China Resources Microelectronics Limited(688396)
Report of independent directors on restricted shares of the company in 2021
Verification comments on incentive plan (Revised Draft)
Since China Resources Microelectronics Limited(688396) (hereinafter referred to as " China Resources Microelectronics Limited(688396) " or "the company") does not have a board of supervisors, the independent directors shall, in accordance with the securities law of the people's Republic of China (hereinafter referred to as "the securities law") and the measures for the administration of equity incentive of listed companies (hereinafter referred to as "the administrative measures") Relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the "Listing Rules"), the self regulatory guide for listed companies on the Kechuang board No. 4 - disclosure of equity incentive information, and the relevant provisions of the Seventh Revised and restated memorandum of Association and articles of Association (hereinafter referred to as the "articles of association"), The company has verified the incentive plan for class II restricted shares in 2021 (Revised Draft) (hereinafter referred to as the "incentive plan"), and the verification opinions are as follows:
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws and regulations, including:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
The company is qualified to implement the equity incentive plan.
2. The incentive objects determined in the incentive plan of the company do not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within 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) Having the circumstances that the company is not allowed to serve as a director or senior manager of the company under the laws of the Cayman Islands where the company is registered;
(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 incentive object does not include the independent directors and supervisors of the company (the company does not set up a board of supervisors).
The incentive objects meet the incentive object conditions specified in the administrative measures and the listing rules, and meet the incentive object scope specified in the company's incentive plan. Their subject qualification as the incentive object of the company's restricted stock incentive plan is legal and effective. The company will publicize the names 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. Independent directors will disclose the review opinions on the list of incentive objects and the explanation of their publicity before the shareholders' meeting deliberates the equity incentive plan.
3. The formulation, review process and contents of the company's incentive plan comply with the provisions of relevant laws, regulations and normative documents such as the securities law, administrative measures, listing rules and so on; The granting arrangement and attribution arrangement of restricted shares to each incentive object (including the granting quantity, granting date, granting conditions, granting price, attribution conditions and other matters) do not violate the provisions of relevant laws and regulations, and do not infringe the interests of the company and all shareholders. The relevant proposals of this restricted stock incentive plan can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval. 4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The implementation of equity incentive plan by the company can improve the incentive mechanism of the company and the distribution mechanism combining incentive and restraint, so as to form a community of interests between managers and shareholders, improve management efficiency and level, which is conducive to the sustainable development of the company, and there is no obvious damage to the interests of listed companies and all shareholders.
To sum up, we unanimously agree with the company's 2021 class II restricted stock incentive plan (Revised Draft).
China Resources Microelectronics Limited(688396) independent directors: Xia Zhengshu, Zhang Zhigao, Yang Min February 22, 2022
