Company code: 688396 company abbreviation: China Resources Microelectronics Limited(688396) China Resources Microelectronics Limited(688396)
Materials of the first extraordinary general meeting of shareholders in 2022 March 2022
China Resources Microelectronics Limited(688396)
Notes to the first extraordinary general meeting of shareholders in 2022
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders of China Resources Microelectronics Limited(688396) (hereinafter referred to as " China Resources Microelectronics Limited(688396) " or "the company") and ensure the smooth progress of the general meeting, according to the laws of the Cayman Islands where the company is registered These instructions are hereby formulated in accordance with the provisions of the securities law of the people's Republic of China, the rules for the general meeting of shareholders of listed companies (revised in 2022), the Seventh Revised and restated memorandum and articles of association of the company (hereinafter referred to as the "articles of association"), the rules of procedure of the general meeting of shareholders and other relevant laws and regulations.
1、 In order to confirm the attendance qualification of shareholders or their agents or other attendees attending the meeting, the meeting staff will carry out necessary verification of the identity of the attendees and ask the verified ones to cooperate.
2、 Shareholders and shareholders' agents attending the meeting shall go through the sign in procedures at the meeting site half an hour before the meeting, and produce the securities account card, identity document or copy of business license / registration certificate (stamped with official seal), power of attorney, etc. as required. A copy of the above registration materials shall be provided, and the copy of personal registration materials shall be signed by individuals, The copy of the legal representative's certificate must be stamped with the company's official seal, and the meeting materials can be obtained after verification before attending the meeting. After the commencement of the meeting, the chairman of the meeting shall announce the number of shareholders attending the meeting and the total number of voting shares held by them. After that, the shareholders entering the meeting have no right to participate in the on-site voting.
3、 The meeting deliberated and voted on proposals in the order listed in the meeting notice.
4、 Shareholders and their agents enjoy the right to speak, question and vote according to law. Shareholders and their agents attending the general meeting of shareholders shall earnestly perform their legal obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and their agents, and shall not disturb the normal order of the general meeting of shareholders.
5、 Shareholders and their proxies who request to speak shall speak in accordance with the agenda of the meeting and with the permission of the chairman of the meeting. When more than one shareholder and shareholder's agent request to speak at the same time, the one who raises his hand first shall speak; When the order cannot be determined, the host shall designate the speaker. The speeches or questions of shareholders and their agents shall focus on the topics of the general meeting of shareholders, be concise and concise, and the time shall not exceed 5 minutes.
6、 When shareholders and their proxies request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and their proxies. When voting at the general meeting of shareholders, shareholders and their proxies will no longer speak. If shareholders and their agents violate the above provisions, the chairman of the meeting has the right to refuse or stop them.
7、 The moderator may arrange the company's directors and senior managers to answer the questions raised by the shareholders. For the questions that may disclose the company's trade secrets and / or internal information and damage the common interests of the company and shareholders, the moderator or the relevant personnel designated by him has the right to refuse to answer.
8、 Shareholders and their proxies attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders and their representatives attending the on-site meeting must sign the names of shareholders on the voting votes. The votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed as the voters' waiver of voting rights, and the voting results of their shares shall be counted as "waiver".
9、 The general meeting of shareholders adopts the combination of on-site voting and online voting, and the announcement of the resolution of the general meeting of shareholders is issued in combination with the voting results of on-site voting and online voting.
10、 The general meeting of shareholders was witnessed by the practicing lawyer of the law firm hired by the company and issued a legal opinion. 11、 During the meeting, the participants shall pay attention to maintaining the order of the meeting place and shall not walk around at will. The mobile phone shall be adjusted to the silent state, and personal recording, video recording and photographing shall be refused. The meeting staff shall have the right to stop the acts that interfere with the normal order of the meeting or infringe on the legitimate rights and interests of other shareholders and report to the relevant departments for handling.
12、 The expenses incurred by shareholders and their agents attending the general meeting of shareholders shall be borne by themselves. The company will not give gifts to shareholders and their agents attending the general meeting of shareholders, and will not be responsible for arranging the accommodation of shareholders and their agents attending the general meeting of shareholders, and treat all shareholders on the principle of equality.
