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Stock code: 688536 Stock abbreviation: SRP Announcement No.: 2025-002
Convertible bond code: 118500 Convertible bond abbreviation: Siruiding transfer
SRP Microelectronics Technology (Suzhou) Co., Ltd
Announcement of the resolution of the first extraordinary general meeting of shareholders in 2025
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: January 10, 2025
(2) The venue of the general meeting of shareholders: conference room on the 4th floor of Building 2, No. 1761 Zhangdong Road, Pudong New Area, Shanghai
(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. Number of shareholders and proxies attending the meeting 82
Number of common shareholders 82
2. The number of voting rights held by shareholders attending the meeting was 61,801,443
The number of voting rights held by ordinary shareholders is 61,801,443
3. The number of voting rights held by shareholders attending the meeting accounts for the number of voting rights of the company
Proportion (%) 47.0277
The ratio of the number of voting rights held by ordinary shareholders to the number of voting rights of the company
(%) 47.0277
(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.
THE MEETING WAS CONVENED BY THE BOARD OF DIRECTORS OF THE COMPANY AND CHAIRED BY MR. ZHIXU ZHOU, CHAIRMAN OF THE BOARD. The meeting will be taken now
Voting is carried out by a combination of field voting and online voting; The convening, convening and voting procedures of this meeting are in accordance with the provisions of the Company Law and the Articles of Association.
(5) Attendance of the company's directors, supervisors and secretary of the board of directors
1. There are 9 directors in the company and 9 attendees;
2. There are 3 supervisors in the company, and 3 people attended;
3. Ms. Li Shuhuan, Secretary of the Board of Directors, attended the meeting; The meeting was attended by other senior managers. 2. Deliberation of the bill
(1) Non-cumulative voting motions
1. Name of the proposal: Proposal on amending the Articles of Association and its annexes
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 61,660,561 99.7720 139,882 0.2263 1,000 0.0017
2. Name of the proposal: Proposal on revising part of the company's governance system
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 60,905,610 98.5504 894,833 1.4479 1,000 0.0017
3. Name of the proposal: Proposal on extending the validity period of the resolution of the general meeting of shareholders of the company to issue convertible bonds and pay cash to purchase assets and raise matching funds
Result: Adopted
Vote:
Shareholder Type: Agree, Disagree, Abstain
Votes Proportional Votes Proportional Votes Proportional
(%) (%) (%)
Common shares 61,587,373 99.6536 137,957 0.2232 76,113 0.1232
4. Name of the proposal: Proposal on requesting the general meeting of shareholders to extend the validity period of the specific matters concerning the issuance of convertible bonds and the payment of cash to purchase assets and raise matching funds
Result: Adopted
Vote:
Agree Oppose Abstain
Shareholder Type Votes Proportional Votes Proportional Votes Proportional Proportions
(%) (%) (%)
Common shares 61,583,573 99.6474 137,957 0.2232 79,913 0.1294
(2) Voting on cumulative voting proposals
5. Proposal on the re-election of the board of directors of the company and the election of non-independent director candidates for the fourth board of directors
The number of votes is accounted for
Motions to attend meetings or not
Serial No. Name of Proposal Number of Votes Valid Votes Elected
proportions of rights
(%)
5.01 REGARDING THE ELECTION OF MR. ZHIXU ZHOU AS PUBLIC 58,412,053 94.5156 IS
Proposal of non-independent directors of the fourth board of directors of the company
5.02 REGARDING THE ELECTION OF MR. FENG YING FOR THE COMPANY 58,821,472 95.1781 IS
Proposal of non-independent directors of the fourth board of directors
5.03 Regarding the election of Mr. Wu Jiangang as the fourth term of the Company 59,071,065 95.5820 Yes
Proposal of non-independent directors of the board of directors
5.04 Regarding the election of Mr. Wang Lin as the fourth director of the Company 59,054,501 95.5552 Yes
Motions of non-independent directors of the Board of Directors
5.05 Regarding the election of Mr. Zhang Chenjian as the fourth term of the Company 59,074,948 95.5882 Yes
Proposal of non-independent directors of the board of directors
5.06 Regarding the election of Mr. Zhang Mingquan as the fourth term of the Company 59,071,072 95.5820 Yes
Proposal of non-independent directors of the board of directors
6. Proposal on the re-election of the board of directors of the company and the election of independent director candidates for the fourth board of directors
The number of votes on the motion is not
Serial No. Name of Proposal Number of Votes Present at the Ceremony Elected
Valid voting
proportions of rights
(%)
