Securities code: 300782 securities abbreviation: Maxscend Microelectronics Company Limited(300782) Announcement No.: 2022-007 Maxscend Microelectronics Company Limited(300782)
Report on public solicitation of entrusted voting rights by independent directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. Important:
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Xu Yixing, the independent director of Maxscend Microelectronics Company Limited(300782) (hereinafter referred to as the “company” or “the company”), is entrusted by other independent directors as the soliciter, Solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) deliberated at the first extraordinary general meeting of 2022 held on February 16, 2022.
China Securities Regulatory Commission, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in this report, and are not responsible for the contents of this report. Any statement to the contrary is a false statement.
1、 Statement of the collector
As the collector, Xu Yixing, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, has prepared and signed this report to solicit the entrusted voting rights of shareholders on the relevant proposals of the restricted stock incentive plan in 2022 discussed at the first extraordinary general meeting of the company in 2022. The collector guarantees that there are no false records, misleading statements or major omissions in this report, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of voting rights to engage in securities fraud activities such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge and announced on the newspapers or websites designated by the CSRC. This solicitation is entirely based on the responsibilities of the soliciter as an independent director, and the information released is free of false and misleading statements.
The performance of this solicitation report does not violate or conflict with any provision of laws, regulations, the articles of association or the company’s internal system. This report is only for the purpose of soliciting voting rights this time, and shall not be used for any other purpose.
2、 Basic information of the company and matters of this solicitation
1. Basic information
(1) Chinese Name: Maxscend Microelectronics Company Limited(300782)
(2) English Name: MAXscan Microelectronics Company Limited
(3) Date of establishment: August 10, 2012
(4) Registered address: 11 / F, building A3, No. 777, Jianzhu West Road, Binhu District, Wuxi
(5) Stock listing time: June 18, 2019
(6) Stock exchange of the company: Shenzhen Stock Exchange
(7) Stock abbreviation: Maxscend Microelectronics Company Limited(300782)
(8) Stock Code: 300782
(9) Legal representative: Xu Zhihan
(10) Secretary of the board of directors: Liu Liqiong
(11) Office address: 11 / F, building A3, No. 777, Jianzhu West Road, Binhu District, Wuxi
(12) Postal Code: 214072
(13) Tel.: 0510-85185388
(14) Fax: 0510-85168517
(15) Internet address: http://www.maxscend.com./
(16) Email: [email protected].
2. Solicitation matters
The collector solicits voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
Proposal 1: review the proposal on the company’s restricted stock incentive plan in 2022 (Draft) > and its summary;
Proposal 2: To review the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022;
Proposal 3: review the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022.
3、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006) disclosed by the company on the information disclosure website cninfo.com designated by the CSRC on the same day.
4、 Basic information of the recruiter
1. Xu Yixing, the convener of the current independent director of the company, is the person collecting the voting rights. The basic information is as follows:
Xu Yixing, female, born in 1944, Chinese, without permanent residency abroad, majored in accounting at Shanghai University of Finance and economics, college degree, certified public accountant (non practicing certified public accountant since 2019). From September 1964 to March 1979, he served as an employee of the Finance Department of Shanghai Normal University (now Shanghai Normal University), and from April 1979 to December 2004, he served as an associate professor of the Department of accounting of Shanghai University of Finance and economics. He also served as the deputy director and partner of Dahua certified public accountants and the partner of Ernst & Young Dahua certified public accountants. From January 2005 to December 2013, he served as a consultant of Lixin certified public accountants, He served as Ningbo Shanshan Co.Ltd(600884) independent director from May 2014 to may 2020, Shanghai Ailu Package Co.Ltd(301062) independent director from March 2017 to may 2020, Sicher Elevator Co.Ltd(301056) independent director from December 2015 to December 28, 2021, and Shanghai Fortune Techgroup Co.Ltd(300493) independent director since April 2018. He has been an independent director of the company since August 2017. 2. At present, the collector has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. The solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 12th meeting of the second board of directors held on January 27, 2022, They also voted in favor of the proposal on the company’s 2022 restricted stock incentive plan (Draft) > and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 restricted stock incentive plan.
6、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the articles of association of the company, the collector has formulated the plan for the solicitation of voting rights. The specific contents are as follows:
(I) solicitation object: the shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting as of Thursday, February 10, 2022.
(II) collection time: from February 11 to February 14, 2022 (9:30-11:30 a.m. and 13:30-16:30 p.m. on working days).
(III) method of solicitation: make public announcement on the information disclosure media cninfo website designated by the CSRC to solicit voting rights.
(IV) collection procedures and steps
1. Fill in the power of attorney for independent directors to solicit voting rights item by item according to the format and content determined in the annex to this report (hereinafter referred to as the “power of attorney”).
2. Submit the power of attorney and other relevant documents signed by myself to the Securities Investment Department of the company entrusted by the collector; The Securities Investment Department of the company shall sign and receive the power of attorney and other relevant documents for the collection of entrusted voting rights: (1) if the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license, the original certificate of legal representative, the original power of attorney and the shareholder account card; All documents provided by the legal person shareholder in accordance with this article shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
(2) If the shareholder who entrusts to vote is an individual shareholder, he / she shall submit a copy of his / her ID card, the original power of attorney and the shareholder account card;
(3) If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by the notary organ and submitted together with the original power of attorney; The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized.
3. After the entrusted voting shareholders have prepared relevant documents according to the requirements of point 2 above, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time, and deliver them at the address specified in this report; If registered mail or express mail is adopted, the time of receipt shall be subject to the time of receipt by the Securities Investment Department of the company.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Attention: Maxscend Microelectronics Company Limited(300782) Office of Securities Investment Department
Contact address: 11 / F, building A3, No. 777, Jianzhu West Road, Binhu District, Wuxi
Tel.: 0510-85185388
Fax: 0510-85168517
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words “power of attorney for independent directors to solicit voting rights” in a prominent position.
4. The law firm witnessed the first extraordinary general meeting of shareholders in 2022, and the witness lawyer conducted formal review on the documents listed above submitted by legal person shareholders and natural person shareholders. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer.
(V) after the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment that meets all the following conditions will be confirmed as valid:
1. The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the collection procedure of this report;
2. Submit the power of attorney and relevant documents within the solicitation time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, and the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(VI) if the shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of the authorization are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(VIII) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation matters to the solicitor, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will recognize that its authorization to the solicitor will automatically become invalid;
2. If the shareholder entrusts the voting right of the solicitation to someone other than the solicitor to register and attend the meeting, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will determine that its authorization to the solicitor will automatically become invalid;
3. The shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
It is hereby announced.
Soliciter: Xu Yixing January 27, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Maxscend Microelectronics Company Limited(300782)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that I / we have carefully read the full text of the report on public solicitation of entrusted voting rights by Maxscend Microelectronics Company Limited(300782) independent directors, the notice on convening the first extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights before signing this power of attorney, We have fully understood the relevant conditions of this solicitation of voting rights.
Before the registration of the on-site meeting, I / the company has the right to withdraw the authorization of the collector under this power of attorney or modify the content of this power of attorney at any time according to the procedures determined in the report on voting rights solicitation of independent directors.
As the authorized principal, I / the company hereby authorize Xu Yixing, an independent director of Maxscend Microelectronics Company Limited(300782) to attend the first extraordinary general meeting of shareholders in Maxscend Microelectronics Company Limited(300782) 2022 as my / the company’s agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of voting rights:
Remarks of proposal: agree against waiver Code: the column of proposal name checked
You can vote
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