Securities code: Tongfu Microelectronics Co.Ltd(002156) securities abbreviation: Tongfu Microelectronics Co.Ltd(002156) Announcement No.: 2022010 Tongfu Microelectronics Co.Ltd(002156)
Announcement of resolutions of the 11th meeting of the 7th board of directors
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.
1、 Meetings of the board of directors
Tongfu Microelectronics Co.Ltd(002156) (hereinafter referred to as "the company") the 11th meeting of the 7th board of directors was notified by written notice, fax and e-mail on March 1, 2022, and held by means of communication voting on March 11, 2022. There are 8 directors who should participate in the voting at the meeting, and 8 directors who actually participate in the voting. The meeting shall be held in accordance with the provisions of the company law and other relevant laws and regulations and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on 2022 stock option incentive plan (Draft) and its summary was reviewed and approved. After review, the board of directors believed that the implementation of equity incentive plan by the company is conducive to the sustainable development of the company, the formation of long-term incentive mechanism for core talents and the maximization of the value of the company and shareholders. There is no obvious damage to the interests of the company and all shareholders in this incentive plan. The incentive objects to be granted in this incentive plan meet the incentive conditions specified in relevant laws, regulations and normative documents.
Mr. Xia Xin, the director, as the object of this incentive, was recognized as an affiliated director and avoided voting on the proposal. The actual effective voting votes were 7.
The independent directors of the company expressed independent opinions on this proposal.
The 2022 stock option incentive plan (Draft) and its abstract are detailed in cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. The proposal on the management measures for the implementation of the 2022 stock option incentive plan was reviewed and approved. After review, the board of directors believed that: in order to achieve the implementation purpose of the incentive plan, the company has formulated corresponding assessment management measures, and the assessment system is comprehensive, comprehensive and operable, which can play a good incentive and restraint effect on the incentive objects.
Mr. Xia Xin, the director, as the object of this incentive, was recognized as an affiliated director and avoided voting on the proposal. The actual effective voting votes were 7.
The independent directors of the company expressed independent opinions on this proposal.
See cninfo.com, the information disclosure media designated by the company, for details of the measures for the administration of the implementation and assessment of the 2022 stock option incentive plan（ http://www.cn.info.com.cn. ）。
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3. 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 was deliberated and adopted
In order to specifically implement the company's 2022 stock option incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company's stock option incentive plan:
(1) Authorize the board of directors to determine the grant date of the stock option incentive plan;
(2) Authorize the board of directors to adjust the number of stock options and the number of underlying shares involved according to the methods specified in the stock option incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(3) Authorize the board of directors to adjust the exercise price of stock options in accordance with the methods specified in the stock option 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 grant stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of stock options, including signing the equity incentive agreement with the incentive object;
(5) Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the incentive objects can exercise their rights;
(7) Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, and handling the change registration of the company's registered capital;
(8) Authorize the board of directors to handle the locking of the subject shares that have not been exercised;
(9) Authorize the board of directors to manage and adjust the company's stock option incentive plan;
(10) Authorize the board of directors to implement other necessary matters required by the stock option incentive plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant documents;
(11) Authorize the board of directors to hire financial consultants, accountants, lawyers, securities companies and other intermediaries for the implementation of the stock option incentive plan;
(12) The validity period of the authorization is consistent with that of the stock option incentive plan.
Except for the above authorized matters that are clearly required to be adopted by the resolution of the board of directors in laws, administrative regulations, rules of the CSRC, normative documents or the articles of association, other matters of the stock option incentive plan can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Mr. Xia Xin, the director, as the object of this incentive, was recognized as an affiliated director and avoided voting on the proposal. The actual effective voting votes were 7.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
4. The proposal on Revising the plan for non-public development of A-Shares in 2021 was deliberated and adopted
1. Delete some provisions on the issuance quantity in "III. this non-public offering plan" of "section I summary of this non-public offering plan" in Tongfu Microelectronics Co.Ltd(002156) 2021 non-public Development Bank A-share plan. The specific deletion is as follows: "if a single subscription object and its affiliates and persons acting in concert have held the company's shares before this issuance, their total shareholding after this issuance shall not exceed 132903692 shares, and the subscription of the excess part is invalid."
2. The company has obtained the reply on approving Tongfu Microelectronics Co.Ltd(002156) non-public Development Bank shares (zjxk [2022] No. 261) from China Securities Regulatory Commission, Therefore, delete "3. Approval risk" in "VI. risk statement related to this issuance" of "section III discussion and analysis of the board of directors on the impact of this issuance on the company" in Tongfu Microelectronics Co.Ltd(002156) 2021 non-public Development Bank A-share plan ". At the same time, modify the relevant description in the plan that the issuance still needs the approval of the CSRC.
See the revised plan on cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed Tongfu Microelectronics Co.Ltd(002156) 2021 non-public Development Bank A-share stock plan (Revised Version).
The independent directors of the company expressed independent opinions on this proposal.
Voting result: 8 votes in favor; 0 votes against; There were no abstentions.
5. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company will hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on March 30, 2022 by combining on-site voting and online voting.
See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
Voting result: 8 votes in favor; 0 votes against; There were no abstentions.
3、 Documents for future reference
1. Resolutions of the 11th meeting of the 7th board of directors of the company;
2. Independent opinions of the company's independent directors on matters related to the 11th meeting of the seventh board of directors Tongfu Microelectronics Co.Ltd(002156) board of directors March 11, 2022
