Stock code: 688088 Stock abbreviation: Arcsoft Technology
ArcSoft Technology Co., Ltd
First Extraordinary General Meeting of Shareholders in 2024
Meeting materials
December 19, 2024 Hangzhou
Table of Contents
Agenda for the First Extraordinary General Meeting of Shareholders in 2024...... 3
Notice of the First Extraordinary General Meeting of Shareholders in 2024...... 5
Proposal 1: Proposal on the re-appointment of the auditor for 2024 ...... 8
Proposal 2: Proposal on amending the Articles of Association and handling the registration of industrial and commercial changes ...... 12
Proposal 3: Proposal on Amending the Rules of Procedure of the Board of Directors ...... 15
Proposal 4: Proposal on Adjusting the Allowance of Independent Directors ...... 16. Proposal 5: Proposal on the general election of the board of directors and the election of non-independent directors of the third board of directors...... 17
Proposal 6: Proposal on the General Election of the Board of Directors and the Election of Independent Directors of the Third Board of Directors...... 23 Proposal 7: Proposal on the General Election of the Board of Supervisors and the Election of Shareholder Representative Supervisors of the Third Board of Supervisors.... 27
ArcSoft Technology Co., Ltd
Agenda for the 1st Extraordinary General Meeting of Shareholders in 2024
1. Meeting time: 14:30, December 19, 2024 (Thursday).
2. On-site meeting place: A6 floor, No. 392, Binxing Road, Changhe Street, Binjiang District, Hangzhou City, Zhejiang Province (Hongsoft Building).
3. Moderator: Mr. Hui Deng, Chairman of the Board
Fourth, the meeting arrangement:
(1) Participants sign in, and shareholders register to speak
(2) The moderator gave a welcome speech and announced the opening of the meeting
(3) The presiding officer announces the number of shareholders and proxies attending the meeting, the number of voting rights held, and the proportion of the number of voting rights held to the number of voting rights of the company
(4) Examine each bill item by item
Serial Number Name of the motion
1 "Proposal on the Renewal of the Appointment of Auditors for 2024"
2 "Proposal on Amending <公司章程>and Handling the Registration of Industrial and Commercial Change"
3 "Proposal on Amendment<董事会议事规则>"
4 Proposal on Adjusting the Allowance of Independent Directors
5.00 Proposal on the General Election of the Board of Directors and the Election of Non-Independent Directors of the Third Board of Directors
5.01 Proposal on Electing Mr. Hui Deng as a Non-Independent Director of the Third Board of Directors
5.02 "Proposal on Electing Mr. Xiangxin Bi as a Non-Independent Director of the Third Board of Directors"
5.03 "Proposal on Electing Mr. Wang Jin as a Non-Independent Director of the Third Board of Directors"
5.04 "Proposal on Electing Mr. Xu Jian as a Non-Independent Director of the Third Board of Directors"
5.05 "Proposal on Electing Mr. Li Gang as a Non-Independent Director of the Third Board of Directors"
5.06 Proposal on Electing Mr. Kong Xiaoming as a Non-Independent Director of the Third Board of Directors
6.00 "Proposal on the General Election of the Board of Directors and the Election of Independent Directors of the Third Board of Directors"
6.01 Proposal on Electing Mr. Wang Zhan as an Independent Director of the Third Board of Directors
6.02 Proposal on Electing Mr. Ge Yunsong as an Independent Director of the Third Board of Directors
6.03 Proposal on Electing Mr. Zhu Kai as an Independent Director of the Third Board of Directors
7.00 "Proposal on the General Election of the Board of Supervisors and the Election of Shareholder Representative Supervisors of the Third Board of Supervisors"
7.01 "Proposal on Electing Ms. Liu Xiaoqian as the Shareholder Representative Supervisor of the Third Board of Supervisors"
7.02 "Proposal on Electing Mr. Liu Weiguang as the Shareholder Representative Supervisor of the Third Board of Supervisors"
(5) Elect two shareholder representatives to participate in the counting and scrutiny, and the lawyer, the shareholder representative and the supervisor representative shall be jointly responsible for the vote counting and scrutiny
(6) Shareholders and agents make speeches and ask questions
(7) Shareholders and proxies shall vote
(8) Count the results of on-site voting
(9) Announce the results of on-site voting
(10) The on-site meeting is adjourned, and the meeting continues after the online voting is over
(11) Announce the voting results of this meeting
(12) The lawyer reads out the witness opinion
(13) The directors and minutes of the meeting attending the meeting shall sign the resolution of the meeting; Directors, supervisors, secretary of the board of directors, convener or their representatives, and presiding officer shall sign the minutes of the meeting
(14) End of the meeting
ArcSoft Technology Co., Ltd
Notice to the First Extraordinary General Meeting of Shareholders in 2024
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the shareholders' meeting, and ensure the smooth progress of the shareholders' meeting, ArcSoft Technology Co., Ltd. (hereinafter referred to as the Company) hereby formulates this notice in accordance with the Rules of the General Meeting of Shareholders of Listed Companies of the China Securities Regulatory Commission and other relevant laws and regulations.
First, the basic situation of the meeting
(1) The meeting shall be convened by the board of directors of the company in accordance with the law, and the board of directors shall conscientiously perform the duties stipulated in the articles of association in accordance with the principle of safeguarding the legitimate rights and interests of all shareholders and ensuring the normal order and efficiency of the meeting.
(2) Attendees of the meeting:
1. China Securities Depository and Clearing Co., Ltd. will close in the afternoon of the equity registration date (December 13, 2024).
The shareholders of the company registered in the Shanghai branch of the responsible company have the right to attend the general meeting of shareholders and may entrust a proxy in writing to attend the meeting and participate in voting. The nominee does not have to be a shareholder of the company.
2. Directors, supervisors and senior managers of the company.
3. The lawyer hired by the company.
4. Other personnel.
(3) The meeting exercises the functions and powers of the general meeting of shareholders stipulated in the Company Law of the People's Republic of China and the Articles of Association.
