Securities code: China Resources Microelectronics Limited(688396) securities abbreviation: China Resources Microelectronics Limited(688396) Announcement No.: 2022022 China Resources Microelectronics Limited(688396)
Announcement of resolutions of the 28th meeting of the first board of directors
The board of directors and all directors 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 integrity of its contents according to law.
1、 Meetings of the board of directors
China Resources Microelectronics Limited(688396) (hereinafter referred to as ” China Resources Microelectronics Limited(688396) ” or “the company”) held the 28th meeting of the first board of directors (hereinafter referred to as “the meeting”) on March 16, 2022 by combining on-site and communication (including network). The notice of this meeting was sent to all directors by telephone and email on March 11, 2022. The meeting was presided over by Mr. Chen Xiaojun, chairman of the company, and attended by Mr. Li Ge, general counsel of the company and other relevant personnel. The convening and convening procedures of the meeting comply with the laws of the Cayman Islands where the company is registered, the seventh amended and restated memorandum and articles of association of the company (hereinafter referred to as the “articles”), the rules of procedure of the board of directors and other relevant laws, administrative regulations, departmental rules and normative documents, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
The meeting was presided over by Mr. Li Hong, director and chief operating officer. After voting by all directors, the following resolutions were formed:
(I) deliberated and passed the proposal on adjusting the incentive plan of class II restricted stocks in 2021
Proposal content: since the company has held the first extraordinary general meeting of shareholders in 2022 on March 11, 2022, reviewed and approved the proposal on the company’s class II restricted stock incentive plan in 2021 (Revised Draft) and its summary and other proposals, the company plans to adjust the number of incentive objects and the number of grants to be granted under the equity incentive plan according to the actual situation. 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.
The incentive objects approved by the first extraordinary general meeting of shareholders in 2022 belong to the incentive scope of the company. In addition to the above adjustments, other contents of this grant are consistent with the relevant contents of the incentive plan deliberated and adopted at the first extraordinary general meeting of shareholders in 2022. Please refer to the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）The announcement of China Resources Microelectronics Limited(688396) on adjusting the incentive plan of restricted stocks in 2021 (Announcement No.: 2022020) disclosed.
Voting results: 7 in favor, 0 against and 0 abstention. Directors Li Hong and Wu Guoyi avoided voting. Independent directors have expressed their independent opinions on this matter.
(II) deliberated and passed the proposal on granting restricted shares to incentive objects for the first time
Content of the proposal: according to the measures for the administration of equity incentive of listed companies, the China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan (Revised Draft) and the authorization of the company’s first extraordinary general meeting in 2022, the company believes that the grant conditions stipulated in the 2021 restricted stock incentive plan have been met, and agrees to determine March 16, 2022 as the first grant date, A total of 11.812 million restricted shares were granted to 1273 incentive objects at the grant price of 34.10 yuan / share. Please refer to the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）The announcement of China Resources Microelectronics Limited(688396) on granting restricted shares to incentive objects for the first time (Announcement No.: 2022021) disclosed.
Voting results: 7 in favor, 0 against and 0 abstention. Directors Li Hong and Wu Guoyi avoided voting. Independent directors have expressed their independent opinions on this matter.
(III) deliberated and passed the proposal on the adjustment of the company’s organizational structure
Proposal content: the company has invested in the establishment of China Resources Microelectronics Limited(688396) Technology (Shenzhen) Co., Ltd. on January 7, 2022, and plans to manage it as a first-class organization of the company. The main responsibility of the new organization is to increase the business development of the company in Dawan district.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on formulating the authorization management system of the board of directors
Content of the proposal: in order to clarify the boundary between the rights and responsibilities of corporate governance subjects, standardize the authorized management behavior of the board of directors, promote the managers to exercise their powers and perform their duties according to law, improve the efficiency of business decision-making, and enhance the vitality of enterprise reform and development, in accordance with the company law of the people’s Republic of China, the law of the people’s Republic of China on state owned assets of enterprises and other relevant laws and regulations and the articles of association of the company, This system is formulated in combination with the actual situation of the enterprise.
Voting results: 9 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the formulation of professional manager management work plan and its key points. The content of the proposal: this system is formulated in accordance with the notice on printing and distributing the operation guidelines for the implementation of professional manager system in “double hundred enterprises” issued by the state owned Assets Supervision and Administration Commission of the State Council, the articles of association and other relevant laws, regulations and systems, and in combination with the actual situation of the enterprise.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
China Resources Microelectronics Limited(688396) board of directors March 17, 2022
