Verification opinions of the board of supervisors of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. on the list of incentive objects reserved for the second phase of the company’s restricted stock incentive plan in 2021 (as of the grant date)
The board of supervisors of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as the “company”) shall, 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”) and the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Relevant laws, such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the business guide for information disclosure of companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “business guide”) Laws and regulations, normative documents and relevant provisions of the articles of association of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as the “articles of association”) have reviewed the list of incentive objects reserved for the second phase of the company’s restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”) as of the grant date, and the verification opinions are as follows:
1. The incentive objects reserved and granted in this incentive plan meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, meet the incentive object scope specified in the incentive plan, and their subject qualification as the incentive object of this incentive plan of the company is legal and effective.
2. The company and the incentive objects reserved for grant in the incentive plan have not been prohibited from granting rights and interests, and the grant conditions specified in the incentive plan of the company have been met.
2.1 the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
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, the 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.
2.2 the incentive objects reserved and granted in this incentive plan are not under any of 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 Those who are not allowed to serve as supervisors or senior managers of the company as stipulated in the company law;
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.
2.3 the incentive objects reserved and granted in this incentive plan do not include the company’s independent supervisors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
3. The board of supervisors of the company checked the grant date of the incentive plan and considered that the grant date of the incentive plan was determined as February 22, 2022, which was in line with the relevant provisions on the grant date in the measures for the administration of equity incentive of listed companies, the incentive plan and its abstract.
To sum up, the board of supervisors agreed that the grant date of the reserved restricted shares granted to the incentive objects in this incentive plan was February 22, 2022, and agreed 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.
Board of supervisors of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. February 24, 2022
