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Securities Code: 688019 Securities abbreviation: Anji Technology Announcement No.: 2023-020.
Anji Microelectronics Technology (Shanghai) Co., Ltd.
Announcement on Resolutions of the Twenty-fourth Meeting of the Second Board of Directors
the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.
Anji Microelectronics Technology (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") Second Board of Directors
The 24th meeting was held on April 10, 2023 by a combination of on-site and communication voting. Company
Notice of the convening of this meeting was sent to all directors by mail on March 31, 2023, and each of the participants
The directors are aware of the necessary information relating to the business under consideration. The meeting was convened and presided over by Ms. Shumin Wang, chairman of the board of directors. There should be 8 directors and 8 directors. The convening and convening procedures of the meeting are in line with the the People's Republic of China Company Law (hereinafter referred to as the "Company Law") and other laws, regulations, departmental rules and the relevant provisions of the articles of Association of Anji Microelectronics Technology (Shanghai) Co., Ltd. (hereinafter referred to as the "articles of Association"), the resolutions made are legal and valid.
The meeting considered and adopted the following bills:
The 1. deliberated and passed the "Proposal on the Work Report of the General Manager in 2022"
According to the work situation in 2022, the general manager of the company compiled the 2022 work report of the general manager of anji microelectronics technology (Shanghai) co., ltd., reviewed and summarized the main aspects of the 2022 work, and put forward the 2023 business plan of the company according to the development of the economic situation and the changes in the internal and external environment of the company. The company's board of directors agreed to adopt the work report.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions.
The 2. deliberated and passed the "Proposal on the Work Report of the Board of Directors in 2022"
During the reporting period, all directors of the Company, in accordance with the rights and obligations conferred by laws, regulations and the Articles of Association of the Company, were loyal to the Company.
Practically, honestly, and diligently perform duties, effectively improve the level of corporate governance and operation management, promote the company's sustained and stable development, and better perform the duties assigned to the board of directors by the company and shareholders. The board of directors of the company agreed to adopt the contents of the 2022 work report of the board of directors.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
3. considered and adopted the Bill on the 2022 Annual Report and its Summary
After review, the board of directors of the company believes that the preparation and review procedures of the company's 2022 annual report and summary comply with relevant laws, regulations, departmental rules, regulatory documents and relevant provisions of the company's management system; the content and format of the report comply with relevant regulations and fairly reflect The company's financial status and operating results for 2022; the information disclosed in the report is true, accurate and complete, there are no false records, misleading statements or material omissions.
For details, please refer to the company's "2022 Annual Report" and "2022 Annual Report Summary" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
The 4. deliberated and passed the proposal on the report of independent directors in 2022
After review, the board of directors of the company believes that: during the reporting period, the independent directors of the company, in line with the principle of prudence and objectivity, with a diligent and responsible attitude, give full play to their respective professional roles, put forward reasonable suggestions to the company with their accumulated professional knowledge and practice experience, pay full attention to the development of the company, timely understand the company's production and operation information, and continuously promote the improvement of the corporate governance system. At the same time, we carefully review the meeting proposals, financial reports and other documents submitted by the company, and express relevant written opinions according to the scope of responsibilities of independent directors and special committees, so as to actively promote the objectivity and scientific nature of the decision-making of the board of directors. Therefore, it is agreed to adopt the 2022 independent director report of the company.
For details, please refer to the company's "2022 Independent Director Report" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
The 5. deliberated and passed the "Proposal on the Report on the Performance of the Audit Committee of the Board of Directors in 2022"
After review, the company's board of directors believes that: during the reporting period, the audit committee of the company's board of directors followed the "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation", "Articles of Association", "Rules of Procedure of the Audit Committee of the Company's Board of Directors", etc. Relevant regulations, make full use of professional knowledge, uphold the principles of prudence, objectivity, and independence, diligence, and due diligence, and earnestly fulfill their responsibilities within the scope of their functions and powers. Continue to play a professional role in supervising external audit, guiding the company's internal audit, urging the company to improve the internal control system, etc., safeguard the legitimate rights and interests of the company and all shareholders, promote the company's sound operation and standardized operation, and perform the duties of the audit committee with due diligence. Therefore, it is agreed to adopt the performance report of the audit committee of the board of directors for 2022.
For details, please refer to the company's "Report on the Performance of the Audit Committee of the Board of Directors in 2022" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions.
The 6. deliberated and passed the "Proposal on the 2022 Financial Final Accounts and the 2023 Budget Report"
In 2022, the company realized operating income of 1,076.7873 million yuan, up 56.82 year on year.
