Shengmei Shanghai: Announcement on the change of registered capital, the adjustment of the number of directors and the revision of the Articles of Association
DATE:  Apr 12 2025

Stock code: 688082 Stock abbreviation: Shengmei Shanghai Announcement No.: 2025-023

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

Regarding the change of registered capital and the adjustment of the number of directors of the board of directors

Announcement on the amendment of the Articles of Association

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.

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") held the 18th meeting of the second session of the board of directors on April 10, 2025, and deliberated and approved the "On Changing the Registered Capital, Adjusting the Number of Directors and <公司章程>Amendments". The specific situation is hereby announced as follows:

1. Changes in the registered capital of the company

On November 25, 2024, the company completed the first exercise of the second exercise period of the 2019 stock option incentive plan, with the number of shares exercised being 2,150,269 shares, and the total share capital of the company increased from 436,153,563 shares to 438,303,832 shares after the exercise. On December 2, 2024, the company completed the second exercise of the second exercise period of the 2019 stock option incentive plan, with 436,921 shares to be exercised, and the total share capital of the company increased from 438,303,832 shares to 438,740,753 shares after the exercise. On March 19, 2025, the company completed the vesting of part of the first vesting period of the first vesting period of the 2023 restricted stock incentive plan, with the number of vested shares being 2,550,435 shares, and the total share capital of the company was changed from 438,740,753 shares to 441,291,188 shares after the vesting was completed. For details, please refer to the company's November 2024 announcement

On 27 December, 4 December 2024 and 21 March 2025 on the website of the Shanghai Stock Exchange

(www.sse.com.cn) Relevant announcements to be disclosed.

In summary, the registered capital of the company has been changed from RMB 436,153,563 to RMB 441,291,188, and the above share registration work has been completed in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.

2. Changes in the number of directors of the company

In order to further improve the operational efficiency of the board of directors, improve corporate governance, and effectively protect the interests of shareholders, in accordance with the provisions of laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Measures for the Administration of Independent Directors of Listed Companies, combined with the actual situation of the company, it is now proposed to change the members of the board of directors from 9

The number of non-independent directors has been reduced to 6, of which the number of non-independent directors has been adjusted from 6 to 3, and the number of independent directors remains at 3.

3. Amend the Articles of Association and handle industrial and commercial registration

According to the above situation, the company intends to revise the relevant provisions in the Articles of Association of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Articles of Association"), and the specific modifications are as follows:

Terms Before the Amendment Terms After the Amendment

Article 5 The registered capital of the company is: 436,153,563 yuan Article 5 The registered capital of the company is: 441,291,188 yuan

Currency. Currency.

Article 18 The total number of issued shares of a company shall be Article 18 The total number of issued shares of a company shall be

436,153,563 shares, all of which are ordinary shares in RMB. 441,291,188 shares, all of which are RMB ordinary shares.

Article 105 The company shall establish a board of directors and a general meeting of shareholders Article 105 The company shall establish a board of directors and a general meeting of shareholders

Charge. Charge.

The Board of Directors consists of 9 directors, of which 3 are independent directors The Board of Directors consists of 6 directors, of which 3 are independent directors

name, with 1 chairman. The name of the chairman of the board of directors and the executive company of the company shall be set up with 1 chairman. Chairman of the board of directors of the company and executive company

The directors of the transaction are elected and replaced by the Board of Directors. The directors of the transaction are elected and replaced by the Board of Directors.

Except for the above amendments and adjustments to the quoted terms, the other articles of the Articles of Association remain unchanged. The above matters still need to be submitted to the general meeting of shareholders for deliberation, and the board of directors of the company proposes to the general meeting of shareholders to authorize the chairman of the board of directors or other persons authorized by him to handle subsequent change registration, articles of association filing and other related matters. After the approval of the general meeting of shareholders, the company will go through the relevant formalities such as the change and filing of the Articles of Association with the industrial and commercial registration authority in a timely manner, and the above changes shall be subject to the approval of the market supervision and administration department.

The revised Articles of Association of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. was disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

The announcement is hereby made.

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

board of directors

April 12, 2025

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