Maxscend Microelectronics Company Limited(300782) independent director
Independent opinions on matters related to the 12th meeting of the second board of directors
In accordance with 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 Listing Rules of gem shares of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws As an independent director of Maxscend Microelectronics Company Limited(300782) (hereinafter referred to as "the company"), we have carefully read the relevant materials based on our independent judgment, and now express the following independent opinions on the relevant matters considered at the 12th meeting of the second board of directors of the company:
1、 Independent directors' independent opinions on the company's financial assistance for employees' house purchase
After verification, we 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.
2、 Independent opinions on the proposal on the company's 2022 restricted stock incentive plan (Draft) > and its summary
1. The formulation and review process of the restricted stock incentive plan (Draft) for 2022 (hereinafter referred to as the "incentive plan (Draft)") and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures").
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects of the restricted stock incentive plan in 2022 have the qualifications specified in the company law, securities law, administrative measures, articles of association and other laws, regulations and normative documents. The determined incentive objects are middle-level managers and technical (business) backbone (excluding independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children). The incentive object does not have the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in 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 in 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 subject qualification of the proposed incentive object is legal and effective.
4. The contents of the company's incentive plan (Draft) comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and so on; The granting arrangement and attribution arrangement (including granting amount, granting date, granting conditions, granting price, term of office, vesting conditions, vesting proportion, vesting date and other matters) of restricted shares of each incentive object did not violate the provisions of relevant laws, regulations and normative documents, and did not damage the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company's implementation of the restricted stock incentive plan in 2022 is conducive to further improve the corporate governance structure, improve the corporate incentive mechanism, enhance the sense of responsibility and mission of the company's management team and business backbone for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders. In conclusion, after careful review, all our independent directors agree that the company's restricted stock incentive plan in 2022 is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects to be granted by the company's restricted stock incentive plan in 2022 meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents. Therefore, we unanimously agree that the company will implement the restricted stock incentive in 2022, and agree to submit the proposal on the company's restricted stock incentive plan in 2022 (Draft) > and its summary to the general meeting of shareholders for deliberation.
3、 Independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan in 2022
The appraisal indicators of the restricted stock incentive plan in 2022 are divided into two levels: company level performance appraisal and individual level performance appraisal.
The company selects the annual operating revenue value or the cumulative annual operating revenue value as the company level performance index. Operating income is an important indicator to measure the operating status and market share of an enterprise and predict the business expansion trend of an enterprise. It is also an effective indicator to reflect the growth of an enterprise. The company's main RF front-end chips are mainly used in smart phones and other mobile smart terminals, which are vulnerable to macroeconomic fluctuations and reduced downstream demand. There are many companies in the RF front-end chip design industry, the market competition is increasing, and the chip products provided by competitors tend to be homogeneous, which makes the company face risks such as the decline of market product unit price and the reduction of industry profit. At the same time, as the performance difference of smart phones and other mobile intelligent terminals gradually shrinks, the competition in the downstream market is fierce, and the gross profit margin of downstream enterprises shows a downward trend, which may also lead to the reduction of the profit space of design enterprises in the industry. In this context, according to the development characteristics and actual situation of the industry, after reasonable business prediction and taking into account the incentive role of the incentive plan, the company has set reasonable performance assessment indicators on the basis of comprehensive consideration of macroeconomic environment, historical performance, industry development, market competition and the company's future development plan, It helps to improve the competitiveness of the company's core business, ensure the realization of the company's future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
In addition to the performance appraisal at the company level, the company has also set up a performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the ownership conditions of restricted shares according to the annual performance evaluation results of the incentive object.
In conclusion, after careful review, all our independent directors agree that the assessment system of the company's restricted stock incentive plan in 2022 is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a binding effect on the incentive objects, which can achieve the assessment purpose of the restricted stock incentive plan in 2022. (no text below this page)
(there is no text on this page, which is the signature page of Maxscend Microelectronics Company Limited(300782) independent directors' independent opinions on matters related to the 12th meeting of the second board of directors) signatures of all independent directors:
Signature: Signature:
Name: Song Jian Name: Xu Wei
Signature: Name: Xu Yixing
January 27, 2022