The net profit belonging to the owner of the parent company was 301.437 million yuan, up 140.99 percent from the same period last year, and the net profit attributable to the owner of the parent company after deducting non-recurring gains and losses was 300.4538 million yuan, up 229.78 percent from the same period last year. At the end of 2022, the Company's total assets were $2047.6013 million, up 22.45 from the beginning of the reporting period, and equity attributable to the parent company was $1,521.5499 million, up 26.67 from the beginning of the reporting period.
According to the company's 2023 business plan, the company will continue to promote the "customer service, customer-oriented" culture and enhance and effective implementation, to create users can trust and rely on the supply partners, improve customer viscosity. Adhere to the strategic positioning of "based on China and serving the world", firmly and efficiently implement the planning of various product lines, further expand the market share at home and abroad, achieve steady growth of sales revenue, and ensure the realization of the company's goal of "strong in the United States and China. Continue to strengthen the competitiveness of the organization, enhance the overall operating capacity at the same time, strengthen cost management, improve efficiency and reduce costs, to ensure the company's medium-and long-term development.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
The 7. deliberated and passed the motion on the profit distribution plan for 2022
The board of directors agreed that the company would distribute a cash dividend of 4.20 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the date of registration of the 2022 annual dividend distribution, and at the same time, the capital reserve fund would be used to transfer 3 shares to all shareholders for every 10 shares, without bonus shares.
For details, please refer to the company's "Announcement on Profit Distribution and Conversion of Provident Fund to Share Capital Plan for 2022" (Announcement No. 2023-022) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
The 8. considered and adopted the "Special Report on the Deposit and Actual Use of Funds Raised in 2022".
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The board of directors believes that the deposit and use of the company's raised funds in 2022 are in line with the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation" and the company's "Raised Funds Management The provisions of laws, regulations and system documents such as" Use System "have carried out special account storage and special use of raised funds, and fulfilled relevant information disclosure obligations in a timely, the specific use of the raised funds is consistent with the situation disclosed by the company, and there is no disguised change in the use of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds.
For details, please refer to the Company's "Special Report on the Deposit and Use of Funds Raised in 2022" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day (Announcement No: 2023-023), the "Verification Report on the Special Report on the Deposit and Actual Use of Funds Raised by Anji Microelectronics Technology (Shanghai) Co., Ltd. in 2022" issued by KPMG Huazhen Certified Public Accountants (Special General Partnership) and the "Special Verification Opinions on the Deposit and Use of Funds Raised by Anji Microelectronics Technology (Shanghai) Co., Ltd. in 2022" issued by Shenwan Hongyuan Securities Underwriting Sponsor Co., Ltd.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
The 9. deliberated and passed the motion on the company's 2022 internal control evaluation report.
After review, the Board of Directors of the Company is of the opinion that there were no material deficiencies in the Company's internal control over financial reporting during the reporting period, and that the Company has maintained effective internal control over financial reporting in all material respects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations, and no material deficiencies in non-financial reporting internal control have been identified. No factors affecting the conclusion of the internal control effectiveness evaluation occurred between the base date of the internal control evaluation report and the date of issuance of the internal control evaluation report.
For details, please refer to the Company's "2022 Internal Control Evaluation Report" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
The 10. deliberated and passed the motion on using part of the temporarily idle raised funds for cash management
The board of directors agrees to use part of the temporarily idle raised funds with an amount of no more than RMB 380 million (including this number) for cash management without affecting the progress of the raised funds investment project, the company's normal production and operation, and ensuring the safety of funds. Investment products with high investment security, good liquidity, and capital preservation agreements (including but not limited to structured deposits, time deposits, large certificates of deposit, etc.), within the above limit, the funds can be used on a rolling basis, and the use period is valid for 12 months from the date of approval by the company's board of directors.
For details, please refer to the Company's "Announcement on the Use of Some Temporarily Idle Raised Funds for Cash Management" (Announcement No. 2023-024) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
XI. Consideration and adoption of the Convention on the UseBill for cash management of idle own funds
The board of directors agreed to use its own idle funds with a quota of no more than RMB 500 million (including the principal) for cash management, which can be used on a rolling basis within 12 months from the date when this proposal is examined and approved by the shareholders' meeting of the company.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
XII. Consideration and adoption of the "Proposal on the 2023 Annual Remuneration Standard for Directors of the Company"
The board of directors agreed that the allowance for independent directors of the company in 2023 shall be 100000 yuan only (including tax)/year, on a monthly basis.
