A-share securities code: Shanghai Fudan Microelectronics Group Co.Ltd(688385) securities abbreviation: Shanghai Fudan Microelectronics Group Co.Ltd(688385) Announcement No.: 2022008 Hong Kong stock securities code: 01385 securities abbreviation: Shanghai Fudan
Shanghai Fudan Microelectronics Group Co.Ltd(688385)
The resolution of the 32nd meeting of the 8th board of directors announced that 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 liabilities for the authenticity, accuracy and integrity of its contents in accordance with the law.
Shanghai Fudan Microelectronics Group Co.Ltd(688385) (hereinafter referred to as “the company”) the 32nd meeting of the 8th board of directors was held in the form of communication voting on March 18, 2022. The notice of the meeting was sent by e-mail on March 1, 2022. At present, the board of directors has a total of 12 directors, including 12 actual directors. The meeting is presided over by the chairman, Mr. Jiang Guoxing. The convening of the meeting complies with the relevant provisions of the company law and the articles of association, and is legal and effective.
The meeting considered and adopted the following matters:
(I) deliberated and adopted the proposal on the work report of the board of directors in 2021
Voting: 12 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the general manager in 2021
Voting: 12 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the financial final accounts report of 2021
Voting: 12 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the company’s 2021 annual report and summary
The company’s 2021 annual report includes A-share annual report and H-share annual report. Among them, the A-share annual report includes the full text and abstract of the 2021 annual report, which is prepared in accordance with the requirements of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange; The annual report of H shares, including the performance announcement of 2021, the audited financial statements and the auditor’s report, is prepared in accordance with the Securities Listing Rules of the stock exchange of Hong Kong Limited and other requirements.
Ernst & Young Huaming Certified Public Accountants (special general partnership) issued Ernst & Young Huaming (2022) SZ No. 60469429b01 standard unqualified audit report and Ernst & Young Huaming (2022) SZ No. 60469429b02 special statement on occupation of non operating funds and other related capital transactions in 2021, The independent non-executive director issued a special statement of “no external guarantee” on the external guarantee of the company in 2021.
Voting: 12 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The disclosed annual report of Shanghai Fudan Microelectronics Group Co.Ltd(688385) 2021 and its abstract are published in the annual performance announcement of 2021 on the disclosure exchange of Hong Kong Stock Exchange (www.hkexnews. HK).
(V) deliberated and passed the proposal on internal control evaluation report in 2021
According to the basis of internal control evaluation and the identification standard of internal control defects, the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations on the benchmark date of the internal control evaluation report.
The independent non-executive director expressed an independent opinion on the matter.
Ernst & Young Huaming Certified Public Accountants (special general partnership) issued Ernst & Young Huaming (2022) ZZ No. 60469429b01 internal control audit report.
Voting: 12 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed Shanghai Fudan Microelectronics Group Co.Ltd(688385) 2021 annual internal control evaluation report.
(VI) the proposal on the environmental, social and Governance Report of 2021 was considered and adopted
In order to thoroughly implement the concept of sustainable development and truly and objectively reflect the important information about the company’s performance of environmental and social responsibilities and standardized operation, the company, in accordance with the guidelines for environmental, social and governance reports in Appendix 27 of the Securities Listing Rules of the stock exchange of Hong Kong Limited This report has been prepared in accordance with the GRI standard of the global reporting initiative and the ISO 260 Transfar Zhilian Co.Ltd(002010) corporate social responsibility guide of the international organization for standardization. Voting: 12 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed Shanghai Fudan Microelectronics Group Co.Ltd(688385) 2021 annual environmental, social and governance report.
(VII) deliberation and approval of the proposal on the profit distribution plan for 2021
The board of directors suggests that the company will distribute a cash dividend of RMB 0.65 (including tax) to all shareholders for every 10 shares based on the total share capital registered on the date of equity distribution, and the total amount of cash dividend is expected to be RMB 5294263000 (including tax), accounting for 10.29% of the net profit attributable to the shareholders of the listed company in 2021. No bonus shares will be given for this profit distribution, and no accumulation fund will be converted into share capital. If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to keep the total distribution unchanged and adjust the distribution proportion per share accordingly.
The independent non-executive director expressed an independent opinion on the matter.
Voting: 12 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on the profit distribution plan for 2021 (Announcement No.: 2022011).
(VIII) the proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and approved. The company has timely, truly, accurately and completely disclosed the deposit and use management of the company’s raised funds in accordance with the measures for the administration of raised funds of listed companies on Shanghai Stock Exchange (revised in 2013) and other relevant laws and regulations, and there are no violations in the management of raised funds.
The independent non-executive director expressed an independent opinion on the matter.
Voting: 12 in favor, 0 against and 0 abstention.
(IX) deliberated and passed the proposal on the renewal of the company’s domestic and foreign audit institutions in 2022
The board of directors agreed to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the domestic and overseas financial report audit institution and internal control audit institution of the company in 2022, and requested the annual general meeting of the company to authorize the board of directors to negotiate with Ernst & Young Huaming Certified Public Accountants (special general partnership) to determine relevant audit fees and sign relevant contracts.
The independent non-executive director expressed his prior approval opinions and independent opinions on the matter.
Voting: 12 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on renewing the appointment of accounting firms (Announcement No.: 2022012).
(x) deliberated and passed the proposal on the remuneration scheme of directors and supervisors in 2022
The independent non-executive director expressed an independent opinion on the matter.
In accordance with the relevant provisions of the standards for the governance of listed companies and the company’s detailed rules for the work of the remuneration and assessment committee of the board of directors, all directors of the proposal abstained from voting.
