} ?>
Stock code: 688012 Stock abbreviation: China Micro Corporation
China Micro Semiconductor Equipment (Shanghai) Co., Ltd
Meeting materials of the first extraordinary general meeting of shareholders in 2025
January 2025
China Micro Semiconductor Equipment (Shanghai) Co., Ltd
Notice to the First Extraordinary General Meeting of Shareholders in 2025
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of the General Meeting of Shareholders of Listed Companies, the Articles of Association of China Micro Semiconductor Equipment (Shanghai) Co., Ltd., the Rules of Procedure of the General Meeting of Shareholders of China Micro Semiconductor Equipment (Shanghai) Co., Ltd. and other relevant provisions, the Notice to the First Extraordinary General Meeting of Shareholders in 2025 is hereby formulated:
1. In order to ensure the seriousness and normal order of the meeting, and effectively safeguard the legitimate rights and interests of the shareholders (or shareholders' representatives) attending the meeting, the company has the right to refuse other unrelated personnel to enter the venue in accordance with the law, except for the shareholders (or shareholders' representatives) attending the meeting, the company's directors, supervisors, senior managers, witness lawyers and persons invited by the board of directors.
2. Shareholders and shareholders' representatives attending the meeting must go through the sign-in procedures at the meeting site 20 minutes before the meeting, and please present the securities account card, identity document or legal person unit certificate, power of attorney, etc., and receive the meeting materials after verification before attending the meeting.
After the start of the meeting, the presiding officer of the meeting announces the number of shareholders present at the meeting and the total number of shares with voting rights held by them, and shareholders who enter the meeting after this time are not entitled to participate in the on-site voting.
3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.
4. Shareholders and their representatives participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and their representatives participating in the general meeting of shareholders shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' representatives, and shall not disturb the normal order of the general meeting of shareholders.
5. Shareholders and their representatives who request to speak shall speak only with the permission of the presiding officer of the meeting in accordance with the agenda of the meeting. If more than one shareholder and the shareholder's representative request to speak at the same time, the one who raises his hand first shall speak; If the presiding officer cannot be determined, the moderator shall designate the speaker. Only shareholders and shareholders' proxies will be accepted to speak or ask questions during the meeting. Shareholders and shareholders' representatives should speak or ask questions about the topic of the meeting, concisely and concisely, and the time should not exceed 5 minutes.
6. When shareholders and their representatives request to speak, they shall not interrupt the report of the meeting speaker or other shareholders
and the statement of the shareholder's representative, the shareholder and the shareholder's representative shall not speak when the general meeting of shareholders is voting. If the shareholders and their representatives violate the above provisions, the presiding officer has the right to refuse or stop them.
7. The moderator may arrange for the company's directors, supervisors and senior managers to answer the questions raised by shareholders. The moderator or the relevant personnel designated by the moderator have the right to refuse to answer questions that may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.
8. Shareholders and shareholders' representatives attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Votes that are not filled, filled in incorrectly, illegible, or not cast are deemed to have waived the voting rights of the voter, and the voting results of the shares held by the voter shall be counted as "abstention".
9. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
10. The meeting was witnessed and issued by the practicing lawyers of the law firm hired by the company.
11. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will, adjust the mobile phone to mute state, refuse personal audio recording, video recording and photography, and have the right to stop the behavior of interfering with the normal procedures of the meeting, picking quarrels and provoking troubles or infringing on the legitimate rights and interests of other shareholders, and report to the relevant departments for processing.
12. The Company does not issue gifts to shareholders attending shareholders' meetings, and is not responsible for arranging accommodation for shareholders attending shareholders' meetings, and treats all shareholders equally.
13. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the Notice of China Micro Semiconductor Equipment (Shanghai) Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2025 disclosed by the company on the website of the Shanghai Stock Exchange on December 28, 2024.
