Securities code: 688396 securities abbreviation: China Resources Microelectronics Limited(688396) Announcement No.: 2022-008
China Resources Microelectronics Limited(688396)
2021 restricted stock incentive plan (Revised Draft) summary announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Equity incentive: the second type of restricted stock.
Source of shares: China Resources Microelectronics Limited(688396) (hereinafter referred to as ” China Resources Microelectronics Limited(688396) ” or “the company”) issues A-share ordinary shares of the company’s science and Innovation Board of Shanghai Stock Exchange to the incentive object.
Total equity of equity incentive and total number of underlying shares involved:
The China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan (Revised Draft) (hereinafter referred to as “the incentive plan” or “the plan”) intends to grant restricted shares to incentive objects, involving a total of no more than 15036900 shares, accounting for about 1.1391% of the company’s total share capital of 1.32 billion shares 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 announcement of the draft plan and about 20.00% of the total number of shares granted this time.
The incentive plan has been approved by the state owned assets supervision and Administration Commission of the State Council and needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Purpose of equity 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 of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”), and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic), notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies, notice on matters related to the further implementation of equity incentive by central enterprise holding listed companies, and guidelines for the implementation of equity incentive by central enterprise holding listed companies The incentive plan is formulated in accordance with the self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “regulatory guidelines”) and other relevant laws, regulations and normative documents, as well as the provisions of the company’s memorandum of association and articles of association revised and restated for the seventh time (hereinafter referred to as the “articles of association”).
2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive tool adopted in this plan is the second type of restricted stock. After meeting the corresponding vesting conditions, the incentive objects who meet the vesting conditions of the incentive plan will obtain the A-share common shares of the science and Innovation Board of Shanghai Stock Exchange issued by the company in batches at the vesting price during the vesting period, 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.
(II) source of underlying stock
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-share common stock on the science and Innovation Board of Shanghai Stock Exchange to the incentive object.
3、 Number of rights and interests to be granted
The total number of subject shares involved in the restricted shares to be granted to the incentive objects in the plan shall not exceed 15036900 shares, accounting for about 1.1391% of the company’s total share capital of 1.32 billion shares 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 announcement of the draft plan and about 20.00% of the total number of shares granted this time. 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.
During the validity period of the plan, in case of capital reserve converted into share capital, distribution of stock dividends, share subdivision or reduction, allotment and other matters, the number of grants will be adjusted accordingly with reference to the relevant provisions of the plan.
4、 Determination basis and scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects.
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the relevant laws, regulations, normative documents such as the securities law, the administrative measures, the listing rules, the regulatory guide and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects involved in the first grant of the incentive plan are the company’s directors, senior managers, core technicians, and core managers, technicians and operators that the board of directors deems necessary to be encouraged (excluding independent non-executive directors, shareholders who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children). (II) scope of incentive objects.
The first part of the incentive plan is granted to a total of 1300 people, accounting for about 12.1% of the total number of employees of the company at the time of announcement of the draft plan, including directors and senior managers, core technicians and other personnel deemed necessary by the board of directors.
The above incentive objects do not include independent directors, 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. Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the lawyer’s professional opinion and legal opinion are issued, the company shall timely and accurately disclose relevant information on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The incentive objects of reserved restricted shares shall be determined with reference to the criteria for the first grant.
The above incentive objects include some foreign employees. The reason why the company includes them in this incentive plan is that foreign incentive objects play an important role in the company’s technology R & D, product iteration and renewal and business expansion outside China, providing a strong guarantee for the company’s R & D level to maintain an advanced position in the industry, Enable the company to maintain and improve the international competitive level of products and the company’s international market position.
Therefore, the implementation of incentives for foreign employees is an important means to attract and retain foreign employees, which reflects the company’s equal policy for Chinese and foreign employees; It is also an effective measure for the company to achieve sustainable development, which will further promote the construction and stability of the company’s core talent team, so as to contribute to the long-term development of the company.
(III) distribution of restricted shares.
The granting and distribution of restricted shares under the plan is shown in the table below:
Name and position proportion of restricted shares granted to restricted shares granted to total number of votes (10000 shares) on the day of announcement of the incentive plan proportion of total share capital
1、 Directors and senior management
Li Hong, director and chief operating officer 7.97 0.530% 0.0060%
Vice President Ma Weiqing 4.86 0.323% 0.0037%
Yao Donghan, vice president 4.86 0.323% 0.0037%
Duan Jun, vice president 4.32 0.287% 0.0033%
Li Ge, vice president and general counsel 4.32 0.287% 0.0033%
Wu Guoyi, director, chief financial officer and board of directors 3.65 0.243% 0.0028%
secretary
Subtotal (6 persons) 29.98 1.994% 0.0227%
2、 Core technical personnel
Su Wei’s core technicians 3.54 0.235% 0.0027%
Fang Hao’s core technicians 3.54 0.235% 0.0027%
Wu Jianzhong core technicians 3.54 0.235% 0.0027%
Youyong core technicians 2.94 0.196% 0.0022%
Zhang Sen’s core technicians 2.94 0.196% 0.0022%
Luo Xiancai core technicians 2.94 0.196% 0.0022%
Zheng Chenyan core technicians 2.94 0.196% 0.0022%
Ding Dongmin core technicians 2.37 0.158% 0.0018%
Liu Hongchao core technicians 2.37 0.158% 0.0018%
Li Yongqiang core technicians 2.37 0.158% 0.0018%
Wu Quanqing core technicians 2.37 0.158% 0.0018%
Xia Changfeng core technicians 2.37 0.158% 0.0018%
Core technicians (12 persons) 34.23 2.276% 0.0259%
3、 Other incentive objects
Technical R & D backbone (875 people) 757.77 50.394% 0.5740%
Other backbone (407 persons) 380.97 25.336% 0.2886%
4、 Reserved quota 300.74 20.000% 0.2278%
Total (1300 persons) 1503.69 100.000% 1.1391%
Note:
1. The shares of the company granted to any of the above incentive objects through all the equity incentive plans (if any) within the validity period shall not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The incentive objects granted for the first time in the plan do not include independent non-executive directors, shareholders who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors and the professional opinions and legal opinions of lawyers are issued, the company shall disclose relevant information in a timely and accurate manner on the designated website as required.
4. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(IV) verification of incentive objects
After the plan is reviewed and approved by the board of directors, the company will publicize the list of incentive objects internally for a period of no less than 10 days. After the publicity period, the company will announce the publicity results according to the internal feedback information before the shareholders’ meeting considers the incentive plan.
(V) during the implementation of the equity incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the management measures and the incentive plan, the incentive object shall not be granted restricted shares. The restricted shares granted but not yet vested shall be cancelled and invalid.
5、 Relevant schedule of the plan
(I) validity period of the plan