2. Matters related to voting at the meeting
(1) Shareholders or shareholders' representatives attending the meeting shall exercise their voting rights according to the number of voting rights they hold, and each share shall enjoy one vote.
(2) A total of 7 motions were deliberated at this meeting, of which motion 2 and motion 3 belonged to special resolution motions.
That is, it must be approved by more than two-thirds of the voting rights held by shareholders or shareholders' representatives present at the general meeting of shareholders. motion
1. Motions 4, 5, 6, and 7 are ordinary resolutions. Motion 1, Motion 4, Motion 5,
Proposal 6 Separate counting of votes for small and medium-sized investors.
(3) The general meeting of shareholders adopts a combination of on-site voting and online voting.
(4) All proposals of this general meeting of shareholders shall be voted by registered vote.
1. Proposals 1, 2, 3 and 4 deliberated at this general meeting of shareholders are non-cumulative voting proposals, please mark "√" in the box of agree, oppose or abstain to express agreement, opposition or abstention. The General Meeting of Shareholders
Motions 5, 6 and 7 are cumulative votes, please fill in the number of votes in the number of votes column. Votes that are not filled, incorrect, unsigned, illegible or not cast shall be deemed to have waived the voting rights of the voter, and the voting results of the voting rights held by the voter shall be counted as "abstentions".
2. If it is necessary to recuse from relevant voting matters, please fill in the word "recusal" in the blank space of the voting result of the voting items.
(5) Shareholders who enter the meeting after the presiding officer announces the number of shareholders and proxies attending the on-site meeting, the number of voting rights held, and the proportion of the number of voting rights held in the number of voting rights of the company are not entitled to participate in on-site voting.
3. Voting statistics and confirmation of voting results
(1) The on-site meeting of the general meeting of shareholders elected 2 shareholder representatives to participate in the counting and scrutiny, and the lawyer, shareholder representatives and supervisor representatives are jointly responsible for the counting and scrutiny, and sign the voting results of the proposal. The voting results of the proposal are announced on the spot, and if the shareholders or shareholders' representatives present at the meeting have objections to the voting results of the meeting, they have the right to request a re-count immediately after the voting results are announced.
(2) The presiding officer of the meeting announces whether the bill is passed according to the voting results of the deliberation of the bill.
4. Other matters
(1) During the convening of the general meeting of shareholders, all attendees shall take the principle of safeguarding the legitimate rights and interests of shareholders and determining the normal order and efficiency of the meeting, and shall not infringe on the legitimate rights and interests of other shareholders and shall not disturb the normal order of the meeting. The company has the right to take measures to stop the acts of interfering with the general meeting of shareholders, picking quarrels and provoking troubles and infringing on the legitimate rights and interests of shareholders and report to the relevant departments for investigation and punishment in a timely manner.
(2) In order to maintain the order of the venue, all participants should not move around at will, the mobile phone should be adjusted to mute, audio recording, video recording and photography are not allowed during the meeting, and participants should leave the venue after the conference without special reasons.
(3) In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders and their agents, the company has the right to refuse other persons to enter the meeting venue except for shareholders and agents attending the meeting, directors, supervisors, secretary of the board of directors, senior management, lawyers hired by the company and other personnel invited by the company.
(4) Shareholders participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. During the general meeting of shareholders, if shareholders are ready to speak/ask questions at the general meeting of shareholders, they should register at the sign-in office in advance, raise their hands before speaking/asking questions, and only after obtaining the consent of the presiding officer of the meeting can speak/ask questions; If a shareholder temporarily requests to speak/ask questions, he or she shall first submit an oral application to the presiding officer of the meeting, and the presiding officer shall agree to do so
Statements/Questions. Shareholder speeches should be concise and concise around the topics of the meeting. In principle, each shareholder should not be allowed to speak/ask questions for more than 5 minutes. When the shareholders' meeting enters the voting procedure, shareholders are not allowed to speak/ask questions.
(5) The company hired a practicing lawyer from Shanghai Fangda Law Firm to attend the shareholders' meeting and issue a legal opinion.
(6) The general meeting of shareholders lasts for half a day, and the participating shareholders shall bear their own accommodation and transportation expenses.
Motion 1
Proposal on the renewal of the appointment of the auditor for 2024
Dear Shareholders and Shareholders' Representatives,
ArcSoft Technology Co., Ltd. (hereinafter referred to as the Company) intends to re-appoint Lixin Certified Public Accountants (Special General Partnership) (hereinafter referred to as Lixin) as the Company's financial and internal control auditor for 2024, with a one-year employment period and a total audit fee of 1.2 million yuan (including 800,000 yuan for annual report audit fees and 400,000 yuan for internal control audit), which has not changed compared with the previous year. The board of directors of the company proposed to the general meeting of shareholders to authorize the company's management to sign relevant agreement documents with Fong's letter. The basic situation of Fong's is as follows:
1. Institutional information
1. Basic information
Fong's was founded in Shanghai in 1927 by Dr. Pan Xulun, a Chinese accounting master, and was reopened in 1986 and 2010
It became the first special general partnership accounting firm in China to complete the restructuring, with its registered address in Shanghai and its chief partner being Mr. Zhu Jiandi. Fong's is a member firm of the international accounting network BDO, has been engaged in securities services business for a long time, and has a securities and futures business license before the implementation of the new securities law, has H-share audit qualifications, and has registered with the Public Company Accounting Oversight Board (PCAOB) in the United States.
As of the end of 2023, Fong's has 278 partners, 2,533 certified public accountants and practitioners
Out of a total of 10,730, 693 certified public accountants have signed audit reports on securities services business.
Fong's business revenue (audited) in 2023 will be 5.001 billion yuan, of which 3.516 billion will be audited business income
yuan, securities business income of 1.765 billion yuan.
In 2023, Fong's provided annual report audit services for 671 listed companies, with a total audit fee of 832 million
Yuan, 52 audit clients of listed companies in the same industry.
2. Investor protection ability
As of the end of 2023, Fong's has withdrawn 166 million yuan from the occupational risk fund, and the occupational insurance purchased has been cumulative
The compensation limit is 1.25 billion yuan, and the relevant professional insurance can cover the civil liability caused by audit failure.
