Exhibit 99.1
BCD SEMICONDUCTOR MANUFACTURING LIMITED
A Cayman Islands Company
NOTICE OF 2012 ANNUAL GENERAL MEETING OF MEMBERS
To Be Held on November 29, 2012
The 2012 annual general meeting (the “Meeting”) of the Members of BCD Semiconductor Manufacturing Limited (the “Company”) will be held at 11:00 a.m. on November 29, 2012 (Pacific time) at the offices of Covington & Burling LLP at 333 Twin Dolphin Drive, Suite 700, Redwood Shores, California 94065, U.S.A., for the following purposes:
| | 1. | Proposal One: To consider and vote on a proposal to re-elect Herbert Chang as a Class II Director. |
| | 2. | Proposal Two: To consider and vote on a proposal to re-elect Michael Pfeiffer as a Class II Director. |
Record Date. Members of record at the close of business on October 12, 2012 (Pacific time) (the “Record Date”) who hold shares of the Company will be entitled to vote at the Meeting or any adjournment or postponement thereof.
Votes Required. Pursuant to the Company’s Fourth Amended and Restated Articles of Association (the “Current Articles”), every Member present in person and every person representing a Member by proxy at a general meeting of the Company shall have one vote for each share registered in such Member’s name in the Register of Members.
Pursuant to the Current Articles and the Companies Law (2011 Revision), as amended, the election of Class II Directors referred to in Proposals One and Two will require the affirmative vote of Members holding a simple majority of the outstanding Ordinary Shares present at the Meeting, either in person or by proxy.
Capitalized terms used but not otherwise defined herein shall have the meanings given thereto in the Current Articles.
Copies of the annual report of the Company are available upon request. If you would like a copy, please emailir@bcdsemi.com for a physical copy to be sent to a designated physical address or an electronic copy to a designated email address. You may also view the annual report at the Company’s website atwww.bcdsemi.com.
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| By Order of the Board of Directors |
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/s/ Chieh Chang |
| Chieh Chang |
| Chairman of the Board and Chief Executive Officer |
Shanghai, China
September 28, 2012
Whether or not you plan to attend the Meeting, please complete, sign, and date the enclosed proxy and return it promptly by email, mail or fax to:
Jamie Huang
No. 1600, ZiXing Road
Shanghai ZiZhu Science-based Industrial Park
Shanghai 200241
People’s Republic of China
Email:jmhuang@bcdsemi.com
Tel: +86-21-2416 2298
Fax: +86-21-2416-2234 or +86-21-2416-2277
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BCD SEMICONDUCTOR MANUFACTURING LIMITED
A Cayman Islands Company
PROXY
In connection with the 2012 annual general meeting (the “Meeting”) of the Members of BCD Semiconductor Manufacturing Limited, a Cayman Islands company (the “Company”), to be held at 11:00 a.m. on November 29, 2012 (Pacific time) at the offices of Covington & Burling at 333 Twin Dolphin Drive, Suite 700, Redwood Shores, California 94065, U.S.A., the undersigned Member, being the registered holder of shares of the Company (the “Shares”), hereby appoints the duly appointed Chairman of the Meeting (the “Proxyholder”) to act as its/his/her proxy for the Meeting and at any adjournment thereof and to vote all of its/his/her Shares on its/his/her behalf as directed below. If a Member wishes to appoint another person to be the Proxyholder, please indicate that person’s name and address in the following space:
Please indicate with an “X” or “ü” in the spaces provided how you wish the Proxyholder to vote on your behalf. If you leave both boxes blank, the Proxyholder shall have the right to determine how to cast your votes with respect to the resolution.
| | | | | | |
| ORDINARY RESOLUTIONS | | FOR | | AGAINST |
| | |
| Proposal One | | | | |
| | |
That Herbert Chang shall be re-elected as a member of the board of directors of the Company (the “Board”) and designated as a Class II Director (as defined in the Company’s Fourth Amended and Restated Articles of Association (the “Current Articles”)) for a 3-year term to be effective as of the date of this Meeting. | | ¨ | | ¨ |
| | |
| Proposal Two | | | | |
| | |
That Michael Pfeiffer shall be re-elected as a member of the Board and designated as a Class II Director for a 3-year term to be effective as of the date of this Meeting. | | ¨ | | ¨ |
The undersigned hereby consents to the holding of the Meeting as scheduled, or at such other time as determined by the Proxyholder after receiving executed proxies representing the votes required to approve the resolutions set forth in this proxy.
Pursuant to the Current Articles and the Companies Law (2011 Revision), as amended, the election of Class II Directors referred to in Proposals One and Two will require the affirmative vote of Members holding a simple majority of the outstanding Ordinary Shares present at the Meeting, either in person or by proxy.
Only Members of record at the close of business on October 12, 2012 (Pacific time) are entitled to notice of and to vote at the Meeting. All Members are cordially invited to attend the Meeting in person. Any Member unable to attend the Meeting may execute a proxy designating a proxy to vote on its/his/her behalf.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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| | | | Please email, fax or mail your signed proxyas soon as possible to the following email address, street address or facsimile number: |
| Print Legal Name of Member | | | |
| | |
| | | | Jamie Huang |
| Member’s Signature | | | | No. 1600, ZiXing Road |
| | | | Shanghai ZiZhu Science-based Industrial Park |
| | | | Shanghai 200241 |
| Name and Title of Signatory | | | | People’s Republic of China |
| | | | Email:jmhuang@bcdsemi.com |
| | | | Tel: +86-21-2416 2298 |
| Date: , 2012 | | | | Fax: +86-21-2416-2234 or +86-21-2416-2277 |
SIGNATURE PAGE TO PROXY
