Independent director of Jingchen semiconductor (Shanghai) Co., Ltd
Independent opinions on relevant proposals of the 18th meeting of the second board of directors
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and other laws, regulations and normative documents, And the articles of association of Jingchen semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as the “articles of association”) and the working system of independent directors of Jingchen semiconductor (Shanghai) Co., Ltd. as independent directors of Jingchen semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as the “company”), we, On the relevant proposals considered at the 18th meeting of the second board of directors of the company, after consulting the relevant materials provided by the company and understanding the relevant situation, based on the position of independent judgment, the following independent opinions are expressed:
1、 Independent opinions on granting reserved restricted shares to incentive objects
The company intends to grant reserved restricted shares to the incentive objects reserved for grant in this incentive plan. We believe that:
1. According to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors determined that the grant date of some restricted shares reserved in the incentive plan of the company was December 30, 2021, which was in accordance with the administrative measures and other laws Regulations and relevant provisions on the grant date in the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”).
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 reserved and granted by the company this time comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, as well as the provisions on the qualification of the incentive plan in the articles of association, the incentive object conditions specified in the management measures and the scope of incentive objects specified in the incentive plan (Draft), Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2021 is legal and effective.
4. The company’s implementation of this incentive plan is conducive to further improving the corporate governance structure, establishing and improving the company’s incentive and restraint mechanism, enhancing the company’s management team and key employees’ sense of responsibility and mission for realizing the sustainable and healthy development of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
In conclusion, we agree that the grant date of restricted shares reserved in the incentive plan of the company is December 30, 2021, and we agree to grant 1078500 restricted shares to 114 class I incentive objects at the grant price of 65.08 yuan / share.
Independent directors: Gu Jiong, Zhang Kaihe December 30, 2021