China Micro Semiconductor Equipment (Shanghai) Co., Ltd
Agenda for the 1st Extraordinary General Meeting of Shareholders in 2025
1. Time, place and voting method of the meeting
1. Meeting time: 14:00 on January 14, 2025
2. On-site meeting location: 2303, 3rd Floor, Building 2, No. 188 Taihua Road, Pudong New Area, Shanghai
conference room
3. The system, start and end date and voting time of online voting
Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange
Online voting: January 14, 2025
Until January 14, 2025
Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
2. Agenda of the meeting
(1) Participants sign in, receive meeting materials, and shareholders register for speeches
(2) The presiding officer announces the opening of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held
(3) Read out the instructions for the general meeting of shareholders
(4) Elect members for vote counting and scrutineers
(5) To deliberate on the proposals of the meeting
1. "Proposal on Amendment<公司章程>"
2. "Proposal on Amendment<董事会议事规则>"
3. Proposal on the General Election of the Board of Directors of the Company and the Election of Non-Independent Directors of the Third Board of Directors
4. Proposal on the General Election of the Board of Directors of the Company and the Election of Independent Directors of the Third Board of Directors
5. Proposal on the Re-election of the Board of Supervisors of the Company and the Election of Non-employee Representative Supervisors of the Third Board of Supervisors
(6) Shareholders and shareholders' representatives at the meeting make speeches and ask questions
(7) Shareholders and proxies attending the meeting vote on various proposals
(8) Adjournment (Statistical Voting Results)
(9) Resumption of the meeting, reading out the voting results of the meeting and the resolution of the general meeting of shareholders
(10) Witness the lawyer's reading of the legal opinion
(11) Sign the documents of the meeting
(12) End of the meeting
Proposal 1 Proposal on amending the Articles of Association
Dear Shareholders and Shareholders' Representatives,
In order to safeguard the legitimate rights and interests of the company, shareholders and creditors, and standardize the organization and behavior of the company, it is proposed to amend the Articles of Association of the Company on matters such as changes in registered capital, total share capital, and composition of the board of directors, in accordance with the provisions of the Company Law of the People's Republic of China, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Guidelines for the Articles of Association of Listed Companies, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and other relevant laws, regulations and normative documents, combined with the actual situation of the companyThe company intends to amend the relevant provisions of the Articles of Association.
For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on December 28, 2024
(www.sse.com.cn) and relevant announcements and documents on designated information disclosure media.
In order to ensure the smooth progress of the amendment of the articles of association, the board of directors of the company hereby proposes to the general meeting of shareholders to authorize the chairman of the board of directors or other persons authorized by him to handle the subsequent change registration, articles of association filing and other related matters. After the approval of the general meeting of shareholders, the company will go through the legal formalities such as industrial and commercial change registration and articles of association filing in a timely manner, and the above changes shall be subject to the content approved by the industrial and commercial registration authority.
Please consider the above proposals.
China Micro Semiconductor Equipment (Shanghai) Co., Ltd
Board of Directors
January 14, 2025
Proposal 2: Proposal on amending the Rules of Procedure of the Board of Directors
Dear Shareholders and Shareholders' Representatives,
In view of the Company's intention to change the composition of the Board of Directors, the Rules of Procedure of the Board of Directors were amended at the same time.
For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on December 28, 2024
(www.sse.com.cn) and relevant announcements and documents on designated information disclosure media.
Please consider the above proposals.
China Micro Semiconductor Equipment (Shanghai) Co., Ltd
Board of Directors
January 14, 2025
Proposal 3 on the re-election of the board of directors of the company and the election of non-independent directors of the third board of directors
Motions of things
Dear Shareholders and Shareholders' Representatives,
In view of the expiration of the term of the second board of directors of the company, in accordance with the relevant laws, regulations, normative documents and the relevant provisions of the articles of association, the board of directors of the company nominated Yin Zhiyao, Zhu Min, Li Xin, Yang Zhuo, Cong Hai and Tao Heng as candidates for non-independent directors of the third board of directors of the company after the qualification review of the nomination committee of the board of directors of the company
Person. The biographies of the above personnel are detailed in the Company's disclosure on the website of the Shanghai Stock Exchange on December 28, 2024
(www.sse.com.cn) and relevant announcements and documents on designated information disclosure media.
The term of office of the non-independent directors of the third board of directors of the company shall be three years from the date of the approval of the general election proposal of the general meeting of shareholders of the company. In order to ensure the normal operation of the board of directors, the non-independent directors of the second board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities as directors in accordance with the provisions of laws, administrative regulations, normative documents and the articles of association of the company before the new board of directors non-independent directors take office.