Circumstances of civil liability in civil litigation related to professional conduct in the past three years:
Litigation (arbitration) litigation (arbitration) litigation (arbitration) litigation (arbitration) litigation (arbitration) litigation (arbitration) results
Layoffs) person event amount
Geeya Technology and Zhou Xu still have 1,000 joint and several liability, and Lixin is insured by occupational insurance
Investors Hui and Lixin reported more than 10,000 yuan in 2014, and the insurance in the lawsuit is enough to cover the amount of compensation
The pending judgments have been fulfilled
The first instance judgment of Lixin against Bao Qianli in 2016
30 December 2015 to December 2017
Bao Qianli, Northeast Securities Group, 14 December 2015 for securities misrepresentation
Investor Securities, Bank Trust Appraisal, Newspaper, 2016 800,000 yuan 15% of the debt owed to investors
Lixin and other newspapers supplement the liability for compensation, and Lixin is insured
The 1.25 billion yuan of industrial insurance is enough to cover the claims
Reimbursement amount
3. Integrity record
In the past three years, Fong's has received no criminal punishment, 1 administrative penalty, and 29 supervision and management measures for his professional conduct
1 self-regulatory measure and no disciplinary action, involving 75 employees.
2. Project information
1. Basic information
Certified Public Accountant Started working on Started in the firm Started as a Firm
Project Name Practice Time Municipal Corporation Audit Practice Time The Division provides audits
Time Service hours
Project Partner: Yao Hui, 1997, 2002, 1994, 2021
Signed CPA Lin Hao 2024 2024 2024 2024 2024
Quality Control Reviewer: Zhang Zhuhua 2009, 2010, 2010, 2021
(1) The project partner's experience in the past three years:
Name: Yao Hui
Time Listed Company Name Position
From 2021 to 2023, he was a project partner of SkyOcean New Materials (Shanghai) Technology Co., Ltd
2021-2023 Project Partner, Shanghai Yayun Textile Chemical Co., Ltd
2021-2023 Project Partner, Color News Technology Co., Ltd
2021-2023 Project Partner of Zhejiang Dingli Machinery Co., Ltd
2022-2023 Project Partner of Xiamen Ed Biomedical Technology Co., Ltd
2022-2023 Project Partner, Shanghai Toujing Life Science and Technology Co., Ltd
2022-2023 Project Partner of Juchen Semiconductor Co., Ltd
2022-2023 Project Partner of ArcSoft Technology Co., Ltd
2023 Project Partner, Hunan Boyun New Materials Co., Ltd
2023 Project Partner, Fujian Yongfu Electric Power Design Co., Ltd
2021-2023 Quality Control Reviewer of Xiangyi Rongtong Holding Group Co., Ltd
2021-2023 Quality Control Reviewer of UCD Technology Co., Ltd
2021-2022 Quality Control Reviewer of Changzhou Langbo Sealing Technology Co., Ltd
2023 Shanghai Xinju Network Information Technology Co., Ltd. Quality Control Reviewer
2023 Huayi Group Co., Ltd. Quality Control Reviewer
(2) Signing CPA's practice in the past three years:
Name: Lin Hao
Time Listed Company Name Position
2021-2023 ArcSoft Technology Co., Ltd. Site Leader
(3) The quality control reviewer's employment in the past three years:
Name: Zhuhua Zhang
Time Listed Company Name Position
2021-2022 Project Partner, Hangzhou Reddick Energy Saving Technology Co., Ltd
2021-2022 Project Partner of Mianyang Fulin Precision Co., Ltd
2021 Project Partner of Shanghai Chlor-Alkali Chemical Co., Ltd
2022 Project Partner of Shanghai Hanxun Information Technology Co., Ltd
2022-2023 Project Partner, Shanghai Jianlu Information Technology Co., Ltd
2022-2023 Suqian Liansheng Technology Co., Ltd. Project Partner
2022-2023 Project Partner of YTO Express Co., Ltd
2022-2023 Shanghai Xinlian Information Development Co., Ltd. Quality Control Reviewer
2022-2023 Quality Control Reviewer of Shanghai Aopumai Biotechnology Co., Ltd
2021-2023 Juchen Semiconductor Co., Ltd. Quality Control Reviewer
2022-2023 Quality Control Reviewer of ArcSoft Technology Co., Ltd
2. The independence and integrity of the project team members
The project partner, the signatory CPA and the quality control reviewer did not violate the independence requirements of the Code of Professional Ethics of the Chinese Certified Public Accountants.
In the past three years, the above-mentioned personnel have not been subject to criminal punishment for their professional conduct, and have not been subject to administrative punishment, supervision and management measures by the China Securities Regulatory Commission, its dispatched agencies, and industry authorities, and have not been subject to self-regulatory measures or disciplinary actions by self-regulatory organizations such as stock exchanges and industry associations.
3. Audit fees
1. The principle of pricing audit fees
The pricing is mainly based on the responsibilities of professional services and the degree of professional expertise that needs to be invested, taking into account factors such as the experience and level of the employees involved, the corresponding fee rate, and the working hours invested.
2. Year-on-year changes in audit fees
Fong's quotation on the company's audit fees in 2024 totals 1.2 million yuan (of which, the annual report audit receipt
The fee amount is 800,000 yuan and the internal control audit fee amount is 400,000 yuan), which has not changed compared with the previous year.
The board of directors proposed to the general meeting of shareholders to authorize the company's management to sign relevant agreement documents with Fong's.
This proposal has been deliberated at the 19th meeting of the second board of directors and the 18th meeting of the second board of supervisors
For details, please refer to the company's publication on the website of the Shanghai Stock Exchange on December 4, 2024
(www.sse.com.cn) Announcement on the Renewal of the Appointment of Auditors for 2024 (Announcement No. 2024-049). It is now submitted to the general meeting of shareholders for deliberation.