6.01 Regarding the election of Mr. Huang Sheng as the fourth director of the company 59,101,605 95.6314 Yes
Proposal of the independent directors of the board of directors
6.02 Regarding the election of Mr. Pan Fei as the fourth director of the Company 59,104,105 95.6354 Yes
Proposal of the independent directors of the board of directors
6.03 Regarding the election of Mr. Zhu Guangwei as the fourth term of the Company 58,893,602 95.2948 Yes
Proposal of independent directors of the board of directors
7. Proposal on the re-election of the board of supervisors of the company and the election of non-employee representative supervisors of the fourth board of supervisors
The number of votes is accounted for
Motions to attend meetings or not
Serial No. Name of Proposal Number of Votes Valid Votes Elected
proportions of rights
(%)
7.01 Regarding the election of Mr. Hu Yingping as the fourth supervisor 58,715,730 95.0070 Yes
Proposals of non-employee representative supervisors
7.02 Regarding the election of Mr. Xiansheng as the fourth supervisor 59,121,643 95.6638 Yes
Proposals of non-employee representative supervisors
(3) When major matters are involved, the voting situation of shareholders below 5% shall be explained
Motions Agree Oppose Abstain
Serial Number Name of Proposal Number of Votes Proportion (%) Number of Votes Proportion Number of Votes Proportion
(%) (%)
3 About the extension of the company's issuance can be 10,836,387 98.0627 137,957 1.2484 76,113 0.6889
Convert bonds and pay cash purchases
assets and raise matching funds
Validity period of resolutions of shareholders' meetings
of motions
4 About the extension of the proposal to the general meeting of shareholders 10,832,587 98.0284 137,957 1.2484 79,913 0.7232
The director authorizes the board of directors to handle the issuance
Convertible bonds and cash payments
Purchase assets and raise support
Validity period for specific matters of funds
of motions
5.01 ZHIXU 7,661,067 69.3280
MR. ZHOU IS THE FIRST MEMBER OF THE COMPANY
He is a non-independent director of the fourth term of the Board of Directors
Motions of things
5.02 For election FENG 8,070,486 73.0330
MR. YING IS THE FIRST OF THE COMPANY
He is a non-independent director of the fourth term of the Board of Directors
Motions of things
5.03 On the election of Mr. Wu Jiangang 8,320,079 75.2917
It is the fourth board of directors of the company
Motions of non-independent directors
5.04 Regarding the election of Mr. Wang Lin, it is 8,303,515 75.1418
The fourth session of the board of directors of the company is not
Proposals of independent directors
5.05 On the election of Mr. Zhang Chenjian 8,323,962 75.3268
It is the fourth board of directors of the company
Motions of non-independent directors
5.06 Regarding the election of Mr. Zhang Mingquan 8,320,086 75.2917
It is the fourth board of directors of the company
Motions of non-independent directors
6.01 For the election of Mr Wong Sang, 8,350,619 75.5680
The fourth board of directors of the company is independent
Proposal of the directors to be established
6.02 Regarding the election of Mr. Pan Fei, it is 8,353,119 75.5907
The fourth board of directors of the company is independent
Proposal of the directors to be established
6.03 Regarding the election of Mr. Zhu Guangwei 8,142,616 73.6857
It is the fourth board of directors of the company
Proposals of independent directors
7.01 On the election of Mr. Hu Yingping 7,964,744 72.0761
It is a non-office member of the fourth board of supervisors
Proposals of the Supervisors
7.02 Regarding the election of Mr. Xiansheng 8,370,657 75.7494
It is a non-office member of the fourth board of supervisors
Proposals of the Supervisors
(4) An explanation of the relevant circumstances regarding the voting on the bill
1. Proposal 1 is a special resolution that has been passed by more than two-thirds of the voting rights held by shareholders or shareholders' representatives attending the meeting; Other proposals are ordinary proposals, which have been passed by more than one-half of the voting rights held by shareholders and shareholders' representatives attending the meeting;
2. Bills 3, 4, 5, 6 and 7 were counted separately for small and medium-sized investors;
3. Proposals involving the recusal of related shareholders from voting: none.
1. The law firm witnessed by the shareholders' meeting: Grandall Law Firm (Shanghai) Law Firm
Lawyers: Ge Tao, Zhang Butianjun
2. The lawyer witnesses the concluding comments:
The convening and convening procedures of the company's general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the Articles of Association, the qualifications of the convener and attendees of the general meeting of shareholders are legal and valid, and the voting procedures and voting results of the general meeting of shareholders are legal and valid.
The announcement is hereby made.
Board of Directors of SRP Microelectronics Technology (Suzhou) Co., Ltd
January 11, 2025
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