Securities abbreviation: Amlogic (Shanghai) Co.Ltd(688099) securities code: 688099 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Jingchen semiconductor (Shanghai) Co., Ltd
Restricted stock incentive plan for 2021
Matters related to reservation grant
of
Independent financial advisor Report
December 2021
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Opinions of independent financial advisor 5. Documents for future reference and consultation methods 10 I. interpretation 1 Listed company, company, Amlogic (Shanghai) Co.Ltd(688099) : refers to Jingchen semiconductor (Shanghai) Co., Ltd. 2. Restricted stock incentive plan and this incentive plan refer to the restricted stock incentive plan of Jingchen semiconductor (Shanghai) Co., Ltd. in 2021. 3. Restricted stock, underlying stock and class II restricted stock: the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Incentive object: the technical backbone of the company who obtains restricted shares in accordance with the provisions of the incentive plan. 5. Grant date: refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 7. Validity period: refers to the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 8. Ownership: refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions. 9. Attribution conditions: refers to the benefit conditions established by the incentive plan and the incentive object is to obtain the incentive shares. 10. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 11. 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 Administrative measures: refers to the administrative measures for equity incentive of listed companies Listing Rules: refers to the Listing Rules of Shanghai Stock Exchange on the science and innovation board Disclosure Guide: refers to the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information 16 Articles of association: refers to the articles of association of Jingchen semiconductor (Shanghai) Co., Ltd CSRC: refers to the China Securities Regulatory Commission. 18. Stock Exchange: refers to Shanghai Stock Exchange. 19. RMB: refers to RMB.
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(i) The documents and materials on which the independent financial adviser’s report is based are provided by the company. All parties involved in the incentive plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
（2） The independent financial adviser only gives opinions on whether the matters related to the reserved grant of the incentive plan are fair and reasonable to the shareholders of the company, and the impact on the shareholders’ rights and interests and the sustainable operation of the listed company, which does not constitute any investment suggestions to the company and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
（3） The independent financial adviser has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial adviser’s report and make any explanation or explanation to the report.
（4） The independent financial adviser requests all shareholders of the listed company to carefully read the relevant information publicly disclosed by the listed company on the matters related to the reserved grant of the incentive plan.
（5） Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial adviser conducted an in-depth investigation on the matters involved in the reserved grant of the incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the procedures of the listed company, salary management measures, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, and effective communication with relevant personnel of listed companies. On this basis, this independent financial consultant report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser’s report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the listing rules, and based on the relevant materials provided by the listed company. 3、 Basic assumptions
The independent financial advisor’s report issued by the independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
（2） The information on which the independent financial adviser is based is authentic, accurate, complete and timely;
（3） The relevant documents issued by the listed company on the matters related to the reserved grant of this incentive plan are true and reliable;
（4） There are no other obstacles related to the reserved grant of the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（5） All parties involved in matters related to the reserved grant of the incentive plan can fully perform all obligations in good faith in accordance with the terms of the incentive plan and relevant agreements;
（6） There is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Opinions of the independent financial adviser (I) approval procedures of the incentive plan
Jingchen semiconductor (Shanghai) Co., Ltd. has fulfilled the necessary approval procedures for the restricted stock incentive plan in 2021:
1. On April 11, 2021, the company held the ninth meeting of the second board of directors, which deliberated and adopted the
<2021 年限制性股票激励计划（草案）>
And its abstract
<2021 年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive, etc. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders.
On the same day, the company held the eighth meeting of the second board of supervisors, which deliberated and adopted the
<2021年限制性股票激励计划（草案）>
And its abstract
<2021 年限制性股票激励计划实施考核管理办法>
Proposal on verification of the company
<2021 年限制性股票激励计划激励对象名单>
The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From April 13, 2021 to April 22, 2021, the company publicized the names and positions of the incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object. The company was posted on the website of Shanghai Stock Exchange (www.sse. Com.. CN.) on April 23, 2021 Disclosed the announcement and verification opinions of the Amlogic (Shanghai) Co.Ltd(688099) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021-018).
3. On April 13, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com.. CN.) The Amlogic (Shanghai) Co.Ltd(688099) announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021-009) was disclosed. According to the entrustment of other independent directors of the company, Mr. Zhang Kaihe, the independent director, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the 2021 fixed-term stock incentive plan deliberated at the first extraordinary general meeting in 2021.
4. On April 28, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the
<2021 年限制性股票激励计划（草案）>
And its abstract
<2021 年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive, etc. The company’s implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
5. On April 29, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com.. CN.) Disclose the Amlogic (Shanghai) Co.Ltd(688099) self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021-019).
6. On April 29, 2021, the company held the 12th meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the incentive plan of restricted stocks in 2021 and the proposal on granting restricted stocks to incentive objects. The independent directors of the company expressed independent opinions on the above proposal, and the board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
7. On August 27, 2021, the company held the 14th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the above proposal, and the board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
8. On December 30, 2021, the company held the 18th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the above proposal, and the board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Amlogic (Shanghai) Co.Ltd(688099) the reserved restricted shares granted to incentive objects have obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures, listing rules and the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”. （2） Differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
The content of this grant is consistent with the relevant content of the incentive plan approved by the first extraordinary general meeting of shareholders in 2021.
（3） Description of the conditions of this restricted stock grant
According to the provisions of the incentive plan (Draft), restricted shares can be granted to the incentive object only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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. The incentive object does not have any of the following situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Amlogic (Shanghai) Co.Ltd(688099) and its incentive objects have not been under any of the above circumstances, and the granting conditions of the company’s restricted stock incentive plan have been met. （4） Reserved grant of restricted shares
1. Reserved grant date: December 30, 2021
2. Reserved grant quantity: 1078500 shares will be granted to class I incentive objects
3. Number of reserved grants: 114
4. Reserved grant price: approved by the resolution of the board of directors, the grant price of reserved restricted shares to class I incentive objects is consistent with the first grant, which is 65.08 yuan / share
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, vesting period and vesting arrangement of the incentive plan
(1) The maximum period of restricted shares reserved for grant this time shall not exceed 60 months from the date of grant to the date when all restricted shares are vested or invalid.
(2) After 12 months from the date of grant, and after the incentive object meets the corresponding attribution conditions, the reserved restricted shares granted to the incentive object under the incentive plan will be attributed in batches according to the agreed proportion. The attribution date must be the trading day, but shall not be attributed within the following periods:
① Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 days before the announcement of the company’s performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are transactions or other major events that the company shall disclose in accordance with the listing rules.
The vesting period and arrangement of the reserved restricted shares granted to the incentive object are as follows:
Attribution arrangement
