China Resources Microelectronics Limited(688396)
Type II restricted stock incentive plan in 2021
(Revised Draft)
February, 2002
statement
1. The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan (Revised Draft), and bear legal liabilities for the authenticity, accuracy and integrity of its contents in accordance with the law.
2. All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
hot tip
1、 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 core team, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, and enable all parties to 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 incentive and restraint, In accordance with the securities law of the people's Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, 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 the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies This incentive plan is formulated in accordance with the provisions of relevant laws, regulations and normative documents 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 by listed companies controlled by central enterprises, the guidelines for the self discipline supervision of listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information, and the articles of association.
2、 The incentive tool adopted in this plan is the second type of restricted stock. The stock source is China Resources Microelectronics Limited(688396) (hereinafter referred to as "the company" or "the company") to issue A-share common stock of the company's science and Innovation Board of Shanghai Stock Exchange to the incentive object.
After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the additional A-share common shares of the science and Innovation Board of Shanghai Stock Exchange at the grant price in installments, and these shares will be registered in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment.
3、 The total number of subject shares involved in the restricted shares granted to incentive objects in the plan shall not exceed 15036900 shares, accounting for about 1.1391% of the total share capital of the company at the time of announcement of the draft plan. Among them, the total number of shares granted for the first time shall not exceed 12.0295 million, accounting for about 0.9113% of the total share capital of the company at the time of announcement of the draft plan and about 80.00% of the total number of shares granted this time; The total number of reserved shares shall not exceed 3.074 million, accounting for about 0.2278% of the total share capital of the company at the time of the announcement of the draft plan and about 20.00% of the total number of shares granted this time. It is used for the attraction and incentive of talents, mainly new core backbone personnel. The reserved rights and interests of this part will be clearly granted within 12 months after the incentive plan is considered and approved by the general meeting of shareholders.
Without the approval of the special resolution of the general meeting of shareholders, the total cumulative shares obtained by any incentive object through this plan and other effective equity incentive plans (if any) of the company shall not exceed 1% of the total share capital of the company; The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company.
4、 The company has no board of supervisors, and the incentive objects participating in the incentive plan do not include the independent non-executive directors of the company. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there is no situation specified in Article 35 of the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic). The incentive objects granted for the first time in this incentive plan include: 1 Directors and senior executives of the company: Directors and members of the leading group of the company (but excluding independent directors and external directors).
2. Core technical personnel of the company.
3. Other personnel deemed necessary by the board of directors, including core management, technical and operational personnel.
The total number of incentive objects granted by the above restricted stock incentive plan is 1300, accounting for about 12.1% of the total number of employees of the company at the time of announcement of the draft plan.
The reserved incentive objects shall be determined by the board of directors of the company within 12 months after the deliberation and approval of the general meeting of shareholders with reference to the granting conditions of the incentive plan, excluding the incentive objects granted for the first time.
5、 The grant price of restricted shares granted for the first time is 34.10 yuan / share.
From the announcement date of the draft incentive plan to the time when the incentive object is granted restricted shares, and from the time when the incentive object is granted restricted shares to the time when the incentive object is vested, the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares and the reduction of shares, and the corresponding grant price will be adjusted with reference to the relevant provisions of the plan.
6、 The validity period of the incentive plan shall be no more than 72 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 All the funds of the incentive object participating in the plan shall be self raised. The company promises not to provide loans and other forms of financial assistance for the incentive object according to the participation in the plan, including providing guarantee for its loans.
9、 After the draft of the incentive plan is prepared by the company's remuneration and assessment committee and submitted to the board of directors for deliberation and approval, it can be implemented only after meeting the following conditions: it is approved by the competent department of state-owned assets and / or authorized subject, and it is deliberated and approved by the general meeting of shareholders of the company.
10、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan and the granting conditions are met, the company will convene the board of directors to grant the incentive object according to relevant regulations, and complete the announcement and other relevant procedures.
