Maxscend Microelectronics Company Limited(300782) board of supervisors
The verification opinions on matters related to the company’s restricted stock incentive plan in 2022 Maxscend Microelectronics Company Limited(300782) (hereinafter referred to as “the company”) held the 11th meeting of the second board of supervisors on January 27, 2022, According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”) Relevant provisions of relevant laws, administrative regulations, normative documents and the articles of association, such as the Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 – business handling (hereinafter referred to as the “regulatory guide”), After carefully reviewing the Maxscend Microelectronics Company Limited(300782) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”) and its summary and other relevant materials, and after full discussion by all supervisors of the company, the following opinions are expressed on the matters related to the incentive plan of the company:
(I) the company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, including:
1. The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
4. Circumstances where equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
The company is qualified to implement the equity incentive plan.
(II) the incentive objects of the company’s plan do not have the following circumstances that are not allowed to become incentive objects as stipulated in Article 8 of the management measures:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
The incentive objects listed in this incentive plan have the qualifications specified in the company law, securities law and other relevant laws, regulations, normative documents and the articles of association, meet the incentive object conditions specified in the administrative measures, listing rules and other laws and regulations, and meet the scope of incentive objects specified in the incentive plan (Draft).
To sum up, the incentive objects listed in this incentive plan meet the conditions specified in relevant laws and regulations, and their subject qualification as the incentive object of this incentive plan is legal and effective. Before the general meeting of shareholders is held, the company will publicize the names and positions of incentive objects in the company through the company’s internal office system or other channels, and the publicity period shall not be less than 10 days. After fully listening to the publicity opinions, the board of supervisors shall disclose the explanation of the review and publicity of the incentive list five days before the shareholders’ meeting deliberates the equity incentive plan.
(III) the contents of this incentive plan of the company comply with the provisions of the company law, the securities law, the administrative measures, the listing rules, the regulatory guide and other laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders.
(IV) the company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects for this incentive.
(V) the company’s implementation of this incentive plan will help to further improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives.
In conclusion, the board of supervisors of the company believes that the implementation of this incentive plan will not damage the interests of the company and all its shareholders, and meet the needs of the long-term development of the company, and agrees to the implementation of this incentive plan.
It is hereby announced.
Maxscend Microelectronics Company Limited(300782) board of supervisors January 27, 2022