ArcSoft Technology Co., Ltd
December 19, 2024
Bill II
Proposal on amending the Articles of Association and handling the registration of industrial and commercial changes
Dear Shareholders and Shareholders' Representatives,
In accordance with the requirements of laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Guidelines for the Articles of Association of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and in combination with the actual operation and management needs, ArcSoft Technology Co., Ltd. (hereinafter referred to as the Company) intends to unify and improve the relevant provisions of the title in the Articles of Association, and revise some provisions of the Articles of Association accordingly. The specific revisions are as follows:
Before Revision After Revision
Chapter I: General Provisions Chapter I: General Provisions
Article 11 The other senior management personnel mentioned in this charter are:
Refers to the company's senior vice president, secretary of the board of directors, chief financial officer Article 11 The other senior management personnel mentioned in this charter are supervisors, chief executive officers, chief operating officers, and chief technology officers Refers to the company's deputy general manager, secretary of the board of directors, chief financial officer and chief marketing officer and other senior managers appointed by the board of directors (i.e., financial directors, the same below).
Member.
Chapter 5 Board of Directors Chapter 5 Board of Directors
Section 3 Board of Directors Section 3 Board of Directors
Article 118 The Board of Directors exercises the following functions and powers: Article 118 The Board of Directors exercises the following functions and powers:
(1) Responsible for convening the general meeting of shareholders and reporting to the general meeting of shareholders (1) Responsible for convening the general meeting of shareholders and reporting to the general meeting of shareholders
Job; Job;
(2) To implement the resolutions of the general meeting of shareholders; (2) To implement the resolutions of the general meeting of shareholders;
(3) Decide on the company's business plan and investment plan; (3) Decide on the company's business plan and investment plan;
(4) Formulate the company's annual financial budget plan and final accounts (4) Formulate the company's annual financial budget plan and final accounts
Table; Table;
(5) Formulate the company's profit distribution plan and make up for the loss (5) Formulate the company's profit distribution plan and make up for the loss
Table; Table;
(6) Formulating a company to increase or decrease the registered capital and issuance (6) Formulating the company to increase or decrease the registered capital and issuance
bonds or other securities and listing proposals; bonds or other securities and listing proposals;
(7) Formulating the company's major acquisition, repurchase of the company's shares or (7) Formulating the company's major acquisition, repurchase of the company's shares, or merger, division, dissolution and change of the company's form; plans for mergers, divisions, dissolutions and changes in the form of the company; (8) Decide that the company shall be subject to the provisions of subparagraphs (3), (5) and (6) of the first paragraph of Article 24 of the Articles of Association (8) and (3), (5) and (6) of the first paragraph of Article 24 of the Articles of Association
Acquisition of shares of the Company; Acquisition of shares of the Company;
(9) Within the scope of the authorization of the general meeting of shareholders, decide on the company's external investment, acquisition and sale of assets, asset mortgage, external guarantee investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted financial management, related party transactions, external donations, entrusted financial management, related party transactions, external donations, etc
Item; Item;
(10) Decide on the establishment of the company's internal management body; (10) Decide on the establishment of the company's internal management body;
(11) Appointing or dismissing the general manager and secretary of the board of directors of the company (11) Appointing or dismissing the general manager and secretary of the board of directors of the company; According to the nomination of the general manager, the appointment or dismissal of the company; According to the nomination of the general manager, the company is appointed or dismissed
Senior Vice President, Chief Financial Officer, Chief Executive Officer, Chief Vice President, Chief Financial Officer, Chief Financial Officer, and decides on their compensation and senior management rewards and punishments for the Chief Operating Officer, Chief Technology Officer and Chief Marketing Officer;
manage personnel, and decide on their remuneration and rewards and punishments; (12) Formulate the company's basic management system;
(12) Formulate the company's basic management system; (13) To formulate a plan for amending the Articles of Association;
(13) To formulate a plan for amending the Articles of Association; (14) To manage the company's information disclosure;
(14) To manage the company's information disclosure; (15) To submit to the general meeting of shareholders for hiring or replacing the company
(15) To propose to the general meeting of shareholders the appointment or replacement of the accounting firm for the company's auditor;
accounting firms; (16) Listen to the work report of the general manager of the company and inspect the general
(16) Listen to the work report of the general manager of the company and inspect the work of the general manager;
the manager's job; (17) Laws, administrative regulations, departmental rules, and this charter
(17) Other functions and powers granted by laws, administrative regulations, departmental rules, the Articles of Association or the general meeting of shareholders.
or other powers conferred by the general meeting of shareholders.
Chapter 6 General Manager and Other Senior Management Personnel Chapter 6 General Manager and Other Senior Management Personnel
Article 143 The company shall have a general manager, who shall be appointed or dismissed by the board of directors. The company has a number of senior vice presidents, who will be hired or dismissed. The company has three deputy general managers, a secretary of the board of directors, a chief financial officer, a secretary of the chief executive officer and a chief financial officer, who are appointed by the board of directors, the chief operating officer, the chief technology officer and the chief marketing officer.
and several other senior management personnel, all of whom are appointed by the board of directors or the general manager, deputy general manager, secretary of the board of directors, and finance of the company
Firing. The director is a senior manager of the company.
