Securities code: 688368 Securities abbreviation: Jingfeng Mingyuan Announcement No.: 2025-022
Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd
Announcement of Resolutions of the 2024 Annual General Meeting of Shareholders
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 the announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Is there a rejected resolution at this meeting: None
1. Convening and attendance of meetings
(1) Time of the General Meeting of Shareholders: April 1, 2025
(2) Place of the General Meeting of Shareholders: No. 3, Lane 5005, Shenjiang Road, China (Shanghai) Pilot Free Trade Zone
The first conference room of Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. on the 9th floor
(3) Shareholders of ordinary shares, shareholders with special voting rights, shareholders of preferred shares with restored voting rights and the number of voting rights held by them attending the meeting:
1. The number of shareholders and proxies attending the meeting 80
Number of common shareholders 80
2. The number of voting rights held by shareholders attending the meeting is 60,210,246
The number of voting rights held by ordinary shareholders is 60,210,246
3. The number of voting rights held by shareholders attending the meeting accounts for the number of voting rights of the company
69.2765
Proportion (%)
The ratio of the number of voting rights held by ordinary shareholders to the number of voting rights of the company
69.2765
(%)
(4) Whether the voting method complies with the provisions of the Company Law and the articles of association of the company, and whether the meeting is presided over. 1. The voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting.
2. Convening and presiding: The meeting was convened by the board of directors of the company and presided over by Mr. Hu Liqiang, chairman of the company.
The convening and convening procedures of this meeting, as well as the voting methods and voting procedures are in accordance with the provisions of the Company Law and the Articles of Association, and the meeting is legal and valid.
(5) Attendance of the company's directors, supervisors and secretary of the board of directors
1. There are 7 directors in the company and 7 people in attendance;
2. There are 3 supervisors in the company, 2 of whom attended, and Ms. Zhong Lining, the supervisor, did not attend the meeting due to work reasons
Perform leave formalities with the company;
3. Ms. Zhang Yimeng, secretary of the board of directors, attended the meeting; Ms. Xu Wen, the head of finance, attended the meeting.
2. Deliberation of the bill
(1) Non-cumulative voting motions
1. Name of the proposal: "Proposal on the > and Summary of the < 2024 Annual Report"
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,181,946 99.9529 5,723 0.0095 22,577 0.0376
2. Name of the proposal: "Proposal on < 2024 Annual Report on the Work of the Board of Directors>
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,186,332 99.9602 7,352 0.0122 16,562 0.0276
3. Name of the proposal: "Proposal on < 2024 Work Report of the Board of Supervisors>
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,181,746 99.9526 11,938 0.0198 16,562 0.0276
4. Name of the proposal: "Proposal on < 2024 Annual Financial Accounts Report >"
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,186,332 99.9602 7,352 0.0122 16,562 0.0276
5. Name of the proposal: "Proposal on the Company's 2024 Profit Distribution Plan"
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,178,347 99.9470 10,049 0.0166 21,850 0.0364
6. Name of the proposal: "Proposal on the Renewal of the Appointment of an Accounting Firm"
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,185,098 99.9582 7,352 0.0122 17,796 0.0296
7. Name of the proposal: "Proposal on the 2025 Annual Remuneration Plan of the Company's Directors"
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,172,861 99.9379 14,101 0.0234 23,284 0.0387
8. Name of the proposal: "Proposal on the 2025 Annual Remuneration Plan of the Company's Supervisors"
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,174,124 99.9400 12,638 0.0209 23,484 0.0391
9. Name of the proposal: "Proposal on Adjusting the Source of Shares of Part of the Restricted Stock Incentive Plan"
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,177,847 99.9461 14,803 0.0245 17,596 0.0294
10. Name of the proposal: "Proposal on Amendment<公司章程>"
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,184,598 99.9574 8,052 0.0133 17,596 0.0293
11. Name of the proposal: "Proposal on Using Own Funds to Acquire the Remaining Equity of Minority Shareholders of the Holding Subsidiary"
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,184,598 99.9574 7,852 0.0130 17,796 0.0296
(2) Voting on cash dividends
Agree Oppose Abstain
Shareholder segmentation Number of votes Proportion Proportion of votes Proportion of votes Proportion of votes
(%) (%) (%)
More than 5% shareholding 54,409,378 100.0000 0 0.0000 0 0.0000
Common Shareholders
1%-5% 2,980,418 100.0000 0 0.0000 0.0000 0.0000
Shareholders
Shareholding below 1% 2,788,551 98.869010,049 0.3562 21,850 0.7748
Common Shareholders
Of which: Market Cap 50
Common shares below 10,000 274,657 97.4009 4,034 1.4305 3,295 1.1686
shareholder
Market capitalization 500,000 to 2,513,894 99.0320 6,015 0.2369 18,555 0.7311
common shareholders
(3) When major matters are involved, the voting situation of shareholders below 5% shall be explained
Motions Agree Oppose Abstain
Serial number Name of the proposal Number of votes Proportion Number of votes Proportion of votes Proportional number of votes
(%) (%) (%)
5 About the Company 5,586 99.432 10,04 0.1788 21,85 0.3890
2024 annual profit ,969 2 9 0
Proposal for the distribution plan
Case》
6 About the re-appointment meeting 5,593 99.552 7,352 0.1308 17,79 0.3168
Accounting firm, 720 4 6
Motion》
7 About the company's directors 5,581 99.334 14,10 0.2509 23,28 0.4145
2025 Annual Salary, 483 6 1 4
remuneration proposals
Case》
9 About the Adjustment Department 5,586 99.423 14,80 0.2634 17,59 0.3133
Divided restricted stocks, 469 3 3 6
Incentive plan stock
Sources of motion》
11 About the use of 5,593 99.543 7,852 0.1397 17,79 0.3168
There are funds to acquire control, 220 5 6
A small number of equity companies
Residual shareholding of shareholders
The Motions》
(4) An explanation of the relevant circumstances regarding the voting on the bill
1. Proposals 9 and 10 of the general meeting of shareholders are special resolutions, which have been voted by more than two-thirds of the total number of valid voting shares held by shareholders or shareholders' representatives attending the general meeting of shareholders; Other motions
It is an ordinary resolution, which has been voted by more than one-half of the total number of valid voting shares held by shareholders or shareholders' representatives attending the general meeting of shareholders.
2. Proposals 5, 6, 7, 9 and 11 of the general meeting of shareholders were carried out for small and medium-sized investors
Votes are counted separately.
3. Lawyer's witness
1. The law firm witnessed by the shareholders' meeting: Grandall Law Firm (Hangzhou).
Lawyers: Pan Tianyu, Zhong Weiqing
2. The lawyer witnesses the concluding comments:
The lawyers of the firm believe that the convening and convening procedures of the general meeting of shareholders of Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd., the qualifications of the persons attending the general meeting of shareholders, the qualifications of the convener, the voting procedures and voting results of the meeting are in accordance with the provisions of the Company Law, the Rules of the General Meeting of Shareholders, the Code of Governance, the Listing Rules and other laws, administrative regulations, normative documents and the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders, and the voting results passed by the general meeting of shareholders are legal and valid.
The announcement is hereby made.
Board of Directors of Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd
April 2, 2025
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