Securities code: Tongfu Microelectronics Co.Ltd(002156) securities abbreviation: Tongfu Microelectronics Co.Ltd(002156) Announcement No.: 2022014 Tongfu Microelectronics Co.Ltd(002156)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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.
According to the resolution of the 11th meeting of the 7th board of directors of Tongfu Microelectronics Co.Ltd(002156) (hereinafter referred to as “the company” or “the company”), the first extraordinary general meeting of the company in 2022 is scheduled to be held on March 30, 2022. The relevant details are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022.
2. Convener of the meeting: the board of directors of the company. At the 11th meeting of the 7th board of directors held on March 11, 2022, the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
3. Legality and compliance of the meeting: the convening of the shareholders’ meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting:
On site meeting time: 14:30 PM, March 30, 2022;
Voting time: February 30, 2023. The time for online voting through the trading system of Shenzhen stock exchange is the trading time on March 30, 2022, i.e. 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 30, 2022.
5. Convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: March 24, 2022
7. Attendees:
(1) Ordinary shareholders holding shares of the company on the equity registration date or their authorized agents;
At the closing of the afternoon of the equity registration day, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company. See Annex 2 for the format of power of attorney.
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue of on-site meeting: Tongfu Microelectronics Co.Ltd(002156) conference room (No. 288, Chongchuan Road, Nantong City, Jiangsu Province)
2、 Matters considered at the meeting
1. Consideration of matters
Table 1 name and code of the proposal of the general meeting of shareholders
remarks
Proposal code proposal name
The column checked in this column can vote
100 total proposals: all proposals except cumulative voting proposals √
About 2022 stock option incentive plan (Draft) √
one
And its abstract
Assessment on the implementation of stock option incentive plan in 2022 √
two
Proposal on management measures
Proposal for the general meeting of shareholders to authorize the board of directors to handle the company’s √
three
Proposal on matters related to 2022 stock option incentive plan
2. Disclosure
The above proposals have been deliberated and adopted at the 11th meeting of the 7th board of directors, and proposals 1 and 2 have been deliberated and adopted at the 9th meeting of the 7th board of supervisors. See the details published on cninfo.com on March 14, 2022（ http://www.cn.info.com.cn. ）And relevant announcements in the securities times.
3. The above proposal is a special resolution, which must be passed by more than two-thirds of the voting rights held by the shareholders attending the meeting. In addition, the shareholders who are the intended incentive objects of the incentive plan or have an associated relationship with the intended incentive objects of the incentive plan need to avoid voting, and the associated shareholders cannot accept the entrusted voting of other shareholders.
4. The above proposals are equity incentives. According to the relevant provisions of the measures for the administration of equity incentives of listed companies, all independent directors unanimously agreed that Mr. Yuan Xueli, an independent director, would publicly solicit voting rights from all shareholders of the company on the proposals related to equity incentives considered at the general meeting of shareholders. See the details published on cninfo.com on March 14, 2022（ http://www.cn.info.com.cn. ）And relevant announcements in the securities times.
5. The above proposal will count the votes of small and medium-sized investors separately and disclose the results. Small and medium-sized investors refer to shareholders other than the following shareholders: (1) directors, supervisors and senior managers of listed companies; (2) Shareholders who individually or jointly hold more than 5% of the shares of the listed company.
3、 Meeting registration measures
1. Registration method:
(1) The corporate shareholders who intend to attend the meeting shall go through the registration formalities with the shareholder account card, the copy of the business license stamped with the official seal, the power of attorney of the legal representative (see Annex 2), the certificate of the legal representative and the ID card of the attendees;
(2) Natural person shareholders who intend to attend the on-site meeting must hold their own ID card, securities account card and shareholding certificate; The authorized agent shall go through the registration procedures with the ID card, power of attorney, the principal’s securities account card and shareholding certificate.
(3) Non local shareholders can register by letter or fax. The letter or fax must indicate the shareholder’s name, shareholder account, contact address, postal code and contact telephone, and attach a copy of ID card and shareholder account. Please indicate the words “general meeting of shareholders” on the envelope.