Article 147 The general manager shall be responsible to the board of directors and exercise Article 147 The general manager shall be responsible to the board of directors and exercise
The following powers: The following powers:
(1) Preside over the company's production and operation management and organize the work (1) Preside over the company's production and operation management and organize the work
Implement the resolutions of the board of directors and report to the board of directors; Implement the resolutions of the board of directors and report to the board of directors;
(2) Organize and implement the company's annual business plan and investors (2) Organize and implement the company's annual business plan and investors
Table; Table;
(3) Formulate a plan for the establishment of the company's internal management organization; (3) Formulate a plan for the establishment of the company's internal management organization;
(4) Formulate the basic management system of the company; (4) Formulate the basic management system of the company;
(5) Formulating specific rules and regulations of the company; (5) Formulating specific rules and regulations of the company;
(6) Propose to the board of directors to appoint or dismiss the senior vice president of the company (6) Propose to the board of directors to appoint or dismiss the company's vice president, chief financial officer, chief executive officer, chief operating officer, manager and chief financial officer;
senior management such as chief technology officers and chief marketing officers; (7) To decide on the appointment or dismissal of responsible management personnel other than those who should be appointed by the Board of Directors or (7) to decide on the appointment or dismissal of responsible management personnel other than those who should be appointed or dismissed by the Board of Directors;
the dismissal of the responsible management personnel; (8) Formulate the wages, benefits, rewards and punishments of the company's employees
(8) Formulate the wages, benefits, rewards and punishments of the company's employees, and decide on the employment and dismissal of the company's employees;
Determine the employment and dismissal of the company's employees; (9) To propose the convening of an interim meeting of the Board of Directors;
(9) To propose the convening of an interim meeting of the Board of Directors; (10) Approve foreign investment that does not meet the criteria for deliberation by the board of directors
(10) Approving matters such as foreign investment, acquisition and sale of assets, asset mortgage, entrusted wealth management, capital, acquisition and sale of assets, asset mortgage, entrusted wealth management, and related party transactions that do not meet the criteria for deliberation by the board of directors;
related party transactions and other matters; (11) Other functions and powers granted by the Articles of Association or the Board of Directors.
(11) Other functions and powers granted by the Articles of Association or the Board of Directors.
Article 152 Senior Vice President, Chief Financial Officer, Chief Financial Officer
Executive Officer, Chief Operating Officer, Chief Technology Officer and Chief Executive Officer Article 152 The deputy general manager and chief financial officer shall work under the unified leadership of the general manager and marketing officer and other senior management personnel under the unified leadership of the general manager. Deputy General Manager and Finance. The functions and powers of the Senior Vice President, Chief Financial Officer and Chief Executive Officer shall be reasonably determined by the General Manager as required by the Executive Officer, Chief Operating Officer, Chief Technology Officer and Chief Executive Officer.
The authority of senior management personnel such as sales officers shall be based on the work of the general manager
It needs to be reasonably determined.
Except for the above amendments, the other articles of the Articles of Association remain unchanged. The above changes are subject to the approval of the market supervision and administration department.
At the same time, the board of directors of the company proposed to the general meeting of shareholders to authorize the management of the company to handle the above-mentioned matters related to the amendment and filing of the articles of association.
This proposal has been deliberated and passed at the 19th meeting of the second board of directors, and the revised "Articles of Association"
It was disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 4, 2024
Please check it out. It is now submitted to the general meeting of shareholders for deliberation.
ArcSoft Technology Co., Ltd
December 19, 2024
Motion three
Proposal on amending the Rules of Procedure of the Board of Directors
Dear Shareholders and Shareholders' Representatives,
ArcSoft Technology Co., Ltd. (hereinafter referred to as the Company) intends to revise the Rules of Procedure of the Board of Directors accordingly in accordance with the requirements of laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Guidelines for the Articles of Association of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation.
This proposal has been deliberated and passed by the 19th meeting of the second board of directors, and the revised "Board of Directors Meeting
The Rules of Procedure were published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 4, 2024
Please review the disclosure. It is now submitted to the general meeting of shareholders for deliberation.
ArcSoft Technology Co., Ltd
December 19, 2024
Bill IV
Proposal on adjusting the allowance of independent directors
Dear Shareholders and Shareholders' Representatives,
ArcSoft Technology Co., Ltd. (hereinafter referred to as the Company) intends to adjust the allowance for independent directors from RMB 100,000 per year (tax included) to RMB 110,000 per year (tax included) in accordance with the Measures for the Administration of Independent Directors of Listed Companies issued by the China Securities Regulatory Commission and the Articles of Association of the Company, with reference to the economic development status of the region in which the Company is located, the actual operation and profitability of the Company, and the workload and professionalism of the Company's independent directors. The allowance standard for independent directors shall be implemented from the date of deliberation and approval of the general meeting of shareholders.
This proposal has been deliberated and passed at the 19th meeting of the second session of the board of directors, and the specific content is detailed in the "Announcement on Adjusting the Allowance of Independent Directors" (Announcement No. 2024-051) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 4, 2024. It is now submitted to the general meeting of shareholders for deliberation.
ArcSoft Technology Co., Ltd
December 19, 2024
Motion 5
Proposal on the general election of the board of directors and the election of non-independent directors of the third board of directors
Dear Shareholders and Shareholders' Representatives,
In view of the imminent expiration of the term of the second session of the board of directors of ArcSoft Technology Co., Ltd. (hereinafter referred to as the Company and ArcSoft Technology), the Company carried out the general election of the board of directors in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Articles of Association and other relevant regulations.
After the qualification review of the nomination committee of the board of directors of the company, the company held the first meeting on December 3, 2024
The 19th meeting of the second session of the board of directors deliberated and passed the "Proposal on the General Election of the Board of Directors and the Nomination of Non-independent Director Candidates for the Third Board of Directors", and the board of directors resolved to nominate Mr. Hui Deng, Mr. XiangxinBi, Mr. Wang Jin, Mr. Xu Jian, Mr. Li Gang and Mr. Kong Xiaoming as candidates for non-independent directors of the third board of directors of the company. Mr. Hui Deng, Mr. Xiangxin Bi, Mr. Wang Jin, Mr. Xu Jian, Mr. Li Gang and Mr. Kong Xiaoming have agreed in writing to accept the nomination, and undertake to truthful, accurate and complete the information disclosed by the candidates and to ensure that they will perform their duties as directors after being elected.
The qualifications of the above-mentioned non-independent director candidates meet the requirements of relevant laws, administrative regulations and normative documents on the qualifications of directors, and there are no circumstances in which they are not allowed to serve as directors of the company as stipulated in the Company Law and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, etc., and have not been punished by the China Securities Regulatory Commission and other relevant departments or punished by the exchange, and there are no other circumstances that the Shanghai Stock Exchange determines are not suitable to serve as directors of listed companies. The biographies of the aforesaid non-independent director candidates are attached.
