China Resources Microelectronics Limited
（ China Resources Microelectronics Limited(688396) ）
Independent directors’ opinions on the 27th meeting of the first board of directors
Independent opinions on relevant matters
In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the performance of the duties of independent directors of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and the provisions of the seventh amended and restated memorandum and articles of association of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) (hereinafter referred to as the “company”), As an independent director of the company, we express the following independent opinions on matters related to the 27th meeting of the first board of directors of the company:
1、 Independent opinions on the proposal on the company’s 2021 class II restricted stock incentive plan (Revised Draft) > and its summary
(1) The company’s adjustment of the restricted stock incentive plan for 2021 is based on the approval opinions of the state owned assets supervision and Administration Commission of the State Council and combined with the actual situation of the company, in order to better implement the restricted stock incentive plan, further improve the corporate governance structure and establish and improve the company’s long-term incentive mechanism, Attracting and retaining excellent talents and effectively integrating the personal interests of shareholders, the company and core employees are conducive to the sustainable development of the company. Notice of the people’s Republic of China on the implementation of equity incentive plan for listed companies of the people’s Republic of China Relevant laws, such as the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises, the guidelines for the implementation of equity incentive work by listed companies controlled by central enterprises, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guidance for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information, etc Regulations and normative documents; The granting arrangement and attribution arrangement of restricted shares to each incentive object (including the granting quantity, granting date, granting conditions, granting price, vesting period, vesting conditions and other matters) did not violate the provisions of relevant laws, regulations and normative documents, and did not damage the interests of the company and all shareholders.
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents. The company has the subject qualification to implement the 2021 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”).
(3) After verification, the incentive objects determined by the company this time have the qualifications specified in the securities law of the people’s Republic of China, the articles of association and other laws, regulations and normative documents; There is no case that the securities exchange, CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months, there is no case that the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months, and there is no case that the company is not allowed to serve as a director of the company according to the laws of the Cayman Islands where the company is registered The situation of senior managers and the situation that they are not allowed to participate in the equity incentive of listed companies as stipulated by laws and regulations, and there are no circumstances that prohibit the granting of equity incentive as stipulated in the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) and other laws, regulations and normative documents, The incentive objects meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and their subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
(4) The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
(5) The formulation and review process of the incentive plan 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, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and so on.
To sum up, we unanimously agree to the revision of the incentive plan of the company and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on the measures for the implementation and evaluation of the company’s incentive plan for class II restricted stocks in 2021 (Revised Version)
The measures for the assessment of the implementation of the second type of restricted stock incentive plan in 2021 (Revised Draft) is an adjustment to the revision of the original incentive plan and assessment measures according to the reply opinions of the state owned assets supervision and Administration Commission of the State Council, and complies with the provisions of the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents.
To sum up, we unanimously agree with the company’s revision of the implementation assessment measures and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the proposal on the list of incentive objects of the company’s class II restricted stock incentive plan in 2021 (Revised Version)
After the preliminary verification of the list of incentive objects (Revised Draft) of the company’s restricted stock incentive plan in 2021, we believe that the personnel listed in the list of incentive objects revised by the company’s restricted stock incentive plan have the qualifications specified in the securities law of the people’s Republic of China, the articles of association and other laws, regulations and normative documents, There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated by the law of the Cayman Islands where the company is registered; There are no circumstances in which the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations, meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and meet the incentive object scope specified in the company’s restricted stock incentive plan 2021 (Revised Draft) and its summary, As the incentive object of the company’s restricted stock incentive plan, its subject qualification is legal and effective. The company will publicize the names and positions of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days.
In conclusion, we believe that the company’s revision of the list of incentive objects does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. We unanimously agree with the company’s revision of the list of incentive objects.
4、 Independent opinions on the proposal on confirming daily connected transactions in 2021 and expected daily connected transactions in 2022
We believe that the amount of related party transactions of the company in 2021 is based on the fair market price, and there is no case that damages the interests of the listed company and all shareholders.
According to the articles of association and other provisions of the company, the amount of related party transactions involved in this time accounts for a small proportion of similar business income, so it is not necessary to submit it to the general meeting of shareholders for deliberation. The related party transactions expected to occur in 2022 are necessary for the company’s daily production and operation. The related transactions follow the principle of consensus and fair transaction, and the transaction price is determined according to the market price, which will not have an adverse impact on the company and its financial status and operating results, and is in the interests of the company and all shareholders, The company’s main business will not rely on related parties due to the above transactions and will not affect the independence of the company. Therefore, we agree that the company will confirm the daily related party transactions in 2021 and the daily related party transactions in 2022.
5、 Independent opinions on the proposal on the prediction of external guarantee amount of the company and its subsidiaries in 2022
We believe that the external guarantee amount of the company and its subsidiaries in 2022 is a reasonable estimate made in combination with the development plan of the company in 2022 to meet the capital needs of the company and its subsidiaries for daily operation and business development and ensure the smooth development of the company’s business. The guaranteed objects within the listed amount are the holding subsidiaries of the company, The company has formal and substantive control over the guaranteed company. The company operates normally and continuously, and the risks are generally controllable. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, we agree with the expected external guarantee amount of the company and its subsidiaries in 2022.
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