Securities code: Advanced Micro-Fabrication Equipment Inc.China(688012) securities abbreviation: Advanced Micro-Fabrication Equipment Inc.China(688012) Announcement No.: 2022004 Zhongwei semiconductor equipment (Shanghai) Co., Ltd
Announcement of resolutions of the third meeting of the second 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
Zhongwei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as ” Advanced Micro-Fabrication Equipment Inc.China(688012) ” or “the company”) held the third meeting of the second board of directors (hereinafter referred to as “the meeting”) in the company’s conference room on March 9, 2022 by on-site and communication. The notice of this meeting was sent to all directors by telephone and email on March 2, 2022. The meeting was presided over by the chairman of the company, Mr. Gerald zheyao Yin (Yin Zhiyao). The convening and convening procedures of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. The resolutions of the meeting are legal and effective. 2、 Deliberations of the board meeting
After the voting of all the directors attending the meeting, the resolution is as follows:
(I) deliberated and passed the proposal on capital increase and related party transactions of joint-stock companies
The company plans to increase the capital of its joint-stock subsidiary Ruili scientific instruments (Shanghai) Co., Ltd. (hereinafter referred to as “Shanghai Ruili”), invest 108 million yuan (in words: 108 million yuan) in cash, subscribe for the new registered capital of Shanghai Ruili of 7576675934 yuan, and the subscription unit price is 1.43 yuan / share (registered capital) (hereinafter referred to as “this capital increase”).
Mincoin, the shareholding ratio of the company increased from 204467% to 293562%.
In order to ensure the smooth progress of matters related to this capital increase, the board of directors of the company requests the general meeting of shareholders of the company to authorize the board of directors to deal with all matters related to this capital increase. At the same time, in order to facilitate the implementation of matters related to this capital increase, the board of directors will, within the scope of authorization of the general meeting of shareholders, delegate the management and relevant departments of the company to be responsible for handling specific matters of this foreign investment, and the authorization will be valid until all relevant matters are handled.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the matter.
Voting results: 9 votes in favor, 0 against and 0 abstention. Related directors geraldzheyaoyin (Yin Zhiyao) and Yang Zhengfan avoided voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Relevant announcements and documents.
(II) the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary was deliberated and adopted
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 employees, effectively combine the interests of shareholders, the company and employees’ personal interests, and enable all parties to pay common attention to the long-term development of the company, in accordance with the principle of equal incentives and constraints, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws According to the regulations and normative documents and the articles of association of Zhongwei semiconductor equipment (Shanghai) Co., Ltd., the company has formulated the 2022 restricted stock incentive plan (Draft) and its abstract, and plans to implement restricted stock incentive to incentive objects.
The independent directors of the company have expressed their independent opinions on this matter.
(Yin Zhiyao) and Zhiyou du (DU Zhiyou) are the incentive objects of this restricted stock incentive plan, so they avoid voting in this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Relevant announcements and documents.
(III) deliberated and passed the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
In order to ensure the smooth progress of the company’s restricted stock incentive plan in 2022, the company hereby formulates the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 in accordance with relevant laws and regulations, the provisions of the company’s restricted stock incentive plan in 2022 (Draft) and its abstract and the actual situation of the company.
Voting results: 9 votes in favor, 0 against and 0 abstention. Related directors geraldzheyaoyin (Yin Zhiyao) and Zhiyou du (DU Zhiyou) are the incentive objects of this restricted stock incentive plan, so they avoid voting in this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Relevant announcements and documents.
(IV) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
In order to implement the company’s restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the relevant matters of the company’s restricted stock incentive plan:
1. The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the specific implementation of the restricted stock incentive plan in 2022:
(1) Authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the restricted stock incentive plan, and 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) Authorize the board of directors to adjust the granting / vesting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to adjust the shares of restricted shares due to the resignation of employees or the abandonment of subscription by employees to the reserved part or distribute and adjust among incentive objects before the grant of restricted shares;
(5) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for granting relevant rights and interests, including signing the restricted stock grant agreement with the incentive object;
(6) Authorize the board of directors to review and confirm the attribution qualification and number of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Whether the board of directors can decide whether the incentive object of the stock can be vested;
(8) Authorize the board of directors to handle all matters necessary for the ownership / exercise of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company’s registered capital;
(9) Authorize the board of directors to handle relevant matters related to the change and termination of the incentive plan according to the provisions of the restricted stock incentive plan, including but not limited to the cancellation of the ownership qualification of the incentive object and the cancellation of the restricted stock that has not been owned by the incentive object;
(10) Authorize the board of directors to manage and adjust the restricted stock incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan.
However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(11) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on this restricted stock incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with the restricted stock incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the restricted stock incentive plan.
4. Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of the incentive plan.
Voting results: 9 votes in favor, 0 against and 0 abstention. Related directors geraldzheyaoyin (Yin Zhiyao) and Zhiyou du (DU Zhiyou) are the incentive objects of this restricted stock incentive plan, so they avoid voting in this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders of Zhongwei semiconductor equipment (Shanghai) Co., Ltd. in 2022
In accordance with the requirements of laws, regulations and normative documents such as the securities law of the people’s Republic of China, the company law of the people’s Republic of China and the rules for the general meeting of shareholders of listed companies, as well as the relevant provisions of the articles of association of Zhongwei semiconductor equipment (Shanghai) Co., Ltd. and the rules of procedure for the general meeting of shareholders of Zhongwei semiconductor equipment (Shanghai) Co., Ltd, It is hereby proposed to convene the second extraordinary general meeting of shareholders in 2022 on March 25, 2022, Deliberating the proposal on capital increase and related party transactions of participating companies, the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting the shareholders’ meeting to authorize the board of directors to handle matters related to equity incentive.
Voting results: 11 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Relevant announcements and documents.
It is hereby announced.
Board of directors of Zhongwei semiconductor equipment (Shanghai) Co., Ltd. March 10, 2022