The six non-independent directors and three independent directors elected at the general meeting of shareholders will jointly constitute the third board of directors of the company. The directors of the third board of directors of the company will take office for a term of three years from the date of deliberation and approval of the general meeting of shareholders. In order to ensure the normal operation of the board of directors of the company, the second board of directors shall still perform its duties in accordance with the relevant provisions of the Company Law and the Articles of Association before the general meeting of shareholders of the company deliberates and approves the above-mentioned re-election matters.
This proposal has been deliberated and passed at the 19th meeting of the second board of directors, and the specific content is detailed in the www.sse.com.cn company's "About the Board of Directors,
Announcement on the General Election of the Board of Supervisors (Announcement No. 2024-052). It is now submitted to the general meeting of shareholders for deliberation.
ArcSoft Technology Co., Ltd
December 19, 2024
Annex:
Curriculum vitae of candidates for non-independent directors
1. Mr. Hui Deng: Born in May 1962, American nationality. Graduated from North in 1983
Bachelor's degree in nuclear physics from Beijing University; He received his Ph.D. in Computational Physics from Washington University in St. Louis in 1991. From 1991 to 1992, he worked at the Cavendish Laboratory, University of Cambridge, UK
postdoctoral research work; From 1992 to 1994, he served as a product at Enertronics Research Inc. in the United States
Managers and engineers. He founded ArcSoft, Inc. in 1994 and is currently the Chairman and General Manager (CEO) of ArcSoft.
Mr. Hui Deng does not directly own shares in the company and is through HomeRun Capital
Management Limited controls 118,698,800 shares of the company,
Ms. Liuhong Yang, spouse of Mr. Hui Deng, through HKR Global Limited (HONG
Yang Global Co., Ltd.) controls 19,595,000 shares of the company, and the two are joint actual controllers, jointly controlling 138,293,800 shares of the company. In addition, Mr. Hui Deng indirectly holds 1,215,500 shares of the company through Arcergate Company Limited, an equity incentive platform.
As a result, Hui Deng and his spouse, Ms. Liuhong Yang, hold a total of 139,509,400 shares
Portion. Except for the foregoing, Mr. Hui Deng has no relationship with other shareholders holding more than 5% of the shares, other directors, supervisors and senior management. Mr. Hui Deng does not have any circumstances that prohibit him from serving as a director of the company as stipulated in the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a director of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
2. Mr. Xiangxin Bi, born in November 1962, American nationality, graduated in September 1992
Ph.D. from the University of Kentucky. From September 1992 to September 1994, he worked at the Massachusetts Institute of Technology
postdoctoral research work; From September 1994 to September 1996, he served as the director of research and development at ICMR Corporation in the United States;
From September 1996 to January 2003, he served as a member of Nano Gram Corporation and Nano Gram Devices
Co-founder and Vice President of R&D at Corporation and Neophotonics Corporation. In 2003
He joined ArcSoft, Inc. in January and is currently a Director, Senior Vice President and Chief Operating Officer of ArcSoft Technology.
Mr. Xiangxin Bi does not directly own shares in the Company and is through Arcergate Company Limited
(Hongyu Co., Ltd.) indirectly holds 5,334,200 shares of the company; There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Mr. Xiangxin Bi does not have any circumstances that prohibit him from serving as a director of the Company as stipulated in the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a director of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
3. Mr. Wang Jin: born in July 1971, Chinese nationality, no right of permanent residence abroad, June 2003
He graduated from the State Key Laboratory of CAD&CG of Zhejiang University with a Ph.D. degree. In June 2003, he joined Arcsoft (Hangzhou).
Multimedia Information Technology Co., Ltd. (the predecessor of ArcSoft Technology), successively served as senior software engineer, technical director and vice president; He is currently a Director, Senior Vice President and Chief Technology Officer of ArcSoft Technology.
Mr. Wang Jin does not directly hold shares of the Company, but indirectly holds 8,238,800 shares of the Company through Hangzhou Hongli Investment Management Partnership (Limited Partnership) and Hangzhou Hongli Investment Management Partnership (Limited Partnership); There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Mr. Wang Jin is not prohibited from serving as a director of the Company under the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a director of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
4. Mr. Xu Jian, born in July 1978, Chinese nationality, no right of permanent residence abroad, July 2001
He graduated from Zhejiang University with a bachelor's degree. From July 2001 to April 2002, he served as Wistron Information Communication (Shanghai)
Software Engineer Ltd. In April 2002, he joined ArcSoft (Hangzhou) Multimedia Information Technology Co., Ltd. (the predecessor of ArcSoft Technology) and successively served as software engineer, technical director and vice president. He is currently a Director, Senior Vice President and Chief Marketing Officer of ArcSoft Technology.
Mr. Xu Jian does not directly hold shares of the company, and he does so through Hangzhou Hongren Investment Management Partnership (Co., Ltd.).
and Hangzhou Hongli Investment Management Partnership (Limited Partnership) indirectly hold 3,701,800 shares of the company; There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Mr. Xu Jian is not prohibited from serving as a director of the Company as stipulated in the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a director of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
5. Mr. Li Gang: born in February 1957, Chinese nationality, no right of permanent residence abroad, August 1982
He graduated from Beijing University of Technology with a bachelor's degree. From 1982 to 1990, he worked at Beijing Automobile Factory;
From 1990 to 2015, he served as the Director of the Machinery and Equipment Division of the Industrial Coordination Department of the National Development and Reform Commission; October 2015 to
Today, he is the managing director of SDIC Innovation Investment Management Co., Ltd.; Served from September 2017 to September 2024
Director of BAIC Motor Group Co., Ltd.; Since March 2023, he has served as a director of Zhejiang Sodium Innovation Energy Co., Ltd. He is currently a director of ArcSoft Technology.
Mr. Li Gang does not directly or indirectly hold shares in the Company; There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Mr. Li Gang does not have any circumstances that prohibit him from serving as a director of the Company as stipulated in the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a director of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
6. Mr. Kong Xiaoming: born in December 1980, Chinese nationality, no right of permanent residence abroad, graduated
He holds a master's degree from the Department of Radio Engineering, Southeast University. He has worked in Philips Semiconductor Co., Ltd., Huatai Securities Research Institute, Huashan UBP Fund, and is currently a partner of Chenyi Fund Management (Beijing) Co., Ltd. and a director of ArcSoft Technology.
