Securities code: China Resources Microelectronics Limited(688396) securities abbreviation: China Resources Microelectronics Limited(688396) Announcement No.: 2022021 China Resources Microelectronics Limited(688396)
Announcement on granting restricted shares to incentive objects for the first time
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.
Important content tips:
Restricted stock grant date: March 16, 2022
Number of restricted stock grants: 11.812 million shares
Equity incentive method: the second type of restricted stock
According to the provisions of China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan (Revised Draft) (hereinafter referred to as the "incentive plan"), the conditions for granting China Resources Microelectronics Limited(688396) (hereinafter referred to as " China Resources Microelectronics Limited(688396) " or "the company") restricted stock incentive plan in 2021 have been completed. According to the authorization of the company's first extraordinary general meeting in 2022, On March 16, 2022, the 28th meeting of the first board of directors of the company deliberated and approved the proposal on granting restricted shares to incentive objects for the first time, and determined March 16, 2022 as the grant date to grant 11812000 restricted shares to 1273 incentive objects at the grant price of 34.10 yuan / share. The relevant matters are explained as follows:
1、 Restricted stock grants
(I) decision-making procedures and information disclosure performed in this restricted stock grant
1. On December 24, 2021, the 25th meeting of the first board of directors of the company deliberated and approved the proposal on the company's incentive plan for class II restricted stocks in 2021 (Draft) and its summary, and the proposal on the implementation and assessment method of the company's incentive plan for class II restricted stocks in 2021. The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 25, 2021 Relevant announcements were disclosed.
2. On February 15, 2022, the company received the reply of the state owned assets supervision and Administration Commission of the State Council on China Resources Microelectronics Limited(688396) implementing the incentive plan for class II restricted stocks (gzkp [2022] No. 49) forwarded by China Resources (Group) Co., Ltd. the state owned assets supervision and Administration Commission of the State Council agreed in principle to the implementation of the incentive plan for class II restricted stocks. The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 16, 2022 The announcement of China Resources Microelectronics Limited(688396) on the approval of the restricted stock incentive plan in 2021 by the state owned assets supervision and Administration Commission of the State Council (Announcement No.: 2022003) was disclosed.
3. On February 22, 2022, the 27th meeting of the first board of directors of the company deliberated and approved the proposal on the company's class II restricted stock incentive plan in 2021 (Revised Draft) and its summary, and the proposal on the measures for the implementation and evaluation of the company's class II restricted stock incentive plan in 2021 (Revised Draft). The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 23, 2022 Relevant announcements were disclosed.
4. From February 23, 2022 to March 4, 2022, the company publicized the list of some incentive objects granted by the incentive plan for the first time. During the publicity period, individual employees of the company asked the company about the determination rules and processes of incentive objects, and the company explained and explained the relevant questions of employees. As of the expiration of the publicity period, the company has not received other opinions. On March 5, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the publicity and verification opinions of China Resources Microelectronics Limited(688396) independent directors on the list of incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2022016). 5. On March 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company's 2021 class II restricted stock incentive plan (Revised Draft) and its summary, the proposal on the company's 2021 class II restricted stock incentive plan implementation assessment measures (Revised Draft), and the proposal on the company's 2021 class II restricted stock incentive plan management measures were reviewed and passed Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's class II restricted stock incentive plan in 2021. 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.
6. On March 12, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose China Resources Microelectronics Limited(688396) the self inspection report on the trading of the company's shares by insiders of the company's restricted stock incentive plan in 2021 (Announcement No.: 2022018).
7. On March 16, 2022, the 28th meeting of the first board of directors of the company deliberated and approved the proposal on adjusting the incentive plan of class II restricted stocks in 2021 and the proposal on granting restricted stocks to incentive objects for the first time. The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 17, 2022 Relevant announcements were disclosed.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
On March 16, 2022, according to the authorization of the general meeting of shareholders, the board of directors of the company deliberated and approved the proposal on adjusting the matters related to the incentive plan of class II restricted shares in 2021, which adjusted the number of incentive objects and the number to be granted under the equity incentive plan. 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. The lawyer issued a legal opinion. In addition to the above adjustments, the content of this grant is consistent with the relevant content of the incentive plan deliberated and approved at the first extraordinary general meeting of shareholders in 2022. (III) statement of the board of directors on meeting the grant conditions
According to the provisions of the grant conditions in the incentive plan, the company can grant restricted shares to the incentive object according to the plan only when the company and the incentive object meet the following conditions at the same time. On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
1. The company is not under any of the following circumstances:
(1) The financial and accounting 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;
(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, 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 company shall meet the following conditions:
(1) The corporate governance structure is standardized, the shareholders' meeting, the board of directors and the management are well organized and their responsibilities are clear. External directors (including independent directors) account for more than half of the members of the board of directors;
(2) The remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
(3) Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
(4) The development strategy is clear, the asset quality and financial status are good, and the business performance is stable; No financial violations and bad records in recent three years;
(5) Other conditions stipulated by the securities regulatory authority.
3. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, they have been identified as inappropriate candidates by the CSRC and its dispatched offices;
(3) Administrative punishment or punishment by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months
(4) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(5) Violating the provisions of relevant laws and regulations and the articles of association of listed companies;
(6) During his term of office, he has caused losses to the listed company due to illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the operation and technical secrets of the listed company, carrying out related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company;
(7) In the latest fiscal year of the granting date, the individual performance appraisal results of the incentive object have not been below C (partially qualified);
(8) Other circumstances recognized by the CSRC.
During the implementation of the plan, if the incentive object becomes an independent director of the company, a shareholder or actual controller holding more than 5% of the shares alone or in total, as well as his spouse, parents and children, the company shall not grant restricted shares to him. 4. Performance conditions granted by the company
At the granting time point of restricted shares, the audited financial data of the company in the latest fiscal year (i.e. 2020) shall meet the following conditions at the same time before the grant can be implemented:
(1) The return on net assets attributable to the parent company shall not be less than 7%, and shall not be lower than the 50th percentile of the benchmarking enterprise or the industry average; (2) The three-year compound growth rate of net profit attributable to the parent company (i.e. the compound growth rate in 2020 compared with that in 2017) shall not be less than 25%, and shall not be lower than the 50th percentile of the benchmarking enterprise or the industry average;
(3) The turnover rate of accounts receivable shall not be lower than 6.1, and shall not be lower than the 50th percentile of the benchmarking enterprise or the industry average. After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The granting conditions of the incentive plan have been met.
(IV) clear opinions of independent directors on whether the grant meets the conditions
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. (V) specific conditions of the first grant
1. Grant date: March 16, 2022
2. Number of shares granted: 11.812 million shares
3. Number of persons granted: 1273
4. Grant price: 34.10 yuan / share
5. Stock source: the company issues A-share common stock of Shanghai Stock Exchange science and innovation board to the incentive object.
6. Validity period, vesting period and vesting arrangement of incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive objects meet the corresponding attribution conditions. If the incentive objects are directors and senior managers of the company, the restricted shares obtained by directors and senior managers shall not be vested in the following periods:
(1) 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) 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 should disclose in accordance with the listing rules. If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
The vesting period and arrangement of restricted shares granted for the first time in the incentive plan are as follows:
The proportion of the number of vested rights and interests in the total amount of granted rights and interests
The first vesting period starts from the date of grant
