Securities code: Shanghai Fullhan Microelectronics Co.Ltd(300613) securities abbreviation: Shanghai Fullhan Microelectronics Co.Ltd(300613) Announcement No.: 2022007 bond Code: 123122 bond abbreviation: Fuhan convertible bond
Shanghai Fullhan Microelectronics Co.Ltd(300613)
Announcement on the resolution of the 24th Meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The 24th Meeting of the third board of directors of Shanghai Fullhan Microelectronics Co.Ltd(300613) (hereinafter referred to as “the company”) was convened and presided over by Mr. Yang Xiaoqi, chairman of the board of directors. The notice of the meeting was sent by telephone, written, e-mail and other means on February 28, 2022. The board meeting was held in the company’s conference room on March 7, 2022 by means of on-site and communication. There were 9 directors who should attend and 9 actually attended. The convening, convening and voting of the meeting comply with the company law and other laws and regulations and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on the company’s 2022 stock option incentive plan (Draft) and its summary was deliberated and adopted
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 management personnel and core technical (business) personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, The remuneration and assessment committee of the board of directors of the company formulated the 2022 stock option incentive plan (Draft) and its abstract in accordance with relevant laws and regulations, and the independent directors expressed their independent opinions. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Issued the 2022 stock option incentive plan (Draft) and its abstract.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022 was reviewed and approved
In order to ensure the smooth progress of the company’s 2022 stock option incentive plan and the realization of the company’s development strategy and business objectives, the company hereby formulates the management measures for the implementation and assessment of 2022 stock option incentive plan according to the provisions of relevant laws and regulations and the actual situation of the company. The independent directors expressed their independent opinions on this. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Management measures for the implementation and assessment of 2022 stock option incentive plan issued.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2022 stock option incentive plan was deliberated and adopted
In order to specifically implement the company’s 2022 stock option incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the implementation of the incentive plan:
(1) Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: 1) authorize the board of directors to determine the authorization date of the stock option incentive plan;
2) Authorize the board of directors to adjust the number of stock options according to the methods specified in the stock option incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and so on;
3) Authorize the board of directors to adjust the exercise price of stock options in accordance with the methods specified in the stock option incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
4) Authorize the board of directors to grant stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant registration, including signing the stock option grant agreement with the incentive object;
5) Authorize the board of directors to decide whether the incentive object can exercise the right, review and confirm the exercise qualification and exercise conditions of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee to exercise the right; 6) Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise, applying to the registration and settlement company for handling relevant registration and settlement business, amending the articles of association and handling the change registration of the company’s registered capital;
7) Authorize the board of directors to handle the exercise of stock options that have not been exercised;
8) Authorize the board of directors to decide on the change and termination of the incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, handling the inheritance of the stock options of the deceased incentive object that have not been exercised, and terminating the company’s stock option incentive plan;
9) Authorize the board of directors to manage and adjust the company’s stock option incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of this incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
10) Authorize the board of directors to distribute and adjust the total amount of equity incentive among incentive objects according to the established methods and procedures before the grant of rights and interests;
11) Authorize the board of directors to implement other necessary matters required by the stock option incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
(2) Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on this equity incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan. (3) To request the general meeting of shareholders to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan;
(4) Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of this equity incentive plan.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The proposal on convening the company’s first extraordinary general meeting in 2022 was deliberated and adopted. The company will hold the first extraordinary general meeting in Shanghai Fullhan Microelectronics Co.Ltd(300613) 2022 on March 23, 2022. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
It is hereby announced.
Shanghai Fullhan Microelectronics Co.Ltd(300613) board of directors March 7, 2022