Average payment; the Company's non-independent directors receive remuneration in accordance with the Company's relevant remuneration and performance appraisal management system based on the specific management positions they hold in the Company, and no longer receive separate allowances.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
Thirteen, the review and adoption of the "on the company's senior management personnel 2022 annual performance appraisal and 2023
Compensation Adjustment Bill
According to the appraisal standards and approved conclusions of senior managers formulated by the Remuneration and Appraisal Committee of the Board of Directors, the 2022 annual performance appraisal and 2023 annual remuneration standards for senior managers of the Company were determined.
Voting result: 7 votes in favor, 0 votes against and 0 abstentions. Ms. Shumin Wang, Chairman of the Board of Directors
Avoid voting. The independent directors have issued an independent opinion expressly consenting to the motion.
14. Consideration and adoption of the "Proposal on Guarantees for Subsidiaries Expected to Be Provided in 2023"
For details, please refer to the company's "Announcement on Providing Guarantees for Subsidiaries in 2023" (Announcement No. 2023-025) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
15. Deliberated and passed the "Proposal on Nominating Candidates for Non-Independent Directors of the Third Board of Directors of the Company"
The term of the second board of directors of the company is about to expire. After review and recommendation by the nomination committee of the board of directors, the board of directors agreed to nominate Ms. Shumin Wang (Wang Shumin), Mr. Chris Chang Yu (Yu Chang), Mr. Yang Lei, Mr. Zhang Ming (Zhang Ming) and Ms. Zhang Haodai as candidates for non-independent directors of the third board of directors. The term is three years from the date of approval by the general meeting of shareholders.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
16. Deliberated and passed the "Proposal on Nominating Candidates for Independent Directors of the Third Board of Directors of the Company"
The term of office of the second board of directors of the company is about to expire. The board of directors decided to nominate Mr. Jing Guangli, Mr. Tang Tianshen and Mr. Li Yu as candidates for independent directors of the third board of directors of the company. The term of office is three years, counting from the date of approval by the general meeting of shareholders. Independent director candidates will be submitted to the Shanghai Stock Exchange for review, no objection after the general meeting of shareholders election.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
17. Consideration and adoption of the Company's 2022 Environmental, Social and Governance (ESG) Report
For details, please refer to the company's "Proposal on the Company's 2022 Environmental, Social and Governance (ESG) Report" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions.
18. Deliberated and passed the "Proposal on the Renewal of KPMG Huazhen Certified Public Accountants (Special General Partnership) as the Company's 2023 Audit Institution and Internal Audit Institution"
For details, please refer to the company's "Announcement on the Renewal of Accounting Firms" (Announcement Number: 2023-026) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
19. Deliberated and passed the "Proposal on Proposals to the General Meeting of Shareholders to Authorize the Board of Directors to Issue Shares to Specific Objects in a Summary Procedure and Handle Related Matters"
For details, please refer to the company's "Guan" published on the website of Shanghai Stock Exchange (www.sse.com.cn) on the same day.
Announcement of the General Meeting of Shareholders authorizing the Board of Directors to issue shares to specific objects and handle related matters in a summary manner (Announcement No. 2023-027).
Voting result: 8 votes in favor, 0 votes against and 0 abstentions. The independent directors made a clear statement on the motion.
Independent opinion of consent.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
It is hereby announced.
Anji Microelectronics Technology (Shanghai) Co., Ltd.
Board of Directors
April 12, 2003
Director candidate curriculum vitae
Ms. Shumin Wang (Wang Shumin): born in 1964, American nationality, materials of Rice University, USA
Doctorate in chemistry, EMBA from Kellogg School of Business, Northwestern University, USA, was selected as "Shanghai Leading Talents" and "Shanghai Excellent Discipline Leader". He has served as a researcher at IBM's R & D headquarters, CabotMicroelectronics scientist, project manager, and Asian technical director. Since September 2004, he has served as CEO, director, chairman, executive director and general manager of Anji Microelectronics (Shanghai) Co., Ltd.; 2004
Anji Microelectronics Co., Ltd. Director; February 2006 to 2017
Director, Chairman, Chairman and General Manager of Anji Co., Ltd. (predecessor of the company) in June, 2015; Director of Taiwan Anji Microelectronics Technology Co., Ltd. since August 2015; Executive Director and General Manager of Ningbo Anji Microelectronics Technology Co., Ltd. since May 2017; Executive Director and Manager of Ningbo Anji Equity Investment Co., Ltd. since January 2021; Executive Director and Manager of Beijing Anji Microelectronics Technology Co., Ltd. since July 2021
Director and Manager; Executive Director of Shanghai Anji Electronic Materials Co., Ltd. since December 2021; April 2022
Since January, he has been serving as ANJI MICROELECTRONICS PTE. LTD. Director. Director of the Company since June 2017
Long and general manager.
