Securities code: Will Semiconductor Co.Ltd.Shanghai(603501) securities abbreviation: Will Semiconductor Co.Ltd.Shanghai(603501) Announcement No.: 2022059 convertible bond Code: 113616 convertible bond abbreviation: Weill convertible bond
Will Semiconductor Co.Ltd.Shanghai(603501)
Announcement of the resolution of the 59th meeting of the 5th board of directors
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Will Semiconductor Co.Ltd.Shanghai(603501) (hereinafter referred to as “the company”) the 59th meeting of the 5th board of directors was held by means of communication on May 22, 2022. Due to the urgency of the meeting, the notice of the meeting was sent to all directors by communication on May 19, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting was presided over by Mr. Yu renrong, chairman of the company, and explained the emergency convening of the meeting at the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and holding of this meeting comply with the relevant provisions of the company law and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the increase of Ingenic Semiconductor Co.Ltd(300223) shares held by wholly-owned enterprises of the company and related party transactions
The board of directors of the company agrees that Shaoxing Weihao enterprise management consulting partnership (limited partnership), a wholly-owned enterprise, will increase its holdings of Ingenic Semiconductor Co.Ltd(300223) (hereinafter referred to as ” Ingenic Semiconductor Co.Ltd(300223) “) shares by means of centralized bidding or block trading according to the market price of the stock exchange and the company’s funds, with a total investment amount of no more than 4 billion yuan, and the cumulative number of Ingenic Semiconductor Co.Ltd(300223) shares held after the increase does not exceed 50 million shares, Not more than 10.38% of Ingenic Semiconductor Co.Ltd(300223) total share capital. This transaction constitutes a connected transaction, and the independent directors of the company have approved this transaction in advance and expressed their agreed independent opinions.
Related directors Mr. LV Dalong and Mr. Chen Zhibin have avoided voting on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
See the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）And the announcement on the increase of Ingenic Semiconductor Co.Ltd(300223) shares held by wholly-owned enterprises of the company and related party transactions (Announcement No.: 2022058) disclosed by the designated information disclosure media of the company.
(II) deliberated and passed the proposal on convening the third extraordinary general meeting of shareholders in 2022
The board of directors proposed to convene the third extraordinary general meeting of shareholders in 2022 by means of communication voting and online voting on June 8, 2022, and submit the first proposal to the third extraordinary general meeting of shareholders in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
See the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）And the notice on convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022061) disclosed by the information disclosure media designated by the company.
It is hereby announced.
Will Semiconductor Co.Ltd.Shanghai(603501) board of directors may 23, 2022
