Securities code: 688012 Securities abbreviation: China Micro Corporation Announcement No.: 2024-074
China Micro Semiconductor Equipment (Shanghai) Co., Ltd
Announcement on the general election of the board of directors and the board of supervisors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
The term of the second board of directors and the second board of supervisors of AMEC Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") expired. In accordance with 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, and other laws, regulations, as well as the Articles of Association and other relevant provisions, the company has carried out the general election of the board of directors and the board of supervisors, and the general election of the board of directors and the board of supervisors is hereby announced as follows:
1. General election of the board of directors
On December 27, 2024, the 27th meeting of the second board of directors of the company deliberated and approved the "About
<公司章程>Amendment to the Bill", in which Article 121 of the amended Articles of Association stipulates: "Directors
The Board of Directors consists of 9 people, including 3 independent directors. The Board of Directors shall have one chairman. "This bill still needs to be mentioned
Submitted to the general meeting of shareholders of the company for deliberation. The board of directors clarified that under the premise that the Articles of Association of the Company were deliberated and approved by the general meeting of shareholders, the third board of directors of the company is composed of 6 non-independent directors and 3 independent directors.
The company held the 27th meeting of the second board of directors on December 27, 2024, which was deliberated and approved
The "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" and the "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", after the qualification review by the Nomination Committee of the Board of Directors of the Company, the Board of Directors of the Company agreed to nominate Mr. Yin Zhiyao, Mr. Zhu Min, Mr. Li Xin, Mr. Yang Zhuo, Mr. Cong Hai and Mr. Tao Heng as candidates for non-independent directors of the third board of directors of the Company (see the attachment for details). Mr. Sun Zheng is a candidate for independent director of the third board of directors of the Company (please refer to the attachment for details of his resume).
Mr. Zhang Yu and Mr. Sun Zheng, candidates for independent directors, have participated in the training and obtained relevant training certification materials recognized by the stock exchange; Ms. Xu Ping, an independent director candidate, has not completed the independent director training and is committed to this one
After the nomination, complete the relevant training for independent directors held by the Shanghai Stock Exchange as soon as possible. Among them, Mr. Sun Zheng is an accounting professional. The company's independent director candidates have been approved by the Shanghai Stock Exchange without objection.
The Company will convene the first extraordinary general meeting of shareholders in 2025 to consider the re-election of the Board of Directors, in which the election of non-independent directors and independent directors will be conducted by cumulative voting system respectively. The directors of the third board of directors of the company shall take office for a term of three years from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2025.
2. The general election of the board of supervisors
The company held the 24th meeting of the second board of supervisors on December 27, 2024, which was deliberated and approved
The "Proposal on the General Election of the Board of Supervisors of the Company and the Election of Non-employee Representative Supervisors of the Third Board of Supervisors" agreed to nominate Ms. Zou Fei and Mr. Huang Chen as candidates for non-employee representative supervisors of the third board of supervisors of the Company (see the attachment for details) and submitted them to the first extraordinary general meeting of shareholders of the company in 2025 for deliberation. The above-mentioned non-employee representative supervisors will form the third board of supervisors of the company together with an employee representative supervisor elected by the company's employee representative congress. The non-employee representative supervisors of the third board of supervisors are elected by cumulative voting system and will take office for a term of three years from the date of deliberation and approval of the company's first extraordinary general meeting of shareholders in 2025.
3. Other notes
The qualifications of the above-mentioned candidates for directors and supervisors are in line with the qualifications of directors and supervisors in relevant laws, regulations, departmental rules and normative documents, and there is no circumstance that they are not allowed to serve as directors or supervisors of the company as stipulated in the Company Law, the Measures for the Administration of Independent Directors of Listed Companies, 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; Candidates for directors and supervisors have not been punished by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") or other relevant departments or disciplined by the Shanghai Stock Exchange, and have not been investigated by the judicial authorities for suspected crimes or investigated by the CSRC for suspected violations of laws and regulations, nor are they judgment defaulters. In addition, the educational background and work 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.
In order to ensure the normal operation of the board of directors and the board of supervisors of the company, the second board of directors and the board of supervisors shall still perform their duties in accordance with the relevant provisions of the Company Law and the Articles of Association before the first extraordinary general meeting of shareholders of the company in 2025 deliberates and approves the above-mentioned re-election matters.
The members of the second board of directors and the board of supervisors of the company were diligent and conscientious during their tenure to promote the standardized operation of the company
The company would like to express its heartfelt thanks to all members of the second board of directors and the board of supervisors for their contributions to the development of the company during their tenure!
The announcement is hereby made.
