Securities code: Wuxi Chipown Micro-Electronics Limited(688508) securities abbreviation: Wuxi Chipown Micro-Electronics Limited(688508) Announcement No.: 2022007 Wuxi Chipown Micro-Electronics Limited(688508)
Announcement of resolutions of the 9th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents.
1、 Meetings of the board of directors
Wuxi Chipown Micro-Electronics Limited(688508) (hereinafter referred to as “the company”) the 9th meeting of the 4th board of directors (hereinafter referred to as “the meeting”) was held on March 17, 2022 by combining on-site and communication. The notice of the meeting was sent to all directors by mail on March 7, 2022. All directors have known the necessary information related to the matters discussed. The company has 7 directors who should vote and 7 directors who actually vote. The meeting is presided over by the chairman, Mr. Zhang Lixin. The convening and convening of this meeting comply with the provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the general manager in 2021
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(II) deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the financial final accounts report of 2021
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on financial budget report for 2022
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the main body and summary of the annual report in 2021
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Disclosed annual report 2021 and summary of annual report 2021. (VI) review and approve the 2021 performance report of the audit committee of the board of directors
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Disclosed the 2021 performance report of the audit committee of the board of directors. (VII) deliberated and passed the proposal on deliberating the work report of independent directors in 2021
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Report on the work of independent directors in 2021 disclosed.
(VIII) deliberation and approval of the proposal on the profit distribution plan for 2021
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Proposal on profit distribution plan for 2021 (Announcement No.: 2022)-
(IX) deliberated and passed the proposal on the evaluation report on internal control in 2021
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）2021 annual internal control evaluation report disclosed.
(x) the proposal on the company’s re employment of notary Tianye Certified Public Accountants (special general partnership) as an accounting firm in 2022 was deliberated and adopted
The company plans to hire notary Tianye Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution in 2022.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the above matters.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Announcement on reappointment of audit institutions in 2022 (Announcement No.: 2022010).
（11） The proposal on the special report on the deposit and actual use of raised funds in 2021 was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Special report on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022009).
（12） The proposal on the 2022 annual remuneration plan of the company’s directors was deliberated and adopted
The remuneration plan of the company’s directors in 2022 is: the remuneration of internal directors shall be determined according to the relevant remuneration management system of the company based on the provisions of the employment contract or labor contract established between themselves and the company, and no director’s remuneration shall be paid separately. Independent directors and external directors do not enjoy other income and social security benefits in the company. The company only grants allowances to independent directors. Referring to the allowance level of independent directors of other companies in the same industry and in combination with the actual situation of the company’s operation and management, the allowance for each independent director is 60000 yuan / year (including tax).
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（13） The proposal on the 2022 annual salary plan of the company’s senior managers was reviewed and approved. The 2022 annual salary plan of the company’s senior managers includes two parts: fixed salary and performance bonus. The performance bonus is linked to the completion of the company’s annual business indicators and personal performance evaluation.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
（14） The proposal on applying for comprehensive credit line from banks was deliberated and adopted
Due to the business needs of the company, the company plans to apply to Industrial And Commercial Bank Of China Limited(601398) , Bank Of Jiangsu Co.Ltd(600919) , China Citic Bank Corporation Limited(601998) , Bank Of Communications Co.Ltd(601328) , China Merchants Bank Co.Ltd(600036) , Bank Of Ningbo Co.Ltd(002142) and other financial institutions for a comprehensive credit line with a total amount of no more than 600 million yuan (the credit line actually approved by the cooperative bank shall prevail).
The board of directors of the company authorizes the chairman or his designated authorized agent to sign all legal documents within the above comprehensive credit line on behalf of the company (including but not limited to applications, contracts, agreements and other documents related to credit, loan and financing). Within this limit, the company will not hold a separate board of directors on a single credit. The authorization period starts from the date of adoption of the 2021 annual general meeting of shareholders and ends on the date of convening the 2022 annual general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（15） Deliberated and passed the proposal on the change of accounting estimate of depreciation life of fixed assets
According to the relevant provisions of accounting standards for Business Enterprises No. 4 – fixed assets, combined with the company’s current operation and actual use of fixed assets, it is proposed to add a new category of fixed assets “experimental equipment” for accounting research and development
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Announcement on changes in accounting estimates of depreciation life of fixed assets (Announcement No.: 2022013).
（16） The proposal on using self owned funds for cash management was deliberated and adopted
In order to improve the use efficiency of idle self owned funds and further improve the capital income, the company plans to use idle self owned funds with a maximum balance of no more than 600 million yuan (including this amount) in a single day for cash management and purchase financial products or deposit products with high security and good liquidity.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Announcement on using self owned funds for cash management (Announcement No.: 2022016).
（17） The proposal on cash management with raised funds was deliberated and adopted
In order to improve the use efficiency of the company’s funds, on the premise of not affecting the construction of the investment projects invested by the raised funds, the company plans to use the temporarily idle raised funds from the initial public offering with a maximum balance of no more than 540 million yuan per day for cash management, and purchase principal guaranteed financial products or deposit products with high safety, good liquidity and a single product term of no more than 12 months.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Announcement on the use of raised funds for cash management (Announcement No.: 2022015).
（18） The proposal on changing the registered capital of the company, amending the articles of association and handling the industrial and commercial change registration was deliberated and adopted
As the company has completed the first share registration in the first vesting period of the 2020 restricted stock incentive plan, after the vesting of the restricted stock, the total share capital of the company has increased from 112800000 shares to 113098500 shares, the registered capital of the company has also increased from 112800000 yuan to 113098500 yuan, and article 6 of the articles of association has been amended accordingly.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Announcement on increasing the registered capital of the company, amending the articles of association and handling the industrial and commercial change registration (Announcement No.: 2022017).
（19） Deliberated and adopted the proposal on formulating the management system of external donations
In order to further standardize the company’s external donation, strengthen the management of the company’s external donation, and better perform the company’s social responsibility on the basis of fully safeguarding the rights and interests of shareholders, creditors and employees, in accordance with the company law of the people’s Republic of China, the donation law of the people’s Republic of China for public welfare undertakings, the Listing Rules of Shanghai Stock Exchange on the science and innovation board and other laws and regulations, as well as the Wuxi Chipown Micro-Electronics Limited(688508) articles of association and other relevant provisions, In combination with the actual situation of the company, formulate the management system of external donation.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on March 18, 2022（ http://www.sse.com.cn. ）Disclosed the management system for external donations.
（20） The proposal on the company’s compliance with the conditions for issuing A-Shares to specific objects was deliberated and adopted. In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant laws, regulations and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), The company checked itself item by item according to the actual situation and believed that the company met the provisions of current laws and regulations on issuing A-Shares to specific objects and met the conditions for issuing A-Shares to specific objects.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on the above matters.
This proposal needs to be submitted to the shareholders’ meeting
