China Resources Microelectronics Limited(688396)
Independent directors’ proposal on the company’s restricted stock incentive plan in 2021
Verification opinions on the list of some incentive objects granted for the first time
Since China Resources Microelectronics Limited(688396) (hereinafter referred to as ” China Resources Microelectronics Limited(688396) ” or “the company”) does not have a board of supervisors, the independent directors shall, in accordance with the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as “the administrative measures”) Relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the “Listing Rules”), the self regulatory guide for listed companies on the Kechuang board No. 4 – disclosure of equity incentive information, and the relevant provisions of the Seventh Revised and restated memorandum of Association and articles of Association (hereinafter referred to as the “articles of association”), The company has verified the list of some incentive objects granted for the first time in the company’s 2021 class II restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”), and the verification opinions are as follows:
1. The company has not set up a board of supervisors, and the incentive objects participating in this incentive plan do not include the company’s supervisors and independent directors; Excluding shareholders who individually or jointly hold more than 5% of the company’s shares, actual controllers of the company and their spouses, parents and children.
2. Some incentive objects granted for the first time in this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
(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 managers 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
3. For the first time, the list of incentive objects granted by this incentive plan meets the qualifications specified in the securities law and other laws, regulations and normative documents as well as the articles of association of the company, and meets the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the listing rules of science and Innovation Board of Shanghai Stock Exchange, It complies with the scope of incentive objects specified in the company’s restricted stock incentive plan in 2021 (Revised Draft), and its subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
4. The list of incentive objects granted this time complies with the scope of incentive objects of the first grant specified in the 2021 restricted stock incentive plan (Revised Draft).
To sum up, we agree with the list of some incentive objects granted by the company for the first time in this incentive plan, 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.
China Resources Microelectronics Limited(688396) independent directors: Xia Zhengshu, Zhang Zhigao, Yang Min March 16, 2022
