China Semiconductor Equipment Co., Ltd. (abbreviated as: Shanghai Securities Co., Ltd.) (abbreviated as: Code: 8012)
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: March 20, 2022 to March 21, 2022
Solicitation of voting opinions on all voting matters: agreed
The collector does not hold the company’s shares
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) promulgated by the China Securities Regulatory Commission and entrusted by other independent directors of Zhongwei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as ” Advanced Micro-Fabrication Equipment Inc.China(688012) ” or “the company”), Chen, an independent director, Dr. Shimin (Chen Shimin), as the soliciter, solicited voting rights from all shareholders of the company on the proposals related to equity incentive to be considered at the second extraordinary general meeting of shareholders in 2022 to be held on March 25, 2022. 1、 Basic information of the collector, voting opinions on voting matters and reasons
(I) basic information of the recruiter
1. The current independent director of the company, Dr. Chen Shimin, is the person soliciting voting rights. The basic information is as follows:
Dr. Chen Shimin, born in 1958, American nationality, bachelor and master of Shanghai University of Finance and economics, and doctor of the University of Georgia. From 1985 to 1986, he served as a teacher of Shanghai University of Finance and economics; From 1991 to 1998, he served as associate professor and professor of accounting at Clarion University of Pennsylvania; From 1998 to 2002, he served as an associate professor of accounting at Lingnan University, Hong Kong; From 2002 to 2004, he was an associate professor of accounting at the University of Louisiana at Lafayette; From 2004 to 2005, he served as an associate professor of accounting at Lingnan University, Hong Kong; From 2005 to 2008, he successively served as associate professor of accounting and deputy director of the school of accounting and finance of the Hong Kong Polytechnic University; Since 2008, he has successively served as professor of accounting, deputy provost, director of master of business administration and director of case center of China Europe International Business School. Currently Advanced Micro-Fabrication Equipment Inc.China(688012) independent director.
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.
2. Solicit the voting opinions and reasons of the voting matters
As an independent director of the company, the collector attended the third meeting of the second board of directors held on March 9, 2022, and made comments on the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary related to the implementation of the company’s 2022 restricted stock incentive plan (hereinafter referred to as the “restricted stock incentive plan”) The proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022 and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive voted for approval, and expressed independent opinions on the implementation of the restricted stock incentive plan.
The solicitors believe that the company’s restricted stock incentive plan is conducive to promoting the sustainable development of the company, forming a long-term incentive mechanism for the company’s management team, technical backbone and business backbone, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects of the company’s restricted stock incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents.
2、 Basic information of this shareholders’ meeting
(I) meeting time
1. On site meeting time: 14:30, March 25, 2022
2. Online voting time: March 25, 2022
The shareholders’ meeting of the company 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 shareholders’ meeting, i.e. 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
Room 2303, 3rd floor, building Advanced Micro-Fabrication Equipment Inc.China(688012) 2, No. 188, Taihua Road, Pudong New Area, Shanghai
(III) proposals requiring proxy voting rights
No. proposal name
Non cumulative voting motion
1. Discussion on the company’s 2022 restricted stock incentive plan (Draft) and its summary
Case
2 discussion on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
Case
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
For details of the convening of this general meeting of shareholders, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 10, 2022 And the notice on convening the second extraordinary general meeting of shareholders in 2022 published in China Securities News, Shanghai Securities News, securities times and Securities Daily.
3、 Solicitation scheme
(I) collection object
As of the afternoon of March 18, 2022, after the transaction, all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch and went through the registration procedures for attending the meeting.
(II) collection time
March 20, 2022 to March 21, 2022 (10:00-12:00 a.m. and 14:00-17:00 p.m.). (III) collection method
It is publicly available on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And China Securities Journal, Shanghai Securities News, securities times and Securities Daily. (IV) collection procedure
1. If the shareholders decide to entrust the soliciter to vote, they 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.
2. Submit the power of attorney and other relevant documents signed by me to the office of the board of directors of the company entrusted by the collector; The office of the board of directors of the company shall sign and receive the power of attorney and other relevant documents for the solicitation of voting rights:
(1) If the voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, a copy of the identity certificate of the legal representative, the original power of attorney and 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 entrusted voting shareholder is an individual shareholder, it shall submit a copy of its own ID card, the original power of attorney and a copy of its 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.
