China Resources Microelectronics Limited
（ China Resources Microelectronics Limited(688396) ）
Report of independent directors on the 28th meeting of the first board of directors
Independent opinions on relevant matters
In accordance with the guidelines on the performance of duties of independent directors of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant laws In accordance with the provisions of laws and regulations and normative documents and the seventh amended and restated memorandum and articles of association of China Resources Microelectronics Limited ( China Resources Microelectronics Limited(688396) ) (hereinafter referred to as the "company") (hereinafter referred to as the "articles of association"), we are independent directors of the company, The 28th session of the independent board of directors expressed the following opinions on the relevant matters of the first session of the company:
1、 Independent opinions on the proposal on adjusting matters related to the incentive plan of class II restricted stocks in 2021
1、 The company's adjustment to the matters related to the second type of restricted stock incentive plan in 2021 complies with the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), and the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies Relevant laws, such as the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises, the guidelines for the implementation of equity incentive work by listed companies controlled by central enterprises, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guidance No. 4 of listed companies on the science and innovation board - disclosure of equity incentive information The regulations and normative documents, as well as the relevant provisions of the company's 2021 class II restricted stock incentive plan (Revised Draft), have fulfilled the necessary procedures.
2. This adjustment is within the scope of authorization of the company's first extraordinary general meeting in 2022. The adjustment procedure is legal and compliant, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
3. After this adjustment, part of the incentive objects granted in this incentive plan for the first time are confirmed to be 1273 people, and the number of restricted shares granted for the first time is confirmed to be 11.812 million shares. In addition to the above adjustments, other contents of the incentive plan are consistent with those deliberated and approved by the company's first extraordinary general meeting in 2022.
4. When the board of directors of the company deliberated on relevant proposals, the related directors have avoided voting, and the deliberation and decision-making procedures of the board of directors are legal and compliant.
In conclusion, we unanimously agree on the relevant matters of the proposal on adjusting the relevant matters of the restricted stock incentive plan in 2021.
2、 Independent opinions on the proposal on granting restricted shares to incentive objects for the first time
1. According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the incentive plan of the company was March 16, 2022, which was in line with the administrative measures for equity incentive of listed companies and other laws and regulations, as well as the relevant provisions on the grant date in the company's China Resources Microelectronics Limited(688396) 2021 restricted stock incentive plan (Revised Draft).
2. 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 and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan. 3. The incentive objects that the company determines to grant restricted shares for the first time comply with the relevant laws and regulations and the provisions on the qualification of the equity incentive plan in the articles of association, the incentive object conditions specified in the measures for the administration of equity incentive of listed companies, and the scope of incentive objects specified in the incentive plan, Its subject qualification as the incentive object of the company's restricted stock incentive plan in 2021 is legal and effective.
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 incentive plan is conducive to further improve the corporate governance structure, establish and improve the company's incentive and restraint mechanism, enhance the company's management team and key personnel's sense of responsibility and mission to realize 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.
6. When the board of directors of the company deliberated on relevant proposals, the related directors have avoided voting, and the deliberation and decision-making procedures of the board of directors are legal and compliant.
To sum up, we agree that the first grant date of the company's incentive plan is March 16, 2022, and agree to grant 11812000 restricted shares to 1273 incentive objects at the grant price of 34.10 yuan / share. (no text below)
