The convening and holding procedures, number of attendees, and deliberation and voting procedures of this meeting comply with the "Company Law of the People's Republic of China," the "Articles of Association of Suzhou C-SEMI Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), and other relevant regulations.
II. Deliberation of Board Meeting Matters
1. Resolution on the Proposal Regarding the Company's Compliance with Conditions for Issuing A-shares to Specific Targets
In accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Administrative Measures for the Registration of Issuance of Shares by Listed Companies," and other relevant laws, regulations, and normative documents, and by comparing with the relevant qualification and condition requirements for listed companies to issue shares to specific targets, after self-inspection and verification of the Company's actual situation and related matters, it is confirmed that the Company meets the qualifications and conditions for issuing shares to specific targets.
The third extraordinary meeting of independent directors of the fifth Board of Directors of the Company in 2026, the seventh meeting of the Audit Committee of the fifth Board of Directors, and the fifth meeting of the Strategy Committee of the fifth Board of Directors have deliberated and approved this proposal.
Voting results: 6 votes in favor, 0 votes against, 0 abstentions. This proposal is subject to deliberation and approval by the Company's shareholders' meeting.
2. Resolution on the Proposal Regarding the Company's Plan for Issuing A-shares to Specific Targets in 2026
The Board of Directors deliberated and voted on the proposal regarding the Company's plan for issuing A-shares to specific targets in 2026 (hereinafter referred to as the "Current Issuance") item by item as follows:
(1) Type and Par Value of Shares to be Issued
The shares to be issued to specific targets in this issuance will be RMB ordinary shares (A-shares) listed in mainland China, with a par value of RMB 1.00 per share.
Voting results: 6 votes in favor, 0 votes against, 0 abstentions.
(2) Issuance Method and Timing
The current issuance will be conducted through private placement to specific targets. The Company will implement the issuance opportunistically within the validity period of the China Securities Regulatory Commission's (CSRC) registration approval.
(3) Issuance Targets and Subscription Method
The issuance targets for the current issuance will be no more than 35 specific investors who meet the requirements stipulated by the CSRC and the Shenzhen Stock Exchange, including qualified fund management companies, securities companies, financial companies, asset management companies, insurance institutional investors, trust companies, qualified foreign institutional investors, and other legal persons, natural persons, or other institutional investors that meet relevant laws and regulations. Among them, fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors subscribing with two or more of their managed products will be considered as one issuance target; trust companies subscribing as issuance targets can only use their own funds.