（11） Deliberated and passed the proposal on the remuneration scheme for senior managers in 2022
The independent non-executive director expressed an independent opinion on the matter.
Mr. Shi Lei, Mr. Yu Jun and Ms. Cheng Junxia, executive directors and senior managers, avoided voting. Voting: 9 in favor, 0 against and 0 abstention.
（12） The proposal on insurance of directors, supervisors and senior managers’ liability insurance was deliberated and adopted. The board of directors agreed to purchase liability insurance for directors, supervisors and senior managers (hereinafter referred to as “directors, supervisors and senior managers’ liability insurance”) in accordance with the relevant provisions of the governance standards of listed companies of the CSRC. The renewal period is one year, covering the insurance coverage of H-share and A-share sci tech innovation board, and the total amount of renewal premium does not exceed HK $65605.
The annual general meeting of shareholders is requested to authorize the board of directors and its authorized persons to determine the insurance company within the above premium amount and core protection scope; Determine the liability limit; Total premium and other insurance terms; Select and employ insurance brokerage companies or other intermediaries; Sign relevant legal documents and deal with other matters related to insurance, as well as handle matters related to renewal or re insurance at or before the expiration of the directors, supervisors and senior managers’ liability insurance contract in the future.
The independent non-executive director expressed an independent opinion on the matter.
All directors of the proposal abstained from voting.
This matter will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） The proposal on applying for comprehensive credit line in 2022 was deliberated and adopted
The board of directors approved the company to apply for a comprehensive credit line with a total amount not exceeding RMB 745.6 million from banks and other financial institutions, authorized the chairman or his authorized personnel to handle the above credit line application within the authorization period and limit, and signed contracts, agreements, guarantee pledge contracts, vouchers and other legal documents. The authorization shall be valid for one year from the date of approval by the board of directors. The company’s application for annual comprehensive credit line does not involve the provision of external guarantee or mutual guarantee.
Voting: 12 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on applying for comprehensive credit line in 2022 (Announcement No.: 2022010).
（14） The proposal on the general election of the board of directors and the nomination of executive directors of the ninth board of directors was deliberated and adopted
After passing the qualification examination of the nomination committee of the board of directors, the board of directors agreed to nominate Mr. Jiang Guoxing, Mr. Shi Lei, Mr. Yu Jun and Ms. Cheng Junxia as candidates for executive directors of the ninth board of directors of the company. The term of office starts from the date of deliberation and approval of the annual general meeting of the company to the date of expiration of the ninth board of directors.
Voting: 12 in favor, 0 against and 0 abstention.
This matter will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（15） The proposal on the general election of the board of directors and the nomination of non-executive directors of the ninth board of directors was deliberated and adopted
After passing the qualification examination of the nomination committee of the board of directors, the board of directors agreed to nominate Ms. Zhang Qianling, Mr. Wu Ping, Ms. Liu Huayan and Mr. Sun Zheng as candidates for non-executive directors of the ninth board of directors of the company. The term of office starts from the date of deliberation and approval of the annual general meeting of the company to the date of expiration of the ninth board of directors.
Voting: 12 in favor, 0 against and 0 abstention.
This matter will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（16） The proposal on the general election of the board of directors and the nomination of independent non-executive directors of the ninth board of directors was deliberated and adopted
After passing the qualification examination by the nomination committee of the board of directors, the board of directors agreed to nominate Mr. Cao Zhongyong, Mr. Cai Minyong, Mr. Wang pin and Ms. Zou Fuwen as candidates for independent non-executive directors of the ninth board of directors of the company. The term of office starts from the date of deliberation and approval by the annual general meeting of shareholders of the company to the date of expiration of the ninth board of directors.
Voting: 12 in favor, 0 against and 0 abstention.
This matter will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
See the company’s website at Shanghai Stock Exchange (www.sse. Com. CN.) for details of proposals 14, 15 and 16 Announcement on the general election of the board of directors and the board of supervisors (Announcement No.: 2022013).
（17） The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The board of directors authorizes the Secretary of the board of directors of the company to publish the notice of 2021 annual general meeting of shareholders (also known as “2021 annual general meeting of shareholders”) at a selected time in accordance with the rules of Shanghai and Hong Kong.
Voting: 12 in favor, 0 against and 0 abstention
The board of directors discussed the following matters in accordance with the provisions of H shares:
（18） Equity registration date
In order to determine the qualification of shareholders to participate in the 2021 annual general meeting of shareholders, H shares determine June 2, 2022 as the equity registration date (the equity registration date of A-Shares will be announced separately). On that day, the shareholders of H shares registered in the register of shareholders of the company have the right to participate in the upcoming 2021 annual general meeting of shareholders.
Voting: 12 in favor, 0 against and 0 abstention.
（19） Suspension of share transfer registration
It is determined that the registration procedures for the transfer of H shares will be suspended from May 3, 2022 to June 2, 2022 (including the first and last two days).
Voting: 12 in favor, 0 against and 0 abstention.
（20） Shareholders’ Circular
The shareholders’ circular prepared for the convening of the annual general meeting of shareholders was issued at the meeting, and the contents of the circular were unanimously adopted.
Voting: 12 in favor, 0 against and 0 abstention.
（21） It is suggested to change each trading unit.
The trading units of the company’s shares traded on the Hong Kong Stock Exchange will be changed from 2000 shares to 1000 shares. Voting: 12 in favor, 0 against and 0 abstention.
（22） Confirm the connected transactions during the reporting period of 2021 in accordance with the Securities Listing Rules of the stock exchange of Hong Kong Limited
Voting: 12 affirmative votes,
