Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Independent opinions of independent directors on matters related to the second meeting of the third board of directors
(February 22, 2022)
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 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”) As an independent director of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as the “company”), the guiding opinions on the establishment of independent director system in listed companies and other laws, regulations and normative documents, as well as the articles of association of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as the “articles of association”) and other relevant provisions, We have carefully reviewed the matters related to the second meeting of the third board of directors submitted by the company. Based on the principle of independent and objective judgment, we express independent opinions on the relevant proposals in the board of directors as follows:
1、 Independent opinions on the proposal on adjusting the grant price of restricted stock incentive plan in 2020 and 2021
The company’s adjustment of the grant price of the restricted stock incentive plan in 2020 and 2021 complies with the relevant laws and regulations and the relevant provisions of the restricted stock incentive plan in 2020 (Draft) and the restricted stock incentive plan in 2021 (Draft), which will be held at the company’s first extraordinary general meeting in 2021 The fourth extraordinary general meeting of shareholders in 2021 is within the scope of authorization of the board of directors of the company, and has performed the necessary examination and approval procedures. There is no situation that damages the interests of the company and all shareholders. The independent directors unanimously agreed that the grant price (including reserved grant) of the restricted stock incentive plan in 2020 was adjusted from 50 yuan / share to 49.7 yuan / share, from 65 yuan / share to 64.7 yuan / share, and the grant price (including reserved grant) of the restricted stock incentive plan in 2021 was adjusted from 50 yuan / share to 49.7 yuan / share.
2、 Independent opinions on the proposal on granting restricted shares to incentive objects and reserving some restricted shares in the 2021 restricted stock incentive plan
With regard to matters related to the company’s plan to grant reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), all independent directors agree that:
1. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, the board of directors determined that the grant date of the reserved part in the incentive plan of the company was February 22, 2022, which was in line with the administrative measures and other laws Regulations and normative documents and the relevant provisions on the grant date in the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its abstract.
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 granted with reserved restricted shares determined by the company comply with the relevant laws and regulations such as the company law, the securities law and the articles of association on the relevant qualifications of the incentive plan, the incentive object conditions specified in the management measures and the scope of incentive objects specified in the incentive plan, As the reserved part of the company’s restricted stock incentive plan in 2021, its subject qualification for granting incentive objects is legal and effective.
4. The company’s implementation of equity incentive plan is conducive to further establish and improve the long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and employees’ personal interests, and make all parties pay attention to the long-term development of the company. In conclusion, we believe that the company’s restricted stock incentive plan is conducive to the formation of a long-term incentive and restraint mechanism for core backbone talents and promote the long-term sustainable development of the company, without damaging the interests of the company and all shareholders, especially minority shareholders. To sum up, we believe that the grant conditions for the reserved part of the company’s incentive plan have been met, and agree that the company will set February 22, 2022 as the reserved grant date, and agree to grant the reserved 105000 restricted shares at 49.7 yuan / share to the five eligible incentive objects. After the deliberation and approval of the board of directors, among the 3.2 million shares of the company’s restricted stock incentive plan in 2021, 2.56 million shares have been granted for the first time, and 640000 shares reserved have been granted.
3、 Independent opinions on the proposal on granting restricted shares to incentive objects and reserving some restricted shares in the second phase of 2021 restricted stock incentive plan
With regard to matters related to the company’s plan to grant reserved restricted shares to the incentive objects of the second phase of the restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”), all independent directors unanimously agree that:
1. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, the board of directors determined that the grant date of the reserved part in the incentive plan of the company was February 22, 2022, which was in line with the administrative measures and other laws Regulations and normative documents and the relevant provisions on the grant date in the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its abstract.
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 granted with reserved restricted shares determined by the company comply with the relevant laws and regulations such as the company law, the securities law and the articles of association on the relevant qualifications of the incentive plan, the incentive object conditions specified in the management measures and the scope of incentive objects specified in the incentive plan, Its subject qualification as the incentive object granted in the reserved part of the company’s phase II restricted stock incentive plan in 2021 is legal and effective.
4. The company’s implementation of equity incentive plan is conducive to further establish and improve the long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and employees’ personal interests, and make all parties pay attention to the long-term development of the company. In conclusion, we believe that the company’s restricted stock incentive plan is conducive to the formation of a long-term incentive and restraint mechanism for core backbone talents and promote the long-term sustainable development of the company, without damaging the interests of the company and all shareholders, especially minority shareholders. To sum up, we believe that the grant conditions for the reserved part of the company’s incentive plan have been met, and agree that the company will set February 22, 2022 as the reserved grant date, and agree to grant the reserved 620000 shares at 90 yuan / share to 57 eligible incentive objects. After the deliberation and approval of the board of directors, among the 3.6 million shares of the company’s phase II restricted stock incentive plan in 2021, 2.88 million shares have been granted for the first time, 720000 shares have been reserved, and the remaining 100000 shares are to be granted.
(no text below)
(there is no text on this page, which is the signature page of independent opinions of independent directors of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. on matters related to the second meeting of the third board of directors) independent directors:
Cai Yimao
February 22, 2022
(there is no text on this page, which is the signature page of independent opinions of independent directors of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. on matters related to the second meeting of the third board of directors) independent directors:
Jun Ning Chen
February 22, 2022
(there is no text on this page, which is the signature page of independent opinions of independent directors of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. on matters related to the second meeting of the third board of directors) independent directors:
Qiu Yunliang
February 22, 2022