Board of Directors of AMEC Semiconductor Equipment (Shanghai) Co., Ltd
December 28, 2024
Attached CV:
Curriculum vitae of candidates for non-independent directors
Mr. Yin Zhiyao, born in 1944, holds a bachelor's degree from the University of Science and Technology of China and a Ph.D. from the University of California, Los Angeles. From 1984 to 1986, he worked as a process engineer in the Technology Development Department at Intel Center. From 1986 to 1991, he worked at Lam Research Semiconductor as a senior engineer in the R&D department and a senior manager in the R&D department. From 1991 to 2004, he worked at Applied Materials, successively serving as the Chief Technology Officer of the Plasma Etching Equipment Product Division, the Vice President of the Head Office, the General Manager of the Plasma Etching Business Group, and the Chief Technology Officer of the Asia Headquarters. Since 2004, he has served as the chairman and general manager of AMEC. As of the disclosure date of the announcement, Mr. Yin Zhiyao directly held 4,329,436 shares of the Company and had not been subject to any penalties from the China Securities Regulatory Commission and the stock exchange.
Mr. Zhu Min, born in 1973, holds a bachelor's degree from East China University of Political Science and Law and a master's degree from East China Normal University. From 1995 to 1999, he served as the legal counsel and secretary of the Youth League Committee of Shanghai Jinqiao (Group) Co., Ltd.; From 1999 to 2003, he successively served as Deputy Director and Director of the Information Department of Shanghai Operator Qualification Evaluation Center. From 2003 to 2007, he successively served as the principal staff member of the Enterprise Reform Department of Shanghai SASAC and the chief staff member of the Office of Shanghai SASAC. From 2007 to 2010, he served as the Deputy Director of the Office of the State-owned Assets Supervision and Administration Commission of Shanghai Municipality and the Deputy Director of the State-owned Assets Supervision and Administration Commission of Shigatse Prefecture in Tibet. From 2010 to 2014, he successively served as Deputy Director of the Office of Shanghai SASAC, Director of the Management Office of Units Directly under Shanghai SASAC, and Deputy Secretary of the Party Committee of Units Directly under Shanghai SASAC. Since 2014, he has successively served as Deputy General Manager, Deputy Secretary of the Party Committee and President of Shanghai Science and Technology Venture Capital (Group) Co., Ltd., and Director of Science and Technology Innovation of Shanghai State-owned Capital Investment Co., Ltd. He is currently a director of AMEC. As of the disclosure date of the announcement, Mr. Zhu Min did not directly hold shares of the Company and had not been subject to any penalties from the China Securities Regulatory Commission and the stock exchange.
Mr. Li Xin, born in 1980, holds a master's degree, and has served as executive director and general manager of Shanghai Yiguang Electronic Technology Co., Ltd., deputy general manager and secretary of the Party Committee of Shanghai Guangdian Electronics Co., Ltd., deputy general manager and secretary of the Party Committee of Shanghai Suoguang Electronics Co., Ltd., general manager and deputy chief economist of the strategic planning department of Shanghai INESA Holding (Group) Co., Ltd., and vice president of Shanghai INESA (Group) Co., Ltd. Since October 2024, he has been the Vice President of Shanghai State-owned Capital Investment Co., Ltd. As of the disclosure date of the announcement, Mr. Li Xin did not directly hold shares of the Company and had not been punished by the China Securities Regulatory Commission and the stock exchange.
Mr. Yang Zhuo, born in 1986, holds a master's degree and is a senior economist, joined China Development Bank Shenzhen Branch in 2009 and has served as the deputy director of the evaluation department and the director of the fifth customer division. In 2023, he will join Huaxin Investment Management
limited liability company, as the general manager of the third investment department; From 2024 to the present, he has served as the general manager of the fifth investment department of Huaxin Investment Management Co., Ltd. He is currently a director of AMEC. As of the disclosure date of the announcement, Mr. Yang Zhuo did not directly hold shares of the Company and had not been subject to any penalties from the China Securities Regulatory Commission and the stock exchange.
Mr Cong Hai, born in 1967, is a master's student at the National University of Singapore. From 1995 to 2002, Dan
Chartered Senior Engineer of Semiconductor Etching in Singapore; From 2002 to 2003, he served as TSMC Overseas
Senior engineer of etching factory; From 2003 to 2018, he served as the R&D department of GlobalFoundries in Singapore
Technical Director of Engraving Department; Since 2018, he has served as the Group Vice President and General Manager of the Etching and Epitaxial Products Department of AMEC. He is currently the director and deputy general manager of AMEC. As of the disclosure date of the announcement, Mr. Cong Hai did not directly hold shares of the Company and had not been subject to any penalties from the China Securities Regulatory Commission and the stock exchange.
Mr. Tao Heng, born in 1975, is a master's degree candidate of Shanghai Jiao Tong University. From 1997 to 2002, he served
Mechanical engineer of Wuhan University of Technology; From 2002 to 2003, he served as a mechanical engineer at Jierui Pneumatic Equipment (Shanghai) Co., Ltd.; From 2003 to 2005, he worked as a mechanical engineer at Jingji Electromechanical (Shanghai) Co., Ltd. Since 2005, he has successively served as Executive Director, Vice President, Group Vice President, General Manager of LPCVD Product Department and Public Platform Engineering Department, General Manager of CVD Product Department and Public Works Department. He is currently the director and deputy general manager of AMEC. As of the disclosure date of the announcement, Mr. Tao Heng did not directly hold shares of the Company and had not been subject to any penalties from the China Securities Regulatory Commission and the stock exchange.
