Securities code: Shanghai Fullhan Microelectronics Co.Ltd(300613) securities abbreviation: Shanghai Fullhan Microelectronics Co.Ltd(300613) Announcement No.: 2022010 bond Code: 123122 bond abbreviation: Fuhan convertible bond
Shanghai Fullhan Microelectronics Co.Ltd(300613)
Announcement of independent directors on public solicitation of voting rights for equity incentive
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:
In accordance with 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”), Zhang Wenjun, an independent director of Shanghai Fullhan Microelectronics Co.Ltd(300613) (hereinafter referred to as the “company”), is entrusted by other independent directors as the soliciter, Solicit voting rights from all shareholders of the company on relevant proposals to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on March 23, 2022.
This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter Zhang Wenjun meets the solicitation conditions specified in Article 90 of the securities law, Article 31 of the rules for the general meeting of shareholders of listed companies and Article 3 of the Interim Provisions on the administration of public solicitation of shareholders’ rights of listed companies.
The CSRC, 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、 Basic information of the recruiter
1. The recruiter Zhang Wenjun is the current independent director of the company. The basic information is as follows:
Mr. Zhang Wenjun, male, born in October 1963, Chinese nationality, without permanent residency abroad, graduated from Shanghai Jiaotong University with a doctorate. He has successively served as an engineer of Philips Industrial Company in Germany, professor and President of the school of telecommunications of Shanghai Jiaotong University, and vice president of Shanghai Jiaotong University. He is now a chair professor of the school of telecommunications of Shanghai Jiaotong University. He is also the chief scientist of the National Engineering Research Center of digital TV and the independent director of Chongqing Radio and Television Digital Media Co., Ltd.
2. The solicitation of voting rights is based on the duties of the soliciter as an independent director and has been approved by other independent directors of the company. This solicitation of voting rights is a public solicitation in accordance with the law. The soliciter does not have the situation that it is not allowed to solicit voting rights as a soliciter in accordance with Article 3 of the Interim Provisions on the administration of the rights of shareholders of Listed Companies in public, and promises to continuously meet the conditions of being a soliciter from the date of solicitation to the date of exercise. The collector guarantees that there are no false records, misleading statements or major omissions in the contents described in this announcement, and assumes legal responsibility for its authenticity, accuracy and integrity, and guarantees that it will not engage in securities fraud such as insider trading and market manipulation by using the voting rights collected this time.
3. There is no relationship between the soliciter and the company’s directors, supervisors, senior managers, shareholders holding more than 5%, actual controllers and their affiliates, and there is no interest relationship with the proposals involved in the solicitation of voting rights.
2、 Specific matters of soliciting proposal rights
1. Session and proposal name of the general meeting of shareholders involved in the solicitation of voting rights
The solicitors will publicly solicit voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
Serial number proposal name
Non cumulative voting motion
1. Proposal on the company’s 2022 stock option incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022
3 proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2022 stock option incentive plan
The solicitor will vote on behalf of the solicited person or his agent. The specific contents of this shareholders’ meeting are detailed in the company’s announcement on the same day on the information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022009).
2. Solicit opinions
As an independent director of the company, Mr. Zhang Wenjun, the recruiter, attended the 24th Meeting of the third board of directors held on March 7, 2022, Voted in favor of the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2022 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2022 stock option incentive plan, And expressed independent opinions on relevant motions.
3. Solicitation scheme
In accordance with the current laws and regulations of China, normative documents and the articles of association, the collector has formulated the scheme for soliciting voting rights. The specific contents are as follows:
(1) Solicitation object: all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as of March 17, 2022.
(2) Starting and ending time of solicitation: March 18, 2022 – March 21, 2022 (9:30-11:30 a.m. and 14:00-16:00 p.m.).
(3) Solicitation method: in an open manner on the gem information disclosure website designated by the CSRC, cninfo.com（ http://www.cn.info.com.cn. ）Issue an announcement to solicit voting rights.
(4) Solicitation procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for public solicitation of voting rights of independent directors (hereinafter referred to as the “power of attorney”) item by item according to the format and content determined in the annex to this report.
Step 2: entrust the voting shareholders to submit the power of attorney and other relevant documents signed by them to the Securities Department of the company entrusted by the collector; The power of attorney and other relevant documents signed and received by the Securities Department of the company for the solicitation of entrusted voting rights are as follows:
① If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the legal person’s business license, the original certificate of legal representative, the original power of attorney and the stock account card; All documents submitted by corporate shareholders in accordance with the provisions of 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 entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and the stock 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.
Step 3: after the entrusted voting shareholders have prepared relevant documents according to the requirements of step 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 at the address specified in this report: if the power of attorney and relevant documents are delivered by registered letter or express mail, the time of receipt shall be subject to the time of receipt by the Securities Department of the company.
The designated addresses and recipients of the power of attorney and related documents delivered by the shareholders entrusted to vote are as follows:
Address: 6 / F, building 2, No. 717, Yishan Road, Xuhui District, Shanghai
Contact: Feng Xiaojun, Shu Caiyun
Postal Code: 200233
Tel.: 02164066785
Fax No.: 02164066786
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark “power of attorney for public solicitation of voting rights by independent directors” in a prominent position.
Step 4: the witness lawyer shall confirm the valid vote: the witness lawyer of the law firm hired by the company will conduct formal review on the documents listed above submitted by corporate shareholders and individual shareholders. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer.
(5) After the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment meeting all the following conditions will be confirmed to be valid after review:
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.
(6) If a shareholder repeatedly authorizes the collector of his voting rights on the solicitation, but the contents of his 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.
(7) After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(8) In case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following measures:
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: Zhang Wenjun March 7, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
Shanghai Fullhan Microelectronics Co.Ltd(300613)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that before signing this power of attorney, I / we have carefully read the full text of the announcement of independent directors on public solicitation of voting rights for equity incentive made and announced by the collector for this solicitation of voting rights, the notice on convening the first extraordinary shareholders’ meeting in 2022 and other relevant documents, 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 by the independent director’s report on the solicitation of voting rights for equity incentive.
I / the company, as the authorized principal, hereby authorize Shanghai Fullhan Microelectronics Co.Ltd(300613) independent director Zhang Wenjun to attend the first extraordinary general meeting of shareholders in Shanghai Fullhan Microelectronics Co.Ltd(300613) 2022 as my / the company’s agent, and exercise the right to vote on the matters to be considered at the following meeting according to the instructions of this power of attorney.
The validity period of this power of attorney is from the date of signing this power of attorney to the end of this shareholders’ meeting. My / our company’s voting opinions on this solicitation of voting rights are as follows:
No. name of proposal: agree against abstention
1. About the company’s stock option incentive plan in 2022 (Draft)
And its abstract
2. Assessment on the implementation of the company’s stock option incentive plan in 2022
Proposal on management measures
3. About requesting the general meeting of shareholders of the company to authorize the board of directors to handle 2022
Proposal on matters related to the stock option incentive plan in
Note: 1 If “√” is not checked under the three options of “for”, “against” and “abstention”, it shall be deemed as abstention. If “√” is checked in the two options at the same time, it shall be treated as invalid; 2. The copy of the power of attorney is valid; The entrustment of the unit shall be stamped with the official seal of the unit.
The name or name of the client: the ID number of the client: the shareholder’s account number: the number of the principal’s holder: the name or name of the trustee: the ID number of the trustee: the date of entrustment: the signature of the client:
