Securities code: Shanghai Fullhan Microelectronics Co.Ltd(300613) securities abbreviation: Shanghai Fullhan Microelectronics Co.Ltd(300613) Shanghai Fullhan Microelectronics Co.Ltd(300613)
2022 stock option incentive plan
(Draft)
March, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. All incentive objects of the company promise that if they do not comply with the rights and interests granted or the rights and interests exercise arrangement due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 The incentive plan is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, other relevant laws, regulations and normative documents, as well as the Shanghai Fullhan Microelectronics Co.Ltd(300613) articles of association.
2、 The incentive tool adopted in this incentive plan is stock option. The stock source is the company’s directional issuance of Shanghai Fullhan Microelectronics Co.Ltd(300613) (hereinafter referred to as ” Shanghai Fullhan Microelectronics Co.Ltd(300613) ,” the company “or” the company “) A shares of common stock to the incentive object.
3、 The incentive plan plans to grant 1.8 million stock options to the incentive objects, accounting for 1.5% of the company’s total share capital of 120230912 shares at the time of announcement of the draft incentive plan (since Fuhan convertible bonds are in the stock conversion period, the total share capital referred to in the draft is the number of shares on March 4, 2022). 1.74 million shares were granted for the first time, accounting for about 1.45% of the total share capital of the company when the draft incentive plan was announced, and about 96.67% of the total equity to be granted this time; 60000 shares are reserved, accounting for about 0.05% of the total share capital of the company at the time of announcement of the draft incentive plan, and the reserved part accounts for about 3.33% of the total equity granted this time. When the exercise conditions are met, each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price during the exercise period.
The company’s 2020 stock option incentive plan (Revised Draft) and 2021 stock option incentive plan (Draft) are still under implementation. As of the disclosure date of this incentive plan, 3417314 rights and interests are still valid, accounting for 2.84% of the company’s total share capital at the time of announcement of this incentive plan. The total number of shares involved in the equity incentive plan within the whole validity period of the company does not exceed 20% of the total share capital of the company. The number of stock options granted to any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company.
During the period from the announcement date of the draft incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of stock options and the total number of underlying shares involved will be adjusted accordingly.
4、 The exercise price of the stock option (including the reserved part) granted by the stock of the incentive plan is 124.23 yuan / share.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the exercise price of stock options will be adjusted accordingly.
5、 The total number of incentive objects granted by the incentive plan for the first time is 210, including the company’s core management personnel and core technical (business) personnel who worked in the company when the company announced the incentive plan. Excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
6、 The validity period of this incentive plan shall be no more than 60 months from the date of authorization of stock options to the date of exercise or cancellation of all stock options granted to the incentive object.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of incentives for listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial accounting report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include independent directors and supervisors of the company. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior officers of the company as stipulated in the company law;
(V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant stock options according to the incentive plan, including providing guarantee for its loans.
10、 The incentive object promises that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors to grant the incentive object according to relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and terminate the implementation of the plan, and the stock options not granted shall become invalid. According to the measures for the administration of equity incentives of listed companies and the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, the period during which rights and interests cannot be granted shall not be counted within 60 days.
The granting object of reserved rights and interests must be defined within 12 months after the plan is reviewed and approved by the general meeting of shareholders of the company.
13、 The implementation of this incentive plan will not lead to the requirement that the equity distribution does not meet the listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of the underlying shares of the stock option incentive plan Chapter VI timing of stock option incentive plan Chapter VII exercise price of stock options and determination method of exercise price Chapter VIII grant and exercise conditions of stock options Chapter IX adjustment methods and procedures of stock option incentive plan Chapter X accounting treatment of stock options Chapter XI implementation procedures of stock option incentive plan 23 Chapter XII respective rights and obligations of the company / incentive object 26 Chapter XIII handling of changes in the company / incentive object 28 chapter XIV Supplementary Provisions thirty-one
Chapter I interpretation
Unless otherwise specified, the following words and expressions have the following meanings in this article: Shanghai Fullhan Microelectronics Co.Ltd(300613) , the company, the company and the listed company refer to Shanghai Fullhan Microelectronics Co.Ltd(300613)
This incentive plan refers to the 2022 stock option incentive plan of the company
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the provisions of the incentive plan, the incentive objects of the company during the assessment period of the incentive plan refer to the core management personnel and core technical (business) personnel of the company (excluding independent directors and supervisors)
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The term of validity refers to the period from the date of authorization of the stock option to the date of full exercise or cancellation of the stock option
Waiting period refers to the period between the grant date of stock option and the vesting date of stock option
According to the stock option incentive plan, the incentive object exercises its own stock exercise right, which refers to the behavior of the option. In this incentive plan, exercise right is the incentive object’s behavior of purchasing the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Shanghai Fullhan Microelectronics Co.Ltd(300613) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the incentive plan
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 managers 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, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal income and contribution, this incentive plan is formulated in accordance with the company law, the securities law, the administrative measures, the listing rules, the guide to self regulatory supervision and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. Board of directors