Mr. Chris Chang Yu (Yu Chang): born in 1958, American nationality, Pennsylvania State
Doctoral degree in physics. He has successively served as senior engineer of Micron Technologies, senior engineer of MotorolaCorporation, and leader of R & D team of Rockwell International. As the founding team of the CabotMicroelectronics, he has served as R & D manager and vice president of R & D, director of R & D Department of SMIC International Integrated Circuit Manufacturing Co., Ltd., and is currently chairman and CEO of Anpaike Biomedical Technology Co., Ltd.
June 2004 to present Anji Microelectronics Co., Ltd. Director; September 2004 to 2015
Chairman and Director of Anji Microelectronics (Shanghai) Co., Ltd. in December 2006; February 2006 to 2017
In June, he served as chairman and president, director and president of Anji Co., Ltd. (the predecessor of the company). Director of the Company since June 2017.
Mr. Yang Lei: born in 1974, Chinese nationality, no permanent residence abroad, Wisconsin University, USA
PhD in chemistry from Madison. Global Associate Director of McKinsey Management Consulting, Partners Director of VantagePoint Venture, Executive Director of Polar Chenguang Venture Capital Management (Beijing) Co.
Director and General Manager. From May 2011 to December 2015, he was the director of Anji Microelectronics (Shanghai) Co., Ltd.
From May 2011 to June 2017, he served as a director of Anji Co., Ltd. (the predecessor of the company). Since June 2011
Ren Anji Microelectronics Co., Ltd. Director. Director of the Company since June 2017.
Mr. Zhang Ming (Zhang Ming): Born in 1966, Canadian nationality, University of Texas, USA
EMBA at Arlington, master's degree, successively served as process engineer of Foshan Hongji Film Co., Ltd., regional sales manager of Belgian Barco Company, general manager of American Koshi Digital Systems Company, president of British Haomai Group in China, managing director of British Standards Institute in Greater China, managing director of European Technology Group in China.
Director of Shandong Ante Nanomaterials Co., Ltd. since May 2021; ANJI since April 2022
MICROELECTRONICS PTE. LTD. Director; December 2022-present SEPPURE PTE. LTD. Dong
Things. He has been the deputy general manager of the company since December 2020. Since March 2021, he has served as the company's chief financial officer.
Superintendent.
Ms. Zhang Haodai: Born in 1988, Chinese nationality, no permanent residence abroad, master of York University, UK
Graduate degree. He has been the head of the subcontract finance department of AVIC International Aviation Development Co., Ltd., and is currently the senior manager of the three investment projects of Huaxin Investment Management Co., Ltd. He is also a director of Tongfu Microelectronics Co., Ltd., Jiangsu Yake Technology Co., Ltd., Zhongju Core Technology Co., Ltd., and Jiangsu Xianke Semiconductor New Materials Co., Ltd.
Mr. Jing Guangli: born in 1962, Chinese nationality, no permanent right of abode abroad, economy of the Central Party School
Graduate degree, is a senior accountant. He has served as section chief of Tianjin stationery procurement, supply and marketing station and deputy general manager of Tianjin Yishang Group. Retired in May 2022.
Mr. Tang Tianshen: born in 1957, American nationality, Texas A & M University, USA
Bachelor's degree. Assistant Professor, Tenured Associate Professor, Texas A & M University, Kingsville,
Lanstar Chief Engineer, Intel Senior Design Manager, Penstar Chief Technology Officer, Hua Hong NEC Deputy
President, Vice President of Business Development, Senior Vice President and Executive Vice President of Design Services of SMIC, Solantro President and CEO, CEO of Guangdong Yuefang Technology Co., Ltd.He is currently the CEO of Core Space (Zhejiang) Technology Development Co., Ltd. and a director of Shaoxing SMIC Manufacturing Co., Ltd.
Mr. Li Yu: born in 1979, Chinese nationality, no permanent residence abroad, Chinese Academy of Social Sciences
Doctor of Civil and Commercial Law, currently associate professor and doctoral supervisor of Shanghai University of Finance and Economics Law School.
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