2. Registration time: 9:00-11:30 a.m. and 14:00-17:00 p.m. on March 29, 2022.
3. Place of registration: Securities Investment Department, No. 288, Chongchuan Road, Chongchuan District, Nantong City (please indicate “general meeting of shareholders” on the letter).
4. Contact information of the meeting:
Address: No. 288, Chongchuan Road, Nantong City, Jiangsu Province
Tel: 051385058919; Fax: 051385058929
Post code: 226006
Contact: Secretary of the board of directors: Jiang Shu; Securities affairs representative: Ding Yan
5. The shareholders who intend to attend the on-site meeting shall arrange their own accommodation and transportation expenses.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, shareholders can vote through the trading system of Shenzhen Stock Exchange and Internet voting system (address: http://wltp.cn.info.com.cn. ）Please refer to Annex 1 for details of contents and formats that need to be explained when participating in online voting.
5、 Special tips
Affected by the epidemic situation of New Coronavirus pneumonia, in order to reduce crowd aggregation and protect shareholders’ health, the specific contents of participating in this shareholders’ meeting are as follows:
1. In order to reduce the risk of public health and personal infection, it is recommended that shareholders give priority to participating in the general meeting of shareholders through online voting.
2. In order to protect shareholders’ health and reduce the risk of infection, the on-site meeting place of the general meeting of shareholders shall carry out epidemic prevention and control on the entrants. The participants in the on-site meeting shall register and measure their body temperature, show “Health Code”, “travel code” and “nucleic acid negative certificate within 48 hours”. Shareholders and their agents who do not cooperate with the epidemic prevention work will not be able to enter the meeting site.
3. Shareholders and their agents attending the on-site meeting are requested to bring their own personal epidemic prevention supplies and take epidemic prevention measures on the way back and forth.
6、 Documents for future reference
1. Resolution of the 11th meeting of the 7th board of directors of the company;
2. Resolution of the 9th meeting of the 7th board of supervisors of the company.
Tongfu Microelectronics Co.Ltd(002156) board of directors March 11, 2022 Annex 1:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code and voting abbreviation of ordinary shares:
Voting code: 362156; The voting is referred to as “Tongfu voting”.
2. Fill in the voting opinions or election votes.
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal. When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on March 30, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Voting procedures through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting at 9:15 a.m. on March 30, 2022 (the day of the on-site shareholders’ meeting), and ends at 15:00 p.m. on March 30, 2022 (the day of the on-site shareholders’ meeting).
2. For online voting through the Internet voting system, shareholders need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained
http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Annex 2
Power of attorney
Tongfu Microelectronics Co.Ltd(002156) ：
I hereby entrust Mr. (Ms.) to attend the first extraordinary general meeting of shareholders in Tongfu Microelectronics Co.Ltd(002156) 2022 on behalf of me (the company), and exercise the voting rights on my behalf according to the instructions in the table below. If I (the company) have no instructions, the trustee may vote at his discretion, and the consequences shall be borne by me (the company). 1. Name of the client, nature and quantity of shares held by the listed company
2. the name of the trustee and the ID number.
3. Issuing date and validity period of power of attorney
4. Signature (or seal) of the client
Remarks: agree against waiver
Proposal code proposal name column checked
You can vote
100 total motion: except cumulative voting √
All proposals outside the case
Non cumulative voting proposal
About 2022 stock options √
1.00 incentive plan (Draft) and its summary
Proposal to be
About 2022 stock options √
2.00 incentive plan implementation Assessment Management Office
Bill on the law of the people’s Republic of China
Proposal for authorization of the general meeting of shareholders √
The board of directors handled the 2022 shares of the company
three
Matters related to the stock option incentive plan
Proposal for
Note: 1 Please tick “√” in the above options;
2. Each item is a single choice, and multiple choices are invalid;
3. The copy of the power of attorney is valid.