Curriculum vitae of candidates for independent directorship
Mr. Zhang Yu, born in 1972, holds a master's degree from the University of Hawaii. From 2008 to 2010, he served
Global General Manager, NXP Set-Top Box Business Unit; From 2010 to 2013, he served as the global vice president and middle of PMCS
President of the National Region; From 2013 to 2014, he served as an executive director of CCB Investment. From 2016 to 2023, Ren Hua
Managing Partner of Deng Investment Consulting (Beijing) Co., Ltd.; Since 2024, he has been the managing partner of Shanghai Walden Hi-Tech Private Equity Fund Management Co., Ltd. He is currently an independent director of AMEC. As of the disclosure date of the announcement, Mr. Zhang Yu does not directly hold shares of the Company and has not been subject to any penalties from the China Securities Regulatory Commission and the stock exchange.
Ms. Xu Ping, born in 1969, holds a bachelor's degree in law from Peking University and a master's degree in law from Fudan University. 2003 to
In 2022, he served as a partner of Tian Yuan Law Firm, mainly engaged in securities, corporate mergers and acquisitions, asset restructuring and overseas financing. From 2016 to 2019, he served as a member of the 6th M&A and Restructuring Review Committee of the China Securities Regulatory Commission; Since 2023, he has served as a partner of Han Kun Law Offices (the main person in charge of domestic securities business). As of the disclosure date of the announcement, Ms. Xu Ping did not directly hold shares of the Company and had not been subject to any penalties from the China Securities Regulatory Commission and the stock exchange.
Mr. Sun Zheng, born in 1957, holds a Ph.D. in Economics (Accounting). He used to be the chairman of the Academic Committee, Vice President and Dean of the Business School of Shanghai University of Finance and Economics, a member of the China Accounting Standards Committee of the Ministry of Finance, the vice president of the Accounting Society of China, and a member of the Listing Committee of the Shanghai Stock Exchange. He is currently a senior professor at Shanghai University of Finance and Economics, a senior member (non-practicing member) of the Chinese Institute of Certified Public Accountants, and a senior certified public accountant and honorary member (FCPA) of the Institute of Certified Public Accountants Australia (CPAAustralia). As of the disclosure date of the announcement, Mr. Sun Zheng did not directly hold shares of the Company and had not been subject to any penalties from the China Securities Regulatory Commission and the stock exchange.
Curriculum vitae of candidates for non-employee representative supervisors
Ms. Zou Fei, born in 1985, holds a bachelor's degree from Peking University. From 2008 to 2013, he served as China International Finance Officer
Senior Manager of Investment Banking Department of Limited Company; From 2013 to 2015, he served as the manager of China Development Bank Investment Development Fund Management (Beijing) Co., Ltd.; From 2015 to 2021, he successively served as Senior Manager of the Risk Management Department, Deputy General Manager of the Risk and Legal Compliance Department, and Deputy General Manager of the Investment Management Department of China Development Bank Capital Co., Ltd. Since 2021, he has served as the deputy general manager of the risk management department and the deputy general manager of the investment management department of Huaxin Investment Management Co., Ltd. He is currently the Chairman of the Board of Supervisors of AMEC. As of the disclosure date of the announcement, Ms. Zou Fei did not directly hold shares of the Company and had not been subject to any penalties from the China Securities Regulatory Commission and the stock exchange.
Mr. Huang Chen, born in 1991, holds a master's degree in East Asian Development Studies and a master's degree in business administration. 2014
From 2015 to 2015, he served as an assistant in the strategy department of Shanghai Pudong Financing Guarantee Co., Ltd.; He served from 2015 to 2016
Risk Control Manager of Haipu Pudong Financing Guarantee Co., Ltd.; From 2016 to 2020, he successively served as the manager of the strategic planning and information department, the investment manager of the second investment department, the assistant to the general manager of the second investment department and the assistant to the general manager of the first investment department of Shanghai Pudong Science and Technology Group Co., Ltd.; From 2020 to 2022, he served as the deputy general manager of the first investment department of Shanghai Pudong Science and Technology Group Co., Ltd.; From 2022 to 2024, he served as the deputy general manager of the project investment department of Shanghai Science and Technology Venture Capital (Group) Co., Ltd.; Since 2024, he has served as the general manager of the investment department of Shanghai Pudong Science and Technology Group Co., Ltd. He is currently a supervisor of AMEC. As of the disclosure date of the announcement, Mr. Huang Chen does not directly hold shares of the Company and has not been subject to any penalties from the China Securities Regulatory Commission and the stock exchange.
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