Mr. Kong Xiaoming does not directly hold shares of the Company, but indirectly holds 180,900 shares of the Company through Nanjing Related Emerging Industry Investment Fund Partnership (Limited Partnership); and shareholders who hold more than 5% of the company's shares
There is no related relationship between the international controller and other directors, supervisors and senior management; Mr. Kong Xiaoming is not prohibited from serving as a director of the Company under the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a director of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
Bill 6
Proposal on the general election of the board of directors and the election of independent directors of the third board of directors
Dear Shareholders and Shareholders' Representatives,
In view of the imminent expiration of the term of the second session of the board of directors of ArcSoft Technology Co., Ltd. (hereinafter referred to as the Company and ArcSoft Technology), the Company carried out the general election of the board of directors in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Articles of Association and other relevant regulations.
After the qualification review of the nomination committee of the board of directors of the company, the company held the first meeting on December 3, 2024
The 19th meeting of the second session of the board of directors deliberated and passed the "Proposal on the General Election of the Board of Directors and the Nomination of Independent Director Candidates for the Third Board of Directors", and the board of directors resolved to nominate Mr. Wang Zhan, Mr. Ge Yunsong and Mr. Zhu Kai as candidates for independent directors of the third board of directors of the company, of which Mr. Zhu Kai is an accounting professional. Mr. Wang Zhan, Mr. Ge Yunsong and Mr. Zhu Kai have agreed in writing to accept the nomination, promising that the information of the candidates publicly disclosed is true, accurate and complete, and that they will earnestly perform their duties as directors after being elected.
The qualifications of the above-mentioned independent director candidates meet the requirements of relevant laws, administrative regulations and normative documents on the qualifications of directors, and there are no circumstances in which they are not prohibited from serving as directors of the company as stipulated in the Company Law and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, etc., and have not been punished by the China Securities Regulatory Commission and other relevant departments or disciplined by the exchange, and there are no other circumstances that the Shanghai Stock Exchange determines are not suitable to serve as directors of listed companies. In addition, the educational background, work experience and professional experience of the independent director candidates are all qualified to serve as independent directors, and meet the relevant requirements for the qualifications and independence of independent directors in the Measures for the Administration of Independent Directors of Listed Companies and the Company's Working System for Independent Directors. Among the above-mentioned independent director candidates, Mr. Wang Zhan and Mr. Zhu Kai have obtained independent director qualification certificates, and Mr. Ge Yunsong has completed the course of the Shanghai Stock Exchange's independent director performance learning platform for independent directors in Shanghai. The qualifications of the company's independent director candidates have been reviewed and approved by the Shanghai Stock Exchange without objection. The biographies of the aforesaid independent director candidates are attached.
The six non-independent directors and three independent directors elected at the general meeting of shareholders will jointly constitute the third board of directors of the company. The directors of the third board of directors of the company will take office from the date of deliberation and approval of the general meeting of shareholders for a term of three years
Year. In order to ensure the normal operation of the board of directors of the company, the second board of directors shall still perform its duties in accordance with the relevant provisions of the Company Law and the Articles of Association before the general meeting of shareholders of the company deliberates and approves the above-mentioned re-election matters.
This proposal has been deliberated and approved at the 19th meeting of the second session of the board of directors, and the specific content is detailed in the company's announcement on the general election of the board of directors and the board of supervisors (announcement number: P.2024-052) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 4, 2024. It is now submitted to the general meeting of shareholders for deliberation.
ArcSoft Technology Co., Ltd
December 19, 2024
Annex:
Curriculum vitae of candidates for independent directorship
1. Mr. Wang Zhan: born in November 1964, Chinese nationality, no right of permanent residence abroad, Shanghai Finance
Master's degree, EMBA from China Europe International Business School. From January 1990 to November 1995, he served as DuPont (center).
Chief Financial Officer of Guo) Investment Co., Ltd.; From December 1995 to January 2010, he served as an Aptiv/Delphi faction
General Manager of Gram Electric Systems Co., Ltd. China; February 2010 to April 2012, Eaton (China)
General Manager of China Vehicle Group Investment Co., Ltd.; From April 2012 to October 2020, he served as Appoforan
President of the Asia Pacific Region of Quanhe Electronics Division, and Chairman of Aptiv (China) Technology R&D Center Co., Ltd.;
From December 2017 to December 2023, he served as an independent director of Beijing Yinghantong Network Technology Co., Ltd.;
Since March 2021, he has been a partner of Suzhou Jiayuan Fengyi Investment Management Co., Ltd.; From December 2020 to present,
He served as an independent director of Shenzhen Shunluo Electronics Co., Ltd.; Since January 2022, he has served as an independent director of ArcSoft Technology.
Mr. Wang Zhan does not directly or indirectly hold shares in the Company; There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Mr. Wang Zhan does not have any circumstances that prohibit him from serving as a director of the Company as stipulated in the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a director of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
2. Mr. Ge Yunsong: born in November 1970, Chinese nationality, no right of permanent residence abroad, 2002
He graduated from Peking University with a Ph.D. degree. Since 1995, he has been teaching at Peking University Law School as a lecturer, associate professor and professor.
Mr. Ge Yunsong does not directly or indirectly hold shares in the Company; There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Mr. Ge Yunsong is not prohibited from serving as a director of the Company under the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a director of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no cause
The suspected crime has been filed and investigated by the judicial authorities or the suspected violations of laws and regulations have been filed and inspected by the China Securities Regulatory Commission for which there has not been a clear conclusion; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
3. Mr. Zhu Kai: born in March 1974, Chinese nationality, no right of permanent residence abroad, member of the Communist Party of China,
Ph.D. in Accounting. He is currently the deputy dean and professor of the Graduate School of Shanghai University of Finance and Economics. June 1999 in Nanjing
He graduated with a master's degree in accounting and worked as an accountant at the Business School of Nanjing University from July 1999 to January 2001
Lecturer of the Department, graduated from Shanghai University of Finance and Economics with a Ph.D. degree in accounting from March 2001 to March 2004
Since April 2004, he has been a professor at the School of Accountancy of Shanghai University of Finance and Economics from February 2016 to September 2023
He is the deputy dean of the School of Accounting, Shanghai University of Finance and Economics. He is also an independent non-executive director of Orient Securities Co., Ltd.
