Securities abbreviation: Maxscend Microelectronics Company Limited(300782) securities code: 300782 Maxscend Microelectronics Company Limited(300782)
Restricted stock incentive plan for 2022
(Draft)
Maxscend Microelectronics Company Limited(300782)
January 2002
Statement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law. All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 The incentive plan is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the measures for the administration of equity incentive of listed companies, the self regulatory guide No. 1 of GEM listed companies of Shenzhen stock exchange – business handling and other relevant laws and regulations Formulation of normative documents and Maxscend Microelectronics Company Limited(300782) articles of association. 2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Maxscend Microelectronics Company Limited(300782) (hereinafter referred to as “the company” or “the company”) to issue A-share common stock to the incentive object.
After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment.
3、 The number of restricted shares to be granted under the incentive plan is 274500 shares, accounting for about 0.0822% of the total share capital of the company at the time of announcement of the draft incentive plan of 333560779 shares. Among them, 219240 shares were granted for the first time, accounting for about 0.0657% of the total share capital of the company when the incentive plan was announced and 80.00% of the total equity granted this time; 548100 shares are reserved, accounting for 0.0164% of the total share capital of the company when the incentive plan is announced, and the reserved part accounts for 20.00% of the total equity granted this time.
On November 28, 2020, the company announced the 2020 restricted stock incentive plan, with a total of 90000 restricted shares granted and registered for the first time and reserved; On November 18, 2021, the company announced the announcement on matters related to the adjustment of the 2020 restricted stock incentive plan, and the restricted shares granted and registered for the first time and reserved were adjusted to 162000 shares, accounting for 0.0486% of the total share capital of the company at the time of the announcement of the draft incentive plan.
As of the announcement of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
4、 The initial grant price of restricted shares under the plan is 173.57 yuan / share. From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the grant price and quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects granted by the incentive plan for the first time shall not exceed 62, including the middle-level managers and technical (business) backbone personnel who worked in the company (including branches and subsidiaries, the same below) when the company announced the draft incentive plan.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders. The incentive objects of reserved restricted shares shall be determined with reference to the criteria for the first grant, and may include the company’s directors, senior managers, middle managers, core technicians, core business personnel and other personnel deemed necessary by the board of directors.
6、 The validity period of this incentive plan shall be no more than 72 months from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting shall be subject to meeting the corresponding vesting conditions.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include the company’s supervisors, independent directors, shareholders or actual controllers holding more than 5% of shares alone or in total, as well as their spouses, parents and children. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange, and there are no following circumstances that may not be the incentive object:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 All incentive objects of the company promise that if the company fails to comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days, and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentive of listed companies, the period during which rights and interests cannot be granted shall not be counted as 60 days. The reserved part shall be granted within 12 months after the equity incentive plan is reviewed and approved by the general meeting of shareholders of the company.
13、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive methods, sources, quantity and distribution of restricted stocks 12 Chapter VI validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII vesting and vesting conditions of restricted shares Chapter IX implementation procedures of restricted stock incentive plan Chapter 10 adjustment methods and procedures of restricted stock incentive plan Chapter XI accounting treatment of restricted stocks 29 Chapter XII respective rights and obligations of the company / incentive object Chapter 13 handling of changes in the company / incentive object 33 chapter XIV Supplementary Provisions thirty-five
Chapter I interpretation
In this plan, unless otherwise specified, the following terms or abbreviations have the following meanings: the company, the company and the listed company refer to Maxscend Microelectronics Company Limited(300782) company
This incentive plan and this plan refer to Maxscend Microelectronics Company Limited(300782) 2022 restricted stock incentive plan
Restricted shares and the second category refer to the shares of the company obtained and registered by restricted shares after meeting the corresponding attribution conditions
Incentive objects refer to the middle-level managers and technical (business) backbone personnel of the company who obtain restricted shares in accordance with the provisions of this incentive plan
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
Articles of association means the Maxscend Microelectronics Company Limited(300782) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to further improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of matching income and contribution, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, regulatory guidelines and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and shall express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects of the incentive plan. Independent directors will solicit entrusted voting rights from all shareholders for this incentive plan.
If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall
