A-share securities code: Shanghai Fudan Microelectronics Group Co.Ltd(688385) securities abbreviation: Shanghai Fudan Microelectronics Group Co.Ltd(688385) Announcement No.: 2022009 Hong Kong stock securities code: 01385 securities abbreviation: Shanghai Fudan
Shanghai Fudan Microelectronics Group Co.Ltd(688385)
Announcement of resolutions of the 13th meeting of the 8th board of supervisors
The board of supervisors and all supervisors 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 according to law.
Shanghai Fudan Microelectronics Group Co.Ltd(688385) (hereinafter referred to as “the company”) the 13th meeting of the 8th board of supervisors 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, there are 3 supervisors in the board of supervisors, including 3 actual supervisors. The meeting is presided over by Ms. Zhang Yanfeng, chairman of the board of supervisors. 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 report on the work of the board of supervisors in 2021
Voting: 3 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) deliberating and adopting the report on the final financial accounts of 2021
Voting: 3 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.
(III) 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 of the 2021 annual report and the summary 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.
The board of supervisors believes that the preparation and deliberation procedures of the company’s 2021 annual report comply with the provisions of laws, regulations and the articles of Association; The content and format comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained truly reflects the company’s business and financial status during the reporting period; It is not found that the personnel involved in the preparation and review of the company’s 2021 annual report have violated the confidentiality provisions. The board of supervisors guarantees that the information disclosed in the 2021 annual report of the company is true, accurate and complete, and there are no false records, misleading statements or major omissions in the information contained.
Voting: 3 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 internal control evaluation report in 2021
If the internal supervision and control department considers that the contents of the company’s internal supervision and control system and its supporting regulations are not accurate or misleading, the internal supervision and control department shall, based on the company’s internal supervision and control system and its supporting regulations, make false statements within the period of internal supervision and control and their effectiveness, The company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
Voting: 3 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the profit distribution plan for 2021
The board of supervisors believes that the company’s profit distribution plan for 2021 fully takes into account the company’s operating performance, cash flow, development characteristics, capital demand and other factors. The decision-making procedure, profit distribution form and proportion of the plan comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of shareholders. Voting: 3 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.
(VI) the special report on the deposit and use of raised funds in 2021 was reviewed and approved. The board of supervisors believed that the company had truly, accurately and completely disclosed the deposit and use management of 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 was no violation of the management of raised funds. The replacement of raised funds, replenishment of working capital, cash management and other matters have fulfilled the necessary deliberation procedures and information disclosure obligations in accordance with the requirements of relevant laws and regulations. The use of the company’s raised funds is consistent with the disclosed contents, and there are no violations.
Voting: 3 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on the renewal of the company’s domestic and foreign audit institutions in 2022
The board of supervisors believes that Ernst & Young Huaming Certified Public Accountants (special general partnership) has the practice qualification of relevant business, strong professional ability and investor protection ability, rich domestic and overseas audit experience, independence and good integrity. The institution can undertake various responsibilities of the company’s domestic and overseas financial report audit institution and internal control audit institution in 2022.
Voting: 3 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.
(VIII) deliberated and passed the proposal on the remuneration scheme of directors and supervisors in 2022
The board of supervisors believes that the remuneration plan for the company’s directors and supervisors in 2022 is reasonable in combination with the current economic environment, the company’s region, industry and scale, and with reference to the remuneration level of the industry.
All supervisors avoided voting on this matter and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) the proposal on insuring liability insurance for directors, supervisors and senior managers was deliberated and passed. All supervisors avoided voting on this matter and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on applying for comprehensive credit line in 2022
The board of supervisors believes that this matter is a daily procedure matter in the company’s business work. The total amount applied for this time can meet the capital needs of the company’s normal operation, and the company’s application for the annual comprehensive credit line does not involve the provision of external guarantees or mutual guarantees, and the risk is controllable.
Voting: 3 in favor, 0 against and 0 abstention.
（11） The proposal on the general election of the board of supervisors and the nomination of non employee representative supervisors of the ninth board of supervisors was deliberated and adopted
The board of supervisors nominated Mr. Ren Junyan and Ms. Tang Xiaojie as candidates for non employee supervisors of the ninth board of supervisors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders of the company to the date of expiration of the ninth board of supervisors.
Voting: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Shanghai Fudan Microelectronics Group Co.Ltd(688385) board of supervisors
March 21, 2022
