Securities code: Shanghai Fullhan Microelectronics Co.Ltd(300613) securities abbreviation: Shanghai Fullhan Microelectronics Co.Ltd(300613) Announcement No.: 2022009 bond Code: 123122 bond abbreviation: Fuhan convertible bond
Shanghai Fullhan Microelectronics Co.Ltd(300613)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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.
Shanghai Fullhan Microelectronics Co.Ltd(300613) (hereinafter referred to as “the company”) decided at the 24th Meeting of the third board of directors to hold the company’s first extraordinary general meeting in 2022 on March 23, 2022. The specific matters are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: after deliberation and approval at the 24th Meeting of the third board of directors of the company, it is decided to convene the first extraordinary general meeting of shareholders in 2022, and the convening procedures comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of Association
4. Date and time of the meeting:
(1) On site meeting time: 14:30 p.m. on Wednesday, March 23, 2022;
(2) Online voting time: March 23, 2022
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 23, 2022;
The specific voting time of Shenzhen stock exchange is 23:00-15:00 on February 2029.
5. Meeting mode: the combination of on-site voting and online voting
(1) On site voting: shareholders attend the on-site meeting in person or entrust their agents to attend the on-site meeting by authorization
(2) Online voting: the company will provide online voting platform to the shareholders of the company through the trading system of Shenzhen Stock Exchange and the Internet voting system of Shenzhen Stock Exchange. The shareholders of the company can exercise their voting rights through the above system during the above-mentioned online voting time
Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date: March 17, 2022
7. Attendees:
(1) As of the afternoon closing of March 17, 2022, all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The above shareholders have the right to attend the general meeting of shareholders and may entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) Witness lawyer employed by the company.
8. Venue of the on-site meeting: the company conference room, 6 / F, building 2, No. 717, Yishan Road, Xuhui District, Shanghai.
2、 Matters considered at the meeting
1. Matters under consideration
remarks
The ticked column of proposal code and proposal name can vote
100 total proposals: all proposals of this proposal √
Non cumulative voting proposal
1.00 about the company’s stock option incentive plan in 2022 (Draft) √
And its abstract;
2.00 assessment on the implementation of the company’s stock option incentive plan in 2022 √
Proposal on management measures;
3.00 proposal for 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
2. Disclosure
The above proposals have been deliberated and adopted at the 24th Meeting of the third board of directors and the 24th Meeting of the third board of supervisors. The independent directors have expressed independent opinions on relevant matters. For details, please refer to the company’s website on March 8, 2022（ http://www.cinfo.com.cn. ）Relevant announcements or documents disclosed.
The above proposals are special resolutions, which shall be adopted by more than two-thirds of the voting rights held by the voting shareholders (including shareholders’ agents) attending the general meeting of shareholders. The above proposals are counted separately for small and medium-sized investors;
Zhang Wenjun, the independent director of the company, as the soliciter, solicited voting rights from all shareholders on the proposals related to the equity incentive plan considered at the first extraordinary general meeting of the company in 2022. For details, see the announcement of Shanghai Fullhan Microelectronics Co.Ltd(300613) independent directors on public solicitation of voting rights for equity incentive published on cninfo.com on the same day.
3、 Meeting registration items
1. Registration time: 9:30-11:30 a.m. and 13:30-17:00 p.m. on March 18, 2022.
2. Registration place: 6 / F, building 2, No. 717, Yishan Road, Xuhui District, Shanghai, Shanghai Fullhan Microelectronics Co.Ltd(300613) Securities Department
3. Registration method:
(1) Natural person shareholders must register with their ID card and shareholder account card; If a natural person shareholder entrusts an agent to attend the meeting, the agent must register with the agent’s ID card, the shareholder’s power of attorney signed by the principal (Annex II) and the principal’s shareholder account card;
(2) If the legal representative of a legal person shareholder attends the meeting, he / she shall register with his / her ID card, identity certificate of the legal representative, copy of business license (with official seal) and shareholder account card; If the legal person shareholder entrusts an agent to attend the meeting, it shall register with the ID card of the agent, the copy of the business license (stamped with the official seal, the power of attorney of the legal person and the account card of the legal person shareholder;
(3) Non local shareholders can register by letter or fax with the above relevant certificates. Shareholders should fill in the attached registration form of participating shareholders (Annex III). Fax or letter should be delivered or faxed to the Securities Department of the company before 17:00 p.m. on March 18, 2022), and telephone registration is not accepted.