Mr. Zhu Kai does not directly or indirectly hold shares in the Company; There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Mr. Zhu Kai does not have any circumstances that prohibit him from serving as a director of the Company as stipulated in the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a director of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
Bill VII
Proposal on the general election of the board of supervisors and the election of shareholder representative supervisors of the third board of supervisors
Dear Shareholders and Shareholders' Representatives,
In view of the imminent expiration of the term of the second session of the Board of Supervisors of ArcSoft Technology Co., Ltd. (hereinafter referred to as the Company and ArcSoft Technology), the Company carried out the general election of the Board of Supervisors in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, 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 regulations.
At the 18th meeting of the second board of supervisors held on December 3, 2024, the company deliberated and approved the "Guan
In the general election of the board of supervisors and the proposal to nominate candidates for shareholder representative supervisors of the third board of supervisors, the board of supervisors resolved to nominate Ms. Liu Xiaoqian and Mr. Liu Weiguang as candidates for shareholder representative supervisors of the third board of supervisors of the company. Ms. Liu Xiaoqian and Mr. Liu Weiguang have agreed in writing to accept the nomination, and promise that the information of the candidates disclosed publicly is true, accurate and complete, and that they will earnestly perform their duties as supervisors after being elected.
The qualifications of the above-mentioned shareholder representative supervisor candidates meet the requirements of relevant laws, administrative regulations and normative documents on the qualifications of supervisors, and there are no circumstances in which they are not allowed to serve as supervisors of the company as stipulated in the Company Law and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, etc., and have not been punished by the China Securities Regulatory Commission and other relevant departments or punished by the exchange, and there are no other circumstances that the Shanghai Stock Exchange determines are not suitable to serve as supervisors of listed companies. The resumes of the above-mentioned candidates for shareholder representative supervisors are attached.
The two shareholder representative supervisors elected at the general meeting of shareholders and Mr. Yao Qing, an employee representative supervisor elected by the company's employee representative congress, will form the third board of supervisors of the company. The supervisors of the third board of supervisors of the company will take office for a term of three years from the date of deliberation and approval of the company's general meeting of shareholders. In order to ensure the normal operation of the board of supervisors of the company, the second board of supervisors shall still perform its duties in accordance with the relevant provisions of the Company Law and the Articles of Association before the general meeting of shareholders of the company deliberates and approves the above-mentioned re-election matters.
This proposal has been deliberated and passed at the 18th meeting of the second board of supervisors, and the specific content is detailed in the company's announcement on the general election of the board of directors and the board of supervisors (Announcement No. 2024-052) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 4, 2024. It is now submitted to the general meeting of shareholders for deliberation.
ArcSoft Technology Co., Ltd
December 19, 2024
Annex:
Curriculum vitae of candidates for shareholder representative supervisors
1. Ms. Liu Xiaoqian: born in November 1992, Chinese nationality, no right of permanent residence abroad, 2015
He graduated from the College of Arts and Sciences of Hubei Normal University with a bachelor's degree. August 2015 to February 2016 in Hangzhou
Qihuang Information Technology Co., Ltd. is engaged in compliance work; From March 2016 to July 2017, he served as Zhejiang Flush
Legal counsel of Shun Fund Sales Co., Ltd.; From January 2019 to March 2020, he served as the director of Hongrun (Hangzhou) Technology
Limited to the general manager of the company. He joined ArcSoft in April 2020 and is currently the Chairman of the Supervisory Board and Legal Counsel of ArcSoft.
Ms. Liu Xiaoqian does not directly or indirectly hold shares of the Company; There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Ms. Liu Xiaoqian does not have the circumstances that prohibit her from serving as a supervisor of the Company as stipulated in the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a supervisor of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission for investigation and no clear conclusion has not been reached; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
2. Mr. Liu Weiguang: born in January 1980, Chinese nationality, no right of permanent residence abroad, bachelor's degree
He graduated from Hangzhou Radio and Television University in July 2002 and Hangzhou University of Electronic Science and Technology in July 2009
Learn. From July 2002 to June 2017, he worked in Hongrun (Hangzhou) Technology Co., Ltd. and successively served as website operator
Maintenance Engineer, Network Engineer, Software Configuration Manager, Network Information Department Manager. Joined July 2017
ArcSoft Technology has served as the manager of the network information department from July 2017 to April 2021 and has served since April 2021
Director of ArcSoft Technology Performance Center.
Mr. Liu Weiguang does not directly hold shares of the Company, but indirectly holds 105,300 shares of the Company through Hangzhou Hongxing Investment Management Partnership (Limited Partnership); There is no relationship with the shareholders, actual controllers, and other directors, supervisors and senior managers of the company holding more than 5% of the company's shares; Mr. Liu Weiguang is not prohibited from serving as a supervisor of the Company as stipulated in the Company Law and other relevant laws and regulations; There is no situation that has been determined by the China Securities Regulatory Commission to be a person prohibited from entering the market and is still in the prohibition period; There is no circumstance that the stock exchange publicly determines that it is not suitable to serve as a supervisor of a listed company; Have not been subject to administrative penalties by the China Securities Regulatory Commission in the past 36 months; has not been publicly reprimanded by the stock exchange or criticized by the stock exchange more than three times in the past 36 months; There is no case for investigation by the judicial authorities for suspected crimes or for suspected violations of laws and regulations by the China Securities Regulatory Commission, and there is no clear conclusion
Situation; It is not a judgment defaulter. Meet the requirements of relevant laws, regulations and normative documents such as the Company Law.
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