China International Capital Corporation Limited(601995)
About Maxscend Microelectronics Company Limited(300782)
Verification opinions on providing financial assistance for employees’ house purchase
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as the sponsor of Maxscend Microelectronics Company Limited(300782) (hereinafter referred to as ” Maxscend Microelectronics Company Limited(300782) ” or “company”), according to the measures for the administration of securities issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) According to the requirements of relevant laws, administrative regulations, departmental rules and business rules, such as the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the Maxscend Microelectronics Company Limited(300782) plans to establish an interest free loan fund pool for house purchase with its own funds with a total amount of 60 million yuan, and has carefully verified the financial assistance provided for house purchase by employees who meet specific conditions, The details are as follows: first, the basic information of the funded object
It is applicable to on-the-job employees who have signed labor contracts with the company. The employee has served in the company and its branches and subsidiaries (excluding Hong Kong, Macao, Taiwan and overseas companies) for more than one year. Except directors, supervisors, senior managers, actual controllers, shareholders holding more than 5% of the company’s shares and their affiliates. 2、 Overview of financial assistance
Loan qualification: excellent work performance and excellent performance evaluation within the team.
Purpose of loan: for the applicant to purchase a house in an area recognized by the company (such as the borrower’s place of work).
Loan limit: the borrower can enjoy the highest limit, which is determined by his total annual salary (excluding overtime pay), and the standard is as follows:
1. The maximum loan amount is divided into five grades: 200000, 300000, 400000, 500000 and 600000;
2. The maximum amount of loan that an employee can borrow is determined according to his / her annual salary;
3. The employee’s actual loan shall not exceed the down payment for the purchase of housing and the remaining loan amount of existing housing. If it exceeds the amount, it shall be applied according to the actual required amount.
Loan term and capital interest: the longest period shall not exceed 5 years. From the date of financial payment, the employee’s house purchase loan shall be interest free within this period.
Repayment plan: according to the loan agreement signed by the company and employees.
Approval procedures: according to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange gem (revised in 2022), the guidelines for the standardized operation of Shenzhen Stock Exchange gem (revised in 2020) and the articles of association, this financial assistance is within the scope of the deliberation authority of the board of directors, does not need to be submitted to the general meeting of shareholders for deliberation, and does not constitute a connected transaction. The financial assistance has been deliberated and adopted at the 12th meeting of the second board of directors held on January 27, 2022. 3、 Risk prevention measures
1. The borrower must repay all the principal of the loan within the loan term. If the employee fails to fulfill the repayment obligations as agreed, the company will exercise its legal rights in accordance with the loan agreement.
2. If the borrower terminates or terminates the labor contract with the company within the loan term, the employee must repay the remaining loan in a lump sum within 15 days before terminating the labor relationship. If the employee fails to repay on time, the company has the right to charge overdue interest and liquidated damages. 4、 Accumulated amount of financial assistance provided to foreign countries
As of the disclosure date of this verification opinion, the company has provided financial assistance to the outside world in total of RMB 0 (excluding this financial assistance), and there is no situation that the financial assistance has not been recovered within the time limit. 5、 Relevant approval procedures and special opinions
(I) deliberations of the board of directors
After deliberation, the board of Directors believes that the company uses part of its own funds to provide economic support for employees to buy houses without affecting its normal operation, mainly to attract and retain excellent talents of the company and its subsidiaries, so as to stimulate employees’ work enthusiasm and maintain the stability of the management team, which can help employees with house purchase demand reduce the burden of house purchase. The matter is formulated on the basis of fully considering the performance ability of employees and other factors, and the relevant risks are controllable. Therefore, the board of directors agreed that the company would set up an interest free loan pool for house purchase with a total amount of 60 million yuan for employees who meet the application conditions.
(II) opinions of independent directors
After verification, the independent directors believe that the company can further improve the employee welfare system, motivate employees’ work enthusiasm and better attract and retain core talents in key positions by using part of its own funds to provide economic support for employees to buy houses without affecting its normal operation. There is no situation that damages the legitimate rights and interests of the company and all shareholders, especially the minority shareholders. The decision-making procedures of the company on this matter comply with the provisions of relevant laws, regulations, departmental rules and the articles of association. Therefore, we agree to this matter.
(III) opinions of the board of supervisors
After review, the board of supervisors believes that the company uses some idle self owned funds without affecting its normal operation, and plans to set up an interest free loan pool for house purchase with a total amount of 60 million yuan to provide house purchase loans for qualified employees, which is conducive to the stability of the talent team of the company and does not damage the legitimate rights and interests of the company and all shareholders, especially the minority shareholders of the company, Relevant decision-making procedures are legal and compliant. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s financial assistance for employees’ house purchase has been deliberated and approved at the 12th meeting of the second board of directors and the 11th meeting of the second board of supervisors, the independent directors have issued clear consent opinions, and the necessary decision-making procedures have been performed for the financial assistance, Comply with the requirements of relevant laws, administrative regulations, departmental rules and business rules, such as the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020); On the premise of not affecting its normal operation, the company uses some idle self owned funds and establishes an interest free loan fund pool for house purchase with a total amount of 60 million yuan to provide financial assistance to qualified employees, without damaging the interests of shareholders.
In conclusion, the sponsor has no objection to the company’s financial assistance for employees’ house purchase this time.
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(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) verification opinions on Maxscend Microelectronics Company Limited(300782) providing financial assistance for employees’ house purchase) sponsor representative:
Zhang Zhihao, Zhang Linji
China International Capital Corporation Limited(601995) mm / DD / yy
