Securities code: 300782 securities abbreviation: Maxscend Microelectronics Company Limited(300782) Announcement No.: 2022-004 Maxscend Microelectronics Company Limited(300782)
Announcement of resolutions of the 12th meeting of the second board of directors
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
1、 Meetings of the board of directors
The 12th meeting of the second board of directors of Maxscend Microelectronics Company Limited(300782) (hereinafter referred to as "the company") was held in the company's conference room on January 27, 2022 by means of on-site combined communication. The notice of the meeting was sent to all directors by e-mail on January 22, 2021. There are 8 directors who should attend the meeting and 8 directors who actually attend the meeting. The meeting was convened and presided over by Mr. Xu Zhihan, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law") and the Maxscend Microelectronics Company Limited(300782) articles of Association (hereinafter referred to as the "articles of association"), and the meeting is legal and valid.
2、 Deliberations of the board meeting
The directors attending the meeting discussed the proposals considered at the meeting and voted by voting:
(I) deliberated and passed the proposal on the company's financial assistance for employees' house purchase
In order to further motivate employees' work enthusiasm, help employees with house purchase demand reduce the burden of house purchase and solve the real difficulties of employees in house purchase, the company provides financial assistance for employees who meet specific conditions to purchase houses without affecting their normal operation, and plans to set up an interest free loan fund pool for house purchase with its own funds with a total amount of 60 million yuan, Encouraging employees to buy homes and helping employees live and work in peace and contentment can better attract and retain talents.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company issued independent opinions with explicit consent, and the company's recommendation agency China International Capital Corporation Limited(601995) issued verification opinions with explicit consent. For details, please refer to the announcement on the company's financial assistance for employees' house purchase disclosed on cninfo.com.
(II) the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary was deliberated and adopted
In order to further establish and 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 make all parties 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 equal income and contribution, In accordance with relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentives of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 - business handling, and the provisions of the articles of association, The company has formulated the 2022 restricted stock incentive plan (Draft) and its abstract, and plans to grant restricted shares to incentive objects.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company have expressed their independent opinions on this matter. For details, see the 2022 restricted stock incentive plan (Draft) and its abstract disclosed on cninfo.com.
(III) deliberated and passed the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2022, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association and the 2022 restricted stock incentive plan (Draft), and in combination with the actual situation of the company, The administrative measures for the assessment of the implementation of the restricted stock incentive plan in 2022 is hereby formulated.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 disclosed on cninfo.com.
(IV) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022
In order to better promote and implement the company's restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company's restricted stock incentive plan in 2022: 1. Request the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the equity incentive plan:
(1) Authorize the board of directors to determine the grant date of the company's restricted stock incentive plan;
(2) Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(3) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including but not limited to signing the restricted stock grant agreement with the incentive object;
(4) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested, review and confirm the vesting qualification and vesting conditions of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
(5) Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to submitting an application for ownership to the stock exchange, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, and handling the registration of changes in the company's registered capital;
(6) Authorize the board of directors to handle the matters related to the change and termination of the restricted stock incentive plan according to the provisions of the company's restricted stock incentive plan, including but not limited to canceling the ownership qualification of the incentive object, canceling the cancellation of the restricted stock that has not been owned by the incentive object, and terminating the company's restricted stock incentive plan; (7) Authorize the board of directors to manage and adjust the company's restricted stock plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of this restricted stock incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(8) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on this equity incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company's registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this restricted stock incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants and lawyers for the implementation of the restricted stock incentive plan.
4. The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of relevant matters.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
The company will hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Wednesday, February 16, 2022.
See the notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed on cninfo.com for details.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
3、 Documents for future reference
1. Resolutions of the 12th meeting of the second board of directors of the company;
2. Independent opinions of independent directors on matters related to the 12th meeting of the second board of directors;
3. China International Capital Corporation Limited(601995) verification opinions on Maxscend Microelectronics Company Limited(300782) providing financial assistance for employees' house purchase;
4. 2022 restricted stock incentive plan (Draft) and its abstract;
5. Management measures for the implementation and assessment of restricted stock incentive plan in 2022.
It is hereby announced.
Maxscend Microelectronics Company Limited(300782) board of directors January 27, 2022
