Securities code: 688396 securities abbreviation: China Resources Microelectronics Limited(688396) Announcement No.: 2022-009
China Resources Microelectronics Limited(688396)
Announcement of resolutions of the 27th meeting of the first board of 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.
1、 Meetings of the board of directors
China Resources Microelectronics Limited(688396) (hereinafter referred to as ” China Resources Microelectronics Limited(688396) ” or “the company”) held the 27th meeting of the first board of directors (hereinafter referred to as “the meeting”) on February 22, 2022 by combining on-site and communication (including network). The notice of this meeting was sent to all directors by telephone and email on February 16, 2022. There were 9 directors who should attend the meeting, and 9 actually attended the meeting. The meeting was presided over by Mr. Li Hong, director and chief operating officer of the company authorized by Mr. Chen Xiaojun, chairman of the company, and Mr. Li Ge, general counsel of the company and other relevant personnel attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the laws of the Cayman Islands where the company is registered, the seventh amended and restated memorandum and articles of association of the company (hereinafter referred to as the “articles”), the rules of procedure of the board of directors and other relevant laws, administrative regulations, departmental rules and normative documents, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
The meeting was presided over by Mr. Li Hong, director and chief operating officer. After voting by all directors, the following resolutions were formed:
(I) deliberated and passed the proposal on the company’s incentive plan for class II restricted shares in 2021 (Revised Draft) and its summary
Content of the proposal: since the state owned assets supervision and Administration Commission of the State Council has approved the company to implement the restricted stock incentive plan in principle, in order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, and effectively combine the interests of shareholders, the company and the personal interests of 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, According to the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (within China), the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies, and the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises The provisions of relevant laws, regulations and normative documents such as the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information, as well as the articles of association of the company, The company has formulated the China Resources Microelectronics Limited(688396) 2021 restricted stock incentive plan (Revised Draft), and plans to implement this restricted stock incentive to the incentive objects. Please refer to the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）The summary announcement of China Resources Microelectronics Limited(688396) 2021 restricted stock incentive plan (Revised Draft) (Announcement No.: 2022-008) disclosed.
Voting results: 7 in favor, 0 against and 0 abstention. Directors Li Hong and Wu Guoyi avoided voting. Independent directors have expressed their independent opinions on this matter.
(II) the proposal on the company’s assessment measures for the implementation of the incentive plan for class II restricted stocks in 2021 (Revised Version) was deliberated and adopted
Content of the proposal: 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 company’s internal performance appraisal management system, Formulate the China Resources Microelectronics Limited(688396) 2021 restricted stock incentive plan implementation assessment measures (Revised Version). Please refer to the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）Disclosed the China Resources Microelectronics Limited(688396) 2021 restricted stock incentive plan implementation assessment measures (Revised Version).
Voting results: 7 in favor, 0 against and 0 abstention. Directors Li Hong and Wu Guoyi avoided voting. Independent directors have expressed their independent opinions on this matter.
(III) the proposal on the list of incentive objects of the company’s class II restricted stock incentive plan in 2021 (Revised Version) was deliberated and adopted
Content of the proposal: the incentive objects of the incentive plan are determined according to 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 actual situation of the company. Please refer to the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）Disclosed the list of some incentive objects first granted by the China Resources Microelectronics Limited(688396) 2021 restricted stock incentive plan (Revised Version).
Voting results: 7 in favor, 0 against and 0 abstention. Directors Li Hong and Wu Guoyi avoided voting. Independent directors have expressed their independent opinions on this matter.
(IV) deliberated and passed the proposal on confirming the daily connected transactions in 2021 and the daily connected transactions expected in 2022
Content of the proposal: the daily related party transactions between the company and related parties are to meet the needs of the company’s business development and production and operation. The board of directors authorizes the company’s management to adjust and use within the quota according to the actual situation. The main related party transactions of the company are priced according to the market principle, the price is reasonable, and there is no damage to the interests of listed companies and minority shareholders. In addition, the company’s production, supply and marketing system is independent and complete, and there is no dependence on related parties in production and operation. The company expects that the daily related party transactions in 2022 will not adversely affect the independence of the company, nor will they have a significant impact on the company’s financial status and operating results. Please refer to the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）The China Resources Microelectronics Limited(688396) announcement on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022 (Announcement No.: 2022-012) disclosed.
Voting results: 4 in favor, 0 against and 0 abstention. Directors Chen Xiaojun, Li Hong, Wu Guoyi, Dou Jian and Li Weiwei avoided voting.
Independent directors have expressed their independent opinions on this matter.
(V) deliberated and passed the proposal on the prediction of external guarantee amount of the company and its subsidiaries in 2022. The content of the proposal: Wuxi China Resources Microelectronics Limited(688396) and China Resources Microelectronics Limited(688396) electronic Holding Co., Ltd., the wholly-owned subsidiaries of the company, plan to provide guarantee for China Resources Semco Microelectronics (Shenzhen) Co., Ltd. when it applies for credit business and daily business needs. When the actual loan and guarantee occur, the guarantee amount The guarantee period, guarantee rate and other contents shall be jointly negotiated and determined by Wuxi China Resources Microelectronics Limited(688396) , China Resources Microelectronics Limited(688396) electronic Holding Co., Ltd., China Resources Semco Microelectronics (Shenzhen) Co., Ltd. and financial institutions such as lending banks within the above limit. The relevant guarantee matters shall be subject to the officially signed guarantee documents.
The board of directors of the company authorizes Mr. Wu Guoyi and his authorized persons to handle the specific matters of providing guarantee within the scope of guarantee limit according to the needs of the actual operation of the company. The guarantee limit and authorization will be effective until April 30, 2023 after being deliberated and approved by the board of directors of the company. Please refer to the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）The China Resources Microelectronics Limited(688396) announcement on the estimated amount of external guarantee in 2022 (Announcement No.: 2022-011) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this matter.
(VI) the proposal on the company and its subsidiaries applying to the bank for comprehensive credit line in 2022 was deliberated and adopted
Proposal content: the company and its subsidiaries intend to apply to the bank for comprehensive credit for business needs. The credit business includes but is not limited to loans, acceptance bills, trade financing, letter of guarantee, etc. the authorization is valid from the deliberation and approval of this board of directors to April 30, 2023. The board of directors of the company authorizes the chairman or his designated authorized agent to sign all legal documents within the above comprehensive credit line on behalf of the company and its subsidiaries (including but not limited to applications, contracts, agreements and other documents related to credit, loan and financing). Please refer to the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）The China Resources Microelectronics Limited(688396) announcement on the company and its subsidiaries applying for comprehensive credit line from banks in 2022 (Announcement No.: 2022-010) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) the proposal on proposing to convene the company’s first extraordinary general meeting in 2022 was reviewed and approved. The content of the proposal: the board of directors decided to convene the company’s first extraordinary general meeting in 2022 by combining on-site voting and online voting at No. 288, Yunhe West Road, Binhu District, Wuxi City, Jiangsu Province at 15:00 on March 11, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
The above proposals 1 and 2 need to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
China Resources Microelectronics Limited(688396) board of directors February 23, 2022
