Shanghai Fullhan Microelectronics Co.Ltd(300613) independent director
Independent opinions on matters related to the 24th Meeting of the third board of directors
As an independent director of Shanghai Fullhan Microelectronics Co.Ltd(300613) (hereinafter referred to as “the company”), we have carefully reviewed the relevant materials provided by the company. In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association and other relevant provisions, and based on the principle of diligence, objectivity and impartiality, Based on our independent judgment, we hereby express the following independent opinions on the relevant matters considered at the 24th Meeting of the third board of directors of the company:
1、 Independent opinions on the company’s 2022 stock option incentive plan (Draft) and its abstract
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
2. The incentive objects of this stock option incentive plan meet the qualifications specified in 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 administrative measures, the articles of association and other laws, regulations and normative documents. The determined incentive objects are the current core management personnel and core technical (business) personnel of the company (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children).
The incentive object does 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) Those who are not allowed to serve as directors 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.
3. The contents of the company’s 2022 stock option incentive plan (Draft) and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and so on; The grant arrangement and exercise arrangement of stock options for each incentive object (including grant amount, grant date, grant conditions, exercise price, waiting period, exercise period, exercise conditions and other matters) do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company’s implementation of this stock option incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, after careful review, all our independent directors agree that the company’s stock option incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects granted by the company’s stock option incentive plan meet the conditions for becoming the incentive object of stock option stipulated in laws, regulations and normative documents. Therefore, we unanimously agree that the company will implement this equity incentive, and agree to submit the proposal on the company’s stock option incentive plan in 2022 (Draft) and its summary to the general meeting of shareholders for deliberation.
2、 Independent opinions on the company’s measures for the administration of the implementation and assessment of the 2022 stock option incentive plan. The company’s stock option assessment indicators are divided into two levels: the company level performance assessment and the individual level performance assessment.
The company level performance assessment selects the operating revenue growth rate. The operating revenue growth rate index is an important symbol to measure the business status and market share of the enterprise, and predict the future business development trend and growth of the enterprise. The company has set performance assessment objectives at the company level for this stock option incentive plan, comprehensively considering the realization possibility and incentive effect on the company’s employees, and the relevant indicators are set reasonably and scientifically.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the exercise conditions according to the performance evaluation results of the incentive object in the previous year.
In conclusion, after careful review, all our independent directors agree that the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, has a restrictive effect on Incentive objects, and can achieve the assessment purpose of the incentive plan, And agreed to submit the proposal on the company’s measures for the administration of the implementation and assessment of the 2022 stock option incentive plan to the general meeting of shareholders for deliberation.
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