Securities code: 688396 securities abbreviation: China Resources Microelectronics Limited(688396) Announcement No.: 2022-007
China Resources Microelectronics Limited(688396)
Announcement on public solicitation of entrusted voting rights by independent directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Starting and ending time of solicitation of voting rights: from March 8, 2022 to March 9, 2022 (9:30-11:30 a.m. and 13:00-15:00 p.m.)
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Xia Zhengshu, an independent director of China Resources Microelectronics Limited(688396) (hereinafter referred to as the “company”) is the soliciter, Solicit voting rights from all shareholders of the company on the proposals related to the equity incentive plan to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on March 11, 2022.
1、 Statement of the collector
As the collector, Xia Zhengshu, in accordance with the relevant provisions of the management measures and the entrustment of other independent directors, publicly solicits the entrusted voting rights of shareholders for the relevant proposals of the equity incentive plan in the first extraordinary general meeting of the company in 2022 and signs this announcement. I do not have the situation that I shall not publicly solicit voting rights as a soliciter as stipulated in Article 3 of the Interim Provisions on the administration of shareholders’ rights of listed companies solicited by companies of the CSRC, and promise to continue to meet the conditions as a soliciter from the solicitation date to the exercise date. The collector guarantees that there are no false records, misleading statements or major omissions in this announcement, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation. The solicitation of entrusted voting rights is publicly conducted free of charge on the website of Shanghai Stock Exchange (www.sse. Com. CN) Make an announcement on the Internet. This solicitation is entirely based on the responsibilities of the soliciter as an independent director of the listed company, and the information released is free of false and misleading statements. The soliciter has obtained the consent of other independent directors of the company and signed this announcement. The performance of this announcement will not violate or conflict with laws and regulations, the Seventh Revised and restated memorandum and articles of association or any provisions in the internal system.
2、 Basic information of the company and matters of this solicitation
(I) basic information of the company
Company name: China Resources Microelectronics Limited(688396)
Stock abbreviation: China Resources Microelectronics Limited(688396)
Stock Code: 688396
Person in charge of the company: Li Hong
Secretary of the board of directors: Wu Guoyi
Contact address: No. 14, Liangxi Road, Binhu District, Wuxi City, Jiangsu Province
Postal Code: 214061
Tel: 0510 – 85893998
Fax: 0510 – 85872470
Internet address: https://www.crmicro.com.
Email: [email protected].
(II) matters of this solicitation
The soliciter will publicly solicit the entrusted voting rights for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
No. name of non cumulative voting proposal
1. Proposal on the company’s 2021 class II restricted stock incentive plan (Revised Draft) and its abstract
2. Proposal on the company’s assessment measures for the implementation of the incentive plan for class II restricted stocks in 2021 (Revised Version)
3. Proposal on the company’s measures for the administration of the incentive plan for class II restricted stocks in 2021
4 proposal on submitting to 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
(III) the signing date of the announcement of soliciting entrusted voting rights: February 23, 2022.
3、 Basic information of this shareholders’ meeting
(I) meeting time:
Date and time of on-site meeting: 15:00 on March 11, 2022
Online voting time: from March 11, 2022 to March 11, 2022
The company’s general meeting of shareholders adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 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. (II) meeting place:
288 Yunhe West Road, Binhu District, Wuxi City, Jiangsu Province
(III) proposals requiring proxy voting rights
No. name of non cumulative voting proposal
1. Proposal on the company’s 2021 class II restricted stock incentive plan (Revised Draft) and its abstract
2. Proposal on the company’s assessment measures for the implementation of the incentive plan for class II restricted stocks in 2021 (Revised Version)
3. Proposal on the company’s measures for the administration of the incentive plan for class II restricted stocks in 2021
4 proposal on submitting to 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
4、 Basic information of the recruiter
1. Mr. Xia Zhengshu, the independent director of the company, is the candidate for this solicitation of voting rights. His basic information is as follows: Mr. Xia Zhengshu, born in 1960, Chinese nationality, has no long-term right of residence abroad, is a professional college of business enterprise management of Jiangsu Radio and Television University, and has the qualification of certified public accountant. Mr. Xia served as deputy section chief of Wuxi Chongan Grain Bureau from 1979 to 1994; He joined notarial Tianye Certified Public Accountants (special general partnership) in 1994 and is now the deputy chief accountant and China Resources Microelectronics Limited(688396) independent director of notarial Tianye Certified Public Accountants (special general partnership).
2. The collector does not hold the company’s shares, has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
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 the solicitation.
5、 Solicit the voting opinions and reasons of the voting matters
Mr. Xia Zhengshu has attended the 25th meeting of the first board of directors held on December 24, 2021 and the 27th meeting of the first board of directors held on February 22, 2022, And the company’s proposal on the company’s class II restricted stock incentive plan in 2021 (Revised Draft) and its summary, the proposal on the company’s assessment measures for the implementation of class II restricted stock incentive plan in 2021 (Revised Draft), and the proposal on the company’s management measures for class II restricted stock incentive plan in 2021 The 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 and other proposals voted in favour, and expressed independent opinions on the implementation of the incentive plan as an independent director.
The solicitors believe that the implementation of equity incentive plan can improve the incentive and restraint mechanism of the company and improve the sustainable development ability of the company; Enable operators and shareholders to form a community of interests, improve management efficiency and operators’ enthusiasm, creativity and sense of responsibility, and finally improve the company’s performance. The implementation of equity incentive plan by the company will not damage the interests of the company and all its shareholders.
6、 Solicitation scheme
In accordance with the current laws, administrative regulations and normative documents of China and the provisions of the Seventh Revised and restated memorandum and articles of association, the collector has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
(I) solicitation object: all shareholders of the company who have been registered in China Securities Depository and Clearing Co., Ltd. Shanghai branch and have gone through the registration procedures for attending the meeting as of the afternoon of March 7, 2022.
(II) collection time: from March 8, 2022 to March 9, 2022 (9:30-11:30 a.m. and 13:00-15:00 p.m.).
(III) solicitation method: it is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And issue announcements on designated media to solicit voting rights.
(IV) collection procedures and steps
1. Please 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 “power of attorney”).
2. The client shall provide the solicitor with a list of documents proving its shareholder identity and the expression of entrustment intention, including but not limited to:
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license, a copy of the legal representative certificate, the original power of attorney and a copy of 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 a copy of the shareholder’s 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 above requirements, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time and at the address specified in this report; If registered mail or express mail is adopted, the date stamped by the post office at the place of arrival shall prevail.
The designated addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Address: No. 14, Liangxi Road, Binhu District, Wuxi City, Jiangsu Province
Attention: Shen Shiying
Tel: 0510 – 85893998
Contact Fax: 0510 – 85872470
Postal Code: 214061
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate “power of attorney for public solicitation of voting rights by independent directors” in a prominent position.
(V) after the documents submitted by the shareholders entrusted to vote are delivered, the authorized entrustment meeting all the following conditions will be confirmed as valid after examination:
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 repeatedly authorizes the proxy collector to vote on the solicitation, but the authorized contents 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, if the shareholder explicitly revokes the authorization of the solicitor in writing before the deadline of on-site meeting registration, the solicitor will recognize that its authorization of 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: Xia Zhengshu February 23, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
China Resources Microelectronics Limited(688396)
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 announcement of China Resources Microelectronics Limited(688396) on public solicitation of entrusted voting rights by independent directors, China Resources Microelectronics Limited(688396) notice on convening the first extraordinary shareholders’ meeting 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.
I / our company, as the authorized client, hereby authorize China Resources Microelectronics Limited(688396) Electronics Co., Ltd