China Resources Microelectronics Limited(688396)
Agenda of the first extraordinary general meeting of shareholders in 2022
1、 Meeting time, place and voting method
1. On site meeting time: 15:00, March 11, 2022
2. Venue: No. 288, Yunhe West Road, Binhu District, Wuxi City, Jiangsu Province
3. Convener: China Resources Microelectronics Limited(688396) board of directors
4. Moderator: Mr. Chen Xiaojun, chairman
5. System, start and end date and voting time of online voting:
Online voting system: online voting system for shareholders' meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 11, 2022 to March 11, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders (March 11, 2022), i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. 2、 Agenda of the meeting
(I) participants sign in, receive meeting materials, and shareholders register their speeches
(II) the host announces the commencement of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held
(III) read out the instructions for the general meeting of shareholders
(IV) election of vote counting and scrutinizing members
(V) review the proposals of the meeting item by item
No. name of non cumulative voting proposal
About the company's 2021 class II restricted stock incentive plan (Draft Amendment)
one
Revised version) and its abstract
Assessment on the implementation of the company's incentive plan for class II restricted shares in 2021
two
Proposal on measures (Revised Version)
On the company's measures for the administration of the incentive plan for class II restricted shares in 2021
three
Motion
On submitting to the general meeting of shareholders to authorize the board of directors to handle the class II restrictions of the company in 2021
four
Proposal on matters related to institutional stock incentive plan
(VI) speeches and questions of shareholders and their agents
(VII) shareholders present at the meeting voted on various proposals
(VIII) adjourn the meeting and count the on-site voting results
(IX) resume the meeting and read out the on-site voting results
(x) adjourn the meeting and count the on-site voting results and online voting results (the final voting results shall be subject to the company's announcement)
（11） The chairman read out the resolution of the general meeting of shareholders
（12） The witness lawyer read out the legal opinion
（13） Signing meeting documents
（14） End of the meeting
Proposal I. proposal on the company's 2021 class II restricted stock incentive plan (Revised Draft) and its summary
Dear shareholders and their agents
Whereas the state owned assets supervision and Administration Commission of the State Council has agreed in principle that the company will implement the restricted stock incentive plan, in order to further establish and improve the company's long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company's core team, and effectively combine the interests of shareholders, the company and the core team, Enable all parties to pay common attention to the long-term development of the company, and on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentives and constraints, In accordance with the securities law of the people's Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), and the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies Relevant laws, such as the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises, the guidelines for the implementation of equity incentive work by listed companies controlled by central enterprises, the self regulatory guidelines for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information According to the regulations and normative documents and the company's seventh amended and restated memorandum and articles of Association (hereinafter referred to as the "articles of association"), the company has formulated the China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan (Revised Draft) and its abstract, and plans to implement this restricted stock incentive to the incentive objects.
The above proposal has been deliberated and adopted at the 27th meeting of the first board of directors of the company. For details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 23, 2022 The summary announcement of China Resources Microelectronics Limited(688396) 2021 restricted stock incentive plan (Revised Draft) (Announcement No.: 2022-008) disclosed. It is hereby submitted to the general meeting of shareholders for deliberation.
Proposal II of the board of directors of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) on March 11, 2022, proposal on the company's assessment measures for the implementation of the class II restricted stock incentive plan in 2021 (Revised Version)
Dear shareholders and their agents
In order to ensure the smooth implementation of the restricted stock incentive plan, in accordance with the laws of the Cayman Islands where the company is registered, the securities law of the people's Republic of China and other relevant laws and regulations, as well as the relevant provisions of the articles of association, and in combination with the internal performance appraisal management system of the company, Formulate the China Resources Microelectronics Limited(688396) 2021 measures for the implementation and assessment of the incentive plan for class II restricted stocks (Revised Version).
The above proposal has been deliberated and adopted at the 27th meeting of the first board of directors of the company. For details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 23, 2022 Disclosed the China Resources Microelectronics Limited(688396) 2021 restricted stock incentive plan implementation assessment measures (Revised Version). It is hereby submitted to the general meeting of shareholders for deliberation.
Proposal III of the board of directors of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) on March 11, 2022. Proposal on the company's measures for the administration of the incentive plan for class II restricted shares in 2021
Dear shareholders and their agents
In order to ensure the smooth implementation of the restricted stock incentive plan, the measures for the administration of the China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan are hereby formulated in accordance with the laws of the Cayman Islands where the company is registered, the securities law of the people's Republic of China and other relevant laws and regulations, as well as the relevant provisions of the articles of association.
The above proposal has been deliberated and adopted at the 25th meeting of the first board of directors of the company. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 25, 2021 The measures for the administration of China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan disclosed. It is hereby submitted to the general meeting of shareholders for deliberation.
Proposal IV of the board of directors of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) on March 11, 2022. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's class II restricted stock incentive plan in 2021
Dear shareholders and their agents
In order to implement the restricted stock incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the restricted stock incentive plan of the company:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the restricted stock incentive plan: (1) authorize the board of directors to determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the grant / ownership of restricted shares according to the methods specified in the restricted stock incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
(3) Authorizes the board of directors to convert capital reserve into share capital, distribute stock dividends, split or reduce shares, allot shares, pay dividends and other matters in the company
