Securities code: 688099 securities abbreviation: Amlogic (Shanghai) Co.Ltd(688099) Announcement No.: 2022-002 Jingchen semiconductor (Shanghai) Co., Ltd
Announcement of resolutions of the 15th meeting of the second board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its contents.
The 15th meeting of the second board of supervisors of Jingchen semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as “the company”) was held by means of communication voting on December 30, 2021. All supervisors unanimously agreed to waive the advance notice period of the meeting of the board of supervisors and send the notice of convening the meeting to all supervisors by means of communication, All supervisors present at the meeting have known the necessary information related to the matters discussed. The meeting was convened and presided over by Ms. Li Xianyi, chairman of the board of supervisors. There should be 3 supervisors and 3 actual supervisors. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws, regulations The resolutions made in the departmental rules and the articles of association of Jingchen semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as the “articles of association”) are legal and effective.
The meeting considered and adopted the following proposals by voting:
1、 The proposal on granting reserved restricted shares to incentive objects was deliberated and adopted
1. The board of supervisors of the company checked whether the reserved granting conditions of the company’s restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”) have been achieved, and considered that:
1.1 the incentive objects reserved and granted in the incentive plan meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws, regulations and normative documents, and meet the incentive object conditions specified in the incentive plan.
1.2 the company does not have the circumstances that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(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 China Securities Regulatory Commission (hereinafter referred to as “CSRC”). 1.3 the incentive objects of the reserved grant part of the incentive plan are not allowed to become incentive objects as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
(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.
1.4 the incentive objects reserved and granted in this incentive plan do not include the company’s 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.
1.5 the list of incentive objects reserved for granting restricted shares in this incentive plan is consistent with the criteria for determining incentive objects specified in the 2021 restricted stock incentive plan approved by the company’s first extraordinary general meeting in 2021.
The incentive objects reserved for grant in this incentive plan have the qualifications specified in the company law, the securities law of the people’s Republic of China, the articles of association and other laws, regulations and normative documents, and meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of Shanghai Stock Exchange on the science and innovation board, It complies with the scope of incentive objects specified in the company’s 2021 restricted stock incentive plan (Draft) and its summary, and its subject qualification as the incentive object of the company’s 2021 restricted stock incentive plan is legal and effective.
2. The board of supervisors of the company checked the reserved granting date of the incentive plan and considered that the reserved granting date of the incentive plan was determined as December 30, 2021:
(1) Comply with the measures for the administration of equity incentive of listed companies and the relevant provisions on the grant date in the company’s 2021 restricted stock incentive plan (Draft) and its abstract;
(2) The conditions for the incentive object to be granted restricted shares in this incentive plan have been met.
The board of supervisors agreed to the list of incentive objects reserved for grant in the company’s incentive plan, agreed that the reserved grant date of the company’s incentive plan was December 30, 2021, and agreed to grant 1078500 restricted shares to 114 class I incentive objects at the grant price of 65.08 yuan / share.
For details, please refer to the company’s website at Shanghai Stock Exchange (www.sse. Com.. CN.) Disclosed Amlogic (Shanghai) Co.Ltd(688099) announcement on granting reserved restricted shares to incentive objects (Announcement No.: 2022-003). Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Board of supervisors of Jingchen semiconductor (Shanghai) Co., Ltd. January 4, 2022