3. After the entrusted voting shareholders have prepared relevant documents in accordance with the requirements of point 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 registered letter or express mail is adopted, the time of receipt shall be subject to the time of receipt at the office of the board of directors of the company.
The designated addresses and recipients of the power of attorney and related documents delivered by the voting shareholders are as follows:
Address: Office of the board of directors, No. 188, Taihua Road, South District, Jinqiao Export Processing Zone, Shanghai
Postal Code: 201201
Tel: (021) 61001199
Contact: Hu Xiao
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and mark the words “power of attorney for public solicitation of voting rights by independent directors” in a prominent position.
(V) after the documents submitted by the entrusted voting shareholders are delivered and reviewed by the witness lawyer of the law firm, the authorization that meets all the following conditions will be confirmed as valid: 1. The power of attorney and relevant documents have been delivered to the designated place according to the requirements of the solicitation 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 basic information of the shareholders who submitted the power of attorney and relevant documents is consistent with the contents recorded in the register of shareholders; 5. The voting right of the solicitation matters is not entrusted to anyone other than the soliciter. If a shareholder repeatedly authorizes his voting rights on the solicitation matters to the soliciter and the contents of his authorization are different, the power of attorney signed by the shareholder last time shall be valid. If the signing time cannot be judged, the power of attorney received last shall be valid. If the order of receipt cannot be judged, the soliciter shall ask the authorized client for confirmation by inquiry, If the authorization content cannot be confirmed through this method, the authorization is invalid; 6. After the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy, but has no voting right on the solicitation.
(VI) in case of the following circumstances in the confirmed valid authorization, the collector will deal with it in accordance with the following methods: 1. After the shareholder entrusts the voting right of the collection to the collector, and explicitly revokes the authorization to the collector in writing before the deadline of on-site meeting registration, the collector will recognize that its authorization to the collector 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; If the authorization to the collector is not explicitly revoked in writing before the deadline of on-site meeting registration, the authorization to the collector shall be the only valid authorization; 3. Shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and select one of “agree”, “oppose” or “abstain” and tick “√”. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
(VII) due to the particularity of soliciting voting rights, when examining the power of attorney, only the formal examination shall be conducted on the power of attorney submitted by the shareholders according to this announcement, and the substantive examination shall not be conducted on whether the signature and seal on the power of attorney and relevant documents are actually signed or sealed by the shareholders themselves or whether such documents are actually issued by the shareholders themselves or the authorized agents of the shareholders. The power of attorney and relevant supporting documents that meet the formal requirements specified in this report are confirmed to be valid.
Annex: power of attorney for public solicitation of voting rights of independent directors
It is hereby announced.
Collected by: Chen, Shimin March 10, 2022 Annex:
Zhongwei semiconductor equipment (Shanghai) Co., Ltd
Power of attorney for public solicitation of voting rights by independent directors
As the principal, I / we confirm that before signing this power of attorney, I / we have carefully read the announcement on the public solicitation of entrusted voting rights by independent directors, the announcement on the notice of Zhongwei semiconductor equipment (Shanghai) Co., Ltd. on convening the second extraordinary general meeting of shareholders in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights, We have fully understood the relevant conditions of this solicitation of voting rights.
As the authorized principal, I / the company hereby authorize Chen Shimin, the independent director of Zhongwei semiconductor equipment (Shanghai) Co., Ltd., to attend the second extraordinary general meeting of shareholders of Zhongwei semiconductor equipment (Shanghai) Co., Ltd. in 2022 as my / the company’s agent, and exercise the right to vote on the matters considered at the following meeting according to the instructions of this power of attorney. My / our company’s voting opinions on this solicitation of voting rights:
No. name of non cumulative voting proposal agree against abstain
1. About the company’s restricted stock incentive plan in 2022
(Draft) and its summary
2. Implementation of the company’s 2022 restricted stock incentive plan
Proposal on implementation of assessment management measures
3. Proposal for the general meeting of shareholders to authorize the board of directors to handle equity incentive
Proposal on Incentive related matters
(the client shall express authorization opinions on each proposal, and the specific authorization shall be subject to the “√” in the corresponding box. Multiple or missing elections shall be deemed as waiver)
Name of the client (signature or seal):
The ID number or business license number of the entrusting shareholder is:
Number of shares held by entrusted shareholders:
Entrusted shareholder’s securities account No.:
Signed on:
Validity period of this authorization: self signing
