TIANYU SEMI Unveils 2025 AGM Agenda: No Dividend, Supervisory Committee Abolition, New Share Mandates

Bulletin Express04-27

TIANYU SEMI (Guangdong Tianyu Semiconductor Co., Ltd.) will convene its 2025 annual general meeting on 19 May 2026 in Dongguan, Guangdong. Key proposals and data include:

• Comprehensive Reporting – Shareholders will review the 2025 Board Report, Independent Non-executive Directors’ Performance Report, Supervisory Committee Report, audited consolidated financials and ESG disclosures.

• Remuneration Snapshot – Executive Director & Chairman Li Xiguang: RMB 2.16 million in 2025 (salary, allowances and pension). – Independent non-executive directors: RMB 10,000 per month (pre-tax). – Employee representative supervisor Yin Xuefang: RMB 0.58 million in 2025. – Other non-executive directors and supervisors received no remuneration. – A 2026 remuneration framework for directors is proposed at the same rates.

• Profit Distribution – The Board recommends no dividend for FY 2025, citing long-term development needs.

• Auditor – Proposal to re-appoint KPMG as external auditor for 2026, with remuneration to be set by the Board.

• Governance Restructuring – Special resolution to abolish the Supervisory Committee and transfer its duties to a re-constituted Audit Committee, aligning governance with the amended PRC Company Law effective 1 July 2024. – Consequential amendments to the Articles of Association and rules of procedure are proposed.

• Capital Management Authorities – General mandate to issue up to 20% of existing Unlisted Shares (66.86 million) and H Shares (11.80 million). – General mandate to repurchase up to 10% of issued H Shares (maximum 5.90 million) during the mandate period. – Any repurchased H Shares may be cancelled or held in treasury; no buy-backs have occurred since the December 2025 listing.

• Shareholder Logistics – Register of members closes from 14 May to 19 May 2026 (both days inclusive). H shareholders must lodge transfers by 13 May 2026 to qualify for attendance and voting.

The Board states that all proposals are in the best interests of TIANYU SEMI and its shareholders, and recommends voting in favour at the upcoming AGM.

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