Securities code: Tongfu Microelectronics Co.Ltd(002156) securities abbreviation: Tongfu Microelectronics Co.Ltd(002156) Announcement No.: 2022013
Tongfu Microelectronics Co.Ltd(002156)
Announcement of independent directors on public solicitation of voting rights
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.
Special statement:
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 (hereinafter referred to as the “CSRC”), Yuan Xueli, an independent director of Tongfu Microelectronics Co.Ltd(002156) (hereinafter referred to as the “company”), is entrusted by other independent directors as the collector,
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 30, 2022.
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 announcement, and are not responsible for the contents described in this announcement. Any statement to the contrary is a false statement.
1、 Basic information and statement of the collector
1. The recruiter yuan Xueli is the current independent director of the company. The basic information is as follows:
Yuan Xueli, male, Chinese nationality, born in 1977, without overseas permanent residency, master’s degree, senior accountant, management accountant, senior international financial manager (SIFM), International Certified Public Accountant (AAIA). He is currently the Secretary of Jin Tong Ling Technology Group Co.Ltd(300091) board of directors. At present, he is also an independent director of Jiangsu Zeyu Intelligent Power Co., Ltd. Jiangsu Shemar Electric Co.Ltd(603530) independent director, and an independent director of Heilongjiang xinjinyuan Agricultural Environmental Protection Industrial Park Co., Ltd. From January 2021 to now, he has served as Tongfu Microelectronics Co.Ltd(002156) independent director. 2. Statement of the collector
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 and is conducted free of charge. The soliciter does not have the situation that it is not allowed to publicly solicit voting rights as a soliciter as stipulated in the Interim Provisions on the management of shareholders’ rights of listed companies, and promises to continue to meet the conditions of cooperation between the date of solicitation and the date of exercise. The solicitor guarantees that the
Bear legal responsibility and ensure that it will not use this solicitation of voting rights to engage in securities fraud such as insider trading and market manipulation.
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 voting rights
The solicitors publicly solicit voting rights from all shareholders of the company on the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on 2022 stock option incentive plan (Draft) and its summary
Proposal 2: proposal on the administrative measures for the assessment of the implementation of stock option incentive plan in 2022
Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan
For details about the convening of this general meeting of shareholders, see the company’s announcement on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022. 3、 Solicit opinions
As an independent director of the company, the recruiter yuan Xueli attended the 11th meeting of the 7th board of directors held on March 11, 2022 and made comments on the proposal on the stock option incentive plan in 2022 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the stock option incentive plan in 2022 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan voted in favour and expressed independent opinions on the relevant proposals. 4、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the articles of association of China, the collector has formulated the scheme for the collection of entrusted voting rights. The specific contents are as follows:
1. Solicitation object: as of March 24, 2022, after the completion of the transaction, the shareholders of the company registered in Shenzhen company of China Securities Depository and Clearing Co., Ltd. and who have gone through the registration procedures for attending the meeting.
2. Collection period: from March 25, 2022 to March 26, 2022 (9:00-11:30 a.m. and 13:30-17:00 p.m. every day).
3. Solicitation method: open in securities times and cninfo (www.cn. Info. Com. CN.)
4. Solicitation procedures and steps
Step 1: if the solicitation object decides to entrust the soliciter to vote on its behalf, it shall fill in the “power of attorney for public solicitation of voting rights by independent directors” (hereinafter referred to as “power of attorney”) item by item according to the format and content specified in the annex to this announcement.
Step 2: sign the power of attorney and submit the following relevant documents as required:
① If the shareholder entrusted to vote is a legal person shareholder, it shall submit: a copy of the legal person’s business license, the original identity certificate of the legal representative, the original power of attorney and the stock account card. The relevant documents shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
② If the shareholder entrusted to vote is an individual shareholder, it shall submit: a copy of his 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 shareholders entrusted to vote have prepared relevant documents according to the requirements of step 2 above, they shall deliver the power of attorney and relevant documents to the address specified in this announcement by personal delivery / registered letter / express mail within the collection time specified in this announcement; If it is delivered by registered letter / express mail, the time when it is received by the office of the board of directors of the company shall prevail.