(4) Note: shareholders and shareholders’ agents attending the meeting should bring the original of relevant certificates and go through the registration formalities half an hour before the meeting.
4. Other matters:
(1) On site meeting contact information:
Contact: Securities Department
Tel: 02164066785
Fax: 02164066786
Email: [email protected].
Address: 6 / F, building 2, No. 717, Yishan Road, Xuhui District, Shanghai
(2) The duration of the shareholders’ meeting is half a day. The board, lodging and transportation expenses of the participants in the on-site meeting of the shareholders’ meeting shall be borne by themselves.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
5、 Documents for future reference
1. Resolution of the 24th Meeting of the third board of directors of the company
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Shanghai Fullhan Microelectronics Co.Ltd(300613) board of directors March 7, 2022 Annex I: specific operation process of participating in online voting
Annex II: power of attorney of the general meeting of shareholders
Annex III: registration form of shareholders’ Participation
Annex I:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code; three hundred and fifty thousand six hundred and thirteen
2. Voting abbreviation: Fuhan voting.
3. Fill in the voting opinions or election votes.
The proposals of this shareholders’ meeting are non cumulative voting proposals. For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal. When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on March 23, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting from 9:15 a.m. to 15:00 p.m. on March 23, 2022 (the day of the on-site shareholders’ meeting).
2. According to the regulations of Shenzhen Stock Exchange on “Internet authentication service” or “Internet authentication service” required by Shenzhen Stock Exchange, investors shall obtain the “identity certificate” of Shenzhen Stock Exchange in 2016. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. The shareholder logs in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex II:
Shanghai Fullhan Microelectronics Co.Ltd(300613)
Power of attorney of the first extraordinary general meeting of shareholders in 2022
I hereby authorize Mr. (Ms.) to attend the first extraordinary general meeting of shareholders of Shanghai Shanghai Fullhan Microelectronics Co.Ltd(300613) Electronics Co., Ltd. in 2022 on behalf of me (the company), and exercise the voting right on behalf of me (the company) on the proposals considered at the meeting according to the following instructions. My (the company’s) voting opinions on the proposal of the general meeting of shareholders are as follows:
Remarks voting opinions
Bill code bill name check this column
The column of may agree to abstain from voting
100 total proposals: all proposals of this meeting √
Non cumulative voting proposal
1.00 about the company’s stock option incentive in 2022 √
Proposal on plan (Draft) and its summary
2.00 about the company’s stock option incentive in 2022 √
Proposal on the implementation of assessment management measures
Notice on submitting to the general meeting of shareholders of the company to authorize directors
3.00 will handle the 2022 stock option incentive plan √
Proposal on Relevant Issues
Note: 1 If “√” is not checked under the three options of “agree”, “oppose” and “abstain”, it shall be deemed as abstaining, and the two options shall be selected at the same time
Items marked with “√” shall be treated as invalid tickets; 2. The copy of the power of attorney is valid; 3. The entrustment of the legal person shareholder shall be affixed with the official seal and the signature of the legal representative; 4. This power of attorney is valid from the date of signing this power of attorney to the end of this shareholders’ meeting.
Signature or official seal of the trustor: signature of the trustee:
ID number or unified social credit Code: the ID number of the trustee:
Number of shares held by entrusted shareholders:
Stock account number of entrusted shareholder:
Date of entrustment: mm / DD / yy
Annex III:
Shanghai Fullhan Microelectronics Co.Ltd(300613)
Registration form of shareholders’ Participation
Name of individual shareholder / legal person shareholder name, personal shareholder ID number / legal person shareholder registration number
Number of shares held by shareholder account
Is the name of the person attending the meeting entrusted
Name of agent ID card of agent
contact number