11、 The implementation of this incentive plan will not result in the company's equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V incentive tools, underlying stocks and sources Chapter VI number and distribution of restricted shares granted Chapter VII timing of this incentive plan Chapter VIII restricted stock grant price Chapter IX conditions for granting and vesting restricted shares Chapter 10 accounting treatment of restricted stocks and its impact on the company's performance Chapter 11 adjustment methods and procedures of restricted stocks Chapter XII implementation procedures of restricted shares 36 Chapter XIII rights and obligations of the company and incentive objects Chapter XIV handling methods under special circumstances 43 Chapter 15 Supplementary Provisions forty-nine
Chapter I interpretation
Unless otherwise specified, the following terms and expressions appearing in this plan will be interpreted as follows: "this plan" refers to the China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan (Revised Draft) (hereinafter referred to as "incentive plan", "restricted stock incentive plan" or "restricted stock plan").
"Company", also known as "the company", refers to China Resources Microelectronics Limited(688396) (hereinafter referred to as "China Resources micro").
"Restricted shares" and "class II restricted shares" refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan and meet the corresponding attribution conditions or in batches.
"Incentive object" refers to the company's directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged in accordance with the provisions of the plan.
"Grant date" refers to the date on which the company grants restricted shares to incentive objects, which must be the trading day.
"Grant price" refers to the price of each restricted stock granted by the company to the incentive object. "Grant conditions" refers to the conditions that the company and the incentive object can grant restricted shares in accordance with the plan only after meeting certain conditions.
"Validity period" refers to the period from the date of the grant of restricted shares to the expiration of the ownership or invalidation of all the restricted shares granted to the incentive object, which shall not exceed six years.
"Ownership" refers to the behavior that the listed company registers the shares in the account of the restricted stock incentive object after the incentive object meets the benefit conditions.
"Vesting conditions" refers to the benefit conditions set up by the restricted stock incentive plan and the incentive object is to obtain the incentive shares.
"Vesting date" refers to the date on which the restricted stock incentive object is granted shares after meeting the benefit conditions
The date of completion of registration must be the trading day.
"Assessment period" refers to the period from grant to vesting of restricted stocks. According to the vesting arrangement of restricted stocks, it is divided into three assessment periods. The first assessment period is from the date of grant to the last day of 24 months after the date of grant; The second assessment period is from the first day of 24 months after the grant date to the last day of 36 months after the grant date; The third assessment period is from the first day after 36 months after the grant date to the last day within 48 months after the grant date.
"Administrative measures" refers to the administrative measures for equity incentive of listed companies. "Listing Rules" refers to the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange. "Regulatory guidelines" refers to the self regulatory guidelines for companies listed on the science and Innovation Board No. 4 - disclosure of equity incentive information.
"Articles of association" refers to the amended and restated memorandum and articles of association of China Resources Microelectronics Limited (China Resources Microelectronics Co., Ltd.) in force in accordance with the company law of the Cayman Islands.
"State owned controlling shareholder" refers to CRH (Microelectronics) Limited and China Resources Group (Microelectronics) Co., Ltd.
"CSRC" means the China Securities Regulatory Commission. "Stock Exchange" means Shanghai Stock Exchange.
"Yuan" means RMB.
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in mantissa between the sum of partial total and each detailed number is caused by rounding.
Chapter II purpose of the incentive plan
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 core team, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, and enable all parties to 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 incentive and restraint, In accordance with the securities law, the administrative measures, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, the listing rules, the regulatory guidelines and other relevant laws The incentive plan is formulated in accordance with the regulations, normative documents and the articles of association.
As of the announcement date of this incentive plan, the company has no other effective equity incentive system arrangements for directors, senior managers, core technicians and employees.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive plan, submitting it to the general meeting of shareholders of the company for deliberation and approval by the competent department of state-owned assets and / or authorized subject, and handling relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
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