The designated addresses and recipients of the power of attorney and relevant documents delivered by the shareholders entrusted to vote are as follows:
Address: No. 288, Chongchuan Road, Chongchuan District, Nantong City, Jiangsu Province
Attention: Tongfu Microelectronics Co.Ltd(002156) Securities Investment Department
Tel: 051385058919
mail box: [email protected].
Postal Code: 226006
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate “power of attorney for public solicitation of voting rights by independent directors” in a prominent position.
Step 4: the lawyer appointed by the legal person and the lawyer appointed by the shareholder to review the documents submitted by the legal person and the individual witness will be confirmed by the company. Upon review, all authorizations that meet the following conditions will be confirmed as valid:
① The power of attorney has been filled in and signed item by item according to the format and content specified in the annex to this announcement, the content of the authorization is clear, and the relevant documents submitted are complete and effective;
② The power of attorney and relevant documents have been submitted within the collection time determined in this announcement;
③ The power of attorney and relevant documents have been delivered to the address specified in this announcement;
④ The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders of the company.
Step 5: if the shareholder repeatedly authorizes the collector to vote on the solicitation matters, but the authorization contents 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. You cannot vote on the same matter more than once. In case of multiple voting (including on-site voting and online voting), the last voting result shall prevail.
Step 6: in case of any of the following circumstances in the confirmed valid authorization, the following measures shall be taken:
① If a shareholder who entrusts to vote expressly revokes the authorization of the collector in writing before the collector exercises the voting right on his behalf, the collector shall not exercise the voting right on his behalf after the revocation.
② The shareholder who entrusts to vote does not explicitly revoke the authorization to the collector in writing before the collector exercises the voting right on his behalf, but if he attends the general meeting of shareholders and independently exercises the voting right before the trustee exercises the voting right on his behalf, the authorization to the collector shall be deemed to have been revoked.
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: Yuan Xueli March 11, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Tongfu Microelectronics Co.Ltd(002156)
Power of attorney for public solicitation of voting rights by independent directors
Yuan Xueli is hereby authorized to attend the meeting of Tongfu Microelectronics Co.Ltd(002156) 2022 on behalf of himself (the unit)
An extraordinary general meeting of shareholders, and on behalf of myself (the unit), entrust all proposals considered at the meeting in accordance with this authorization
Exercise the right to vote according to the instructions of the letter and sign the relevant documents to be signed at the meeting on behalf of him. I (my unit)
The voting opinions on the proposal of the company’s first extraordinary general meeting in 2022 are as follows:
Proposal code proposal name remarks: the column that is checked in this column can vote
100 total proposal √
1.00 about 2022 stock option incentive plan √
(Draft) and its summary
2.00 implementation plan for stock option incentive plan in 2022 √
Proposal on implementation of assessment management measures
Proposal for the general meeting of shareholders to authorize the board of directors to do
2023 stock option incentive plan of the company
Proposal on Relevant Issues
Name of client (name):
Client’s shareholder account:
Principal’s ID number (business license number):
Nature of the principal’s shareholding: number of shares held by the principal:
The name of the trustee: the ID number of the trustee:
Signature (seal) of the client:
Date of entrustment: mm / DD / yy
Note: 1 This power of attorney is valid if it is cut, copied or self-made according to the above format, and the validity period is from the signing date to the company
The first extraordinary general meeting of shareholders in 2022 ended.
2. For the instructions of the trustor to the trustee, tick “√” in the box below “agree”, “oppose” and “abstain”
Subject to, each item is single choice, multiple choice or without specific instructions, it is invalid.
3. This power of attorney is valid only when it is signed by the principal. If the principal is a legal person shareholder, it must be stamped with the official seal of the legal person
The legal representative of the unit shall sign at the client.