Shareholders are requested to vote on each of the relevant sub-proposals of this proposal:
Serial Number Name of the motion
1 "Proposal on Electing Yin Zhiyao as a Non-Independent Director of the Third Board of Directors of the Company"
2 "Proposal on Electing Zhu Min as a Non-Independent Director of the Third Board of Directors of the Company"
3 "Proposal on Electing Li Xin as a Non-Independent Director of the Third Board of Directors of the Company"
4 "Proposal on Electing Yang Zhuo as a Non-Independent Director of the Third Board of Directors of the Company"
5 "Proposal on Electing Cong Hai as a Non-Independent Director of the Third Board of Directors of the Company"
6 "Proposal on Electing Tao Heng as a Non-Independent Director of the Third Board of Directors of the Company"
Please consider the above proposals.
China Micro Semiconductor Equipment (Shanghai) Co., Ltd
Board of Directors
January 14, 2025
Proposal 4 on the re-election of the board of directors of the company and the election of independent directors of the third board of directors
of motions
Dear Shareholders and Shareholders' Representatives,
In view of the expiration of the term of the second board of directors of the company, in accordance with the relevant laws, regulations, normative documents and the relevant provisions of the articles of association, the board of directors of the company nominated Zhang Yu, Xu Ping and Sun Zheng as independent director candidates for the third board of directors of the company after the qualification review of the nomination committee of the board of directors of the company. The resumes of the above-mentioned personnel are detailed in the public
The Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated letter on December 28, 2024
Disclose relevant announcements and documents in the media.
The term of office of the independent directors of the third board of directors of the company shall be three years from the date of the approval of the general meeting of shareholders of the company on the general election proposal. In order to ensure the normal operation of the board of directors, the independent directors of the second board of directors of the company will continue to faithfully and diligently perform their duties and responsibilities in accordance with the provisions of laws, administrative regulations, normative documents and the articles of association of the company before the independent directors of the new board of directors take office.
Shareholders are requested to vote on each of the relevant sub-proposals of this proposal:
Serial Number Name of the motion
1 "Proposal on Electing Zhang Yu as an Independent Director of the Third Board of Directors of the Company"
2 "Proposal on Electing Xu Ping as an Independent Director of the Third Board of Directors of the Company"
3 "Proposal on Electing Sun Zheng as an Independent Director of the Third Board of Directors of the Company"
Please consider the above proposals.
China Micro Semiconductor Equipment (Shanghai) Co., Ltd
Board of Directors
January 14, 2025
Proposal 5 on the re-election of the board of supervisors of the company and the election of non-employee representatives of the third board of supervisors
Table supervisor's proposal
Dear Shareholders and Shareholders' Representatives,
In view of the expiration of the term of office of the second board of supervisors of the company, in accordance with the relevant laws, regulations, normative documents and the relevant provisions of the articles of association, the board of supervisors of the company nominated Zou Fei and Huang Chen as candidates for non-employee representative supervisors of the third board of supervisors of the company, and together with the employee representative supervisors, they formed the third board of supervisors. The resumes of the above-mentioned personnel are detailed in the public
The Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated letter on December 28, 2024
Disclose relevant announcements and documents in the media.
The term of office of the non-employee representative supervisors of the third board of supervisors of the company shall be three years from the date of the adoption of the proposal of the general meeting of shareholders of the company on the general election. In order to ensure the normal operation of the board of supervisors, before the new board of supervisors non-employee representative supervisors take office, the non-employee representative supervisors of the second board of supervisors of the company will continue to faithfully and diligently perform their obligations and duties in accordance with the provisions of laws, administrative regulations, normative documents and the articles of association.
Shareholders are requested to vote on each of the relevant sub-proposals of this proposal:
Serial Number Name of the motion
1 "Proposal on Electing Zou Fei as a Non-employee Representative Supervisor of the Third Board of Supervisors of the Company"
2 "Proposal on Electing Huang Chen as a Non-employee Representative Supervisor of the Third Board of Supervisors of the Company"
Please consider the above proposals.
China Micro Semiconductor Equipment (Shanghai) Co., Ltd
Board of Supervisors
January 14, 2025
Ticker Name
Percentage Change
Inclusion Date