Securities code: Suzhou Nanomicro Technology Co.Ltd(688690) securities abbreviation: Suzhou Nanomicro Technology Co.Ltd(688690) Announcement No.: 2022012 Suzhou Nanomicro Technology Co.Ltd(688690)
Announcement on the resolution of the 7th 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
The seventh meeting of the second board of directors of Suzhou Nanomicro Technology Co.Ltd(688690) (hereinafter referred to as ” Suzhou Nanomicro Technology Co.Ltd(688690) ” or “the company”) (hereinafter referred to as “the meeting”) was held on March 9, 2022 by means of on-site combined communication. The meeting was presided over by the director Dr. Changjiang biwang. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. The convening and convening procedures of this meeting, the qualifications of attendees and the proposal review procedures are in line with the company law of the people’s Republic of China and other laws and regulations, Suzhou Nanomicro Technology Co.Ltd(688690) articles of association and other relevant provisions, and the resolutions formed at the meeting are legal and effective. 2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company’s 2021 annual report and summary
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report of Suzhou Nanomicro Technology Co.Ltd(688690) 2021 and summary of annual report of Suzhou Nanomicro Technology Co.Ltd(688690) 2021.
(II) deliberated and passed the proposal on the company’s 2021 annual financial statement report
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the company’s 2022 annual financial budget report
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the work report of the board of directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on the work report of the company’s independent directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in Suzhou Nanomicro Technology Co.Ltd(688690) 2021.
(VII) the proposal on the performance report of the audit committee of the board of directors in 2021 was deliberated and adopted. The voting results were: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the performance of the audit committee of the board of directors in Suzhou Nanomicro Technology Co.Ltd(688690) 2021.
(VIII) deliberated and passed the proposal on profit distribution of the company in 2021
During the reporting period, the net profit attributable to the shareholders of the listed company was 18808973596 yuan. In 2021, the company plans to distribute cash dividends of 0.71 yuan (including tax) to all shareholders for every 10 shares, and the total amount of cash dividends is expected to be 2841036231 yuan (including tax), accounting for 15.10% of the net profit attributable to the shareholders of the listed company in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Suzhou Nanomicro Technology Co.Ltd(688690) 2021 annual profit distribution plan (Announcement No.: 2022015).
(IX) deliberated and passed the proposal on confirming the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
This proposal involves related party transactions, and related directors biwang Jack Jiang, Hu Weide, Zhao Shun, Zhang Junjie and Chen Yu avoided voting.
Voting results: 4 in favor, 0 against, 0 abstention and 5 withdrawal.
The independent directors of the company expressed their independent opinions and prior approval opinions on the proposal.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Suzhou Nanomicro Technology Co.Ltd(688690) on confirmation of daily connected transactions in 2021 and prediction of daily connected transactions in 2022 (Announcement No.: 2022016).
(x) deliberated and passed the proposal on the internal control evaluation report in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report of Suzhou Nanomicro Technology Co.Ltd(688690) 2021.
（11） The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Suzhou Nanomicro Technology Co.Ltd(688690) on reappointment of the company’s audit institution in 2022 (Announcement No.: 2022017).
（12） Deliberated and passed the proposal on determining the remuneration (allowance) of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
（13） Deliberated and passed the proposal on determining the remuneration of senior managers of the company
Directors biwang Jack Jiang, Hu Weide and Zhao Shun avoided voting.
Voting results: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
（14） The proposal on applying for comprehensive credit from banks was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
（15） The proposal on Amending the Suzhou Nanomicro Technology Co.Ltd(688690) articles of Association was deliberated and adopted. The board of directors agreed to the following amendment scheme of the articles of association:
Original articles of association and revised articles of Association
Article 40 the general meeting of shareholders is the power organ of the company Article 40 the general meeting of shareholders is the power organ of the company, and shall exercise the following functions and powers according to law:
…… （18） The annual general meeting of shareholders of the company may authorize the board of directors to decide to issue (18) to specific objects the shares whose total financing amount of laws, administrative regulations and departmental banks does not exceed RMB 300 million and does not exceed 20% of the net assets at the end of the most recent year, and the authorization shall expire on the date of the next annual general meeting of shareholders.
Other matters specified. （19） Review other matters that should be decided by the above-mentioned general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association, and shall not be authorized to be decided by the general meeting of shareholders. The board of directors or other institutions and individuals shall act on behalf of the above-mentioned shareholders’ meeting, and the functions and powers of the above-mentioned shareholders’ meeting shall not be exercised by the board of directors or other institutions in the form of authorization. And individuals.
In addition to the above amendments, other provisions of the articles of association remain unchanged, and the general meeting of shareholders is requested to authorize the board of directors to go through relevant industrial and commercial change procedures, amendment and filing of the articles of association and other relevant matters with the industrial and commercial registration authority.
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
（16） The proposal on Revising the company’s employee equity incentive plan was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
（17） Deliberated and passed the proposal on increasing the capital of Suzhou sepu Instrument Co., Ltd
This proposal involves related party transactions, and related directors biwang Jack Jiang and Zhao Shun withdraw
vote.
Voting results: 7 in favor, 0 against, 0 abstention and 2 withdrawal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Suzhou Nanomicro Technology Co.Ltd(688690) on capital increase and related party transactions of participating companies (Announcement No.: 2022019).
（18） The proposal on the special report on the deposit and actual use of the company’s annual raised funds in 2021 was reviewed and approved
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and actual use of raised funds in Suzhou Nanomicro Technology Co.Ltd(688690) 2021 (Announcement No.: 2022014).
（19） The proposal on changing part of the special account for raised funds, opening a new special account for raised funds and signing a quadripartite supervision agreement on the storage of the special account for raised funds was reviewed and approved
Voting results: 9 in favor, 0 against and 0 abstention.
（20） The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects and handle relevant matters through summary procedures was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Suzhou Nanomicro Technology Co.Ltd(688690) on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects through summary procedures (Announcement No.: 2022018).
（21） Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Notice of Suzhou Nanomicro Technology Co.Ltd(688690) on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022020).
It is hereby announced.
Suzhou Nanomicro Technology Co.Ltd(688690) board of directors March 11, 2022
