Securities abbreviation: Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) securities code: 688521 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Xinyuan Microelectronics (Shanghai) Co., Ltd
Restricted stock incentive plan for 2022
Matters related to adjustment and initial grant
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Opinions of independent financial advisor 5. Documents for future reference and consultation methods 11 I. interpretation 1 Listed company, company, the company, Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) : refers to Xinyuan Microelectronics (Shanghai) Co., Ltd. 2. Equity incentive plan, restricted stock incentive plan and incentive plan: refer to the restricted stock incentive plan of Xinyuan Microelectronics (Shanghai) Co., Ltd. in 2022. 3. Restricted stock, underlying stock and class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object meeting the grant conditions of the incentive plan after meeting the corresponding benefit conditions. 4. Incentive objects: directors, senior managers, technical backbone personnel and business backbone personnel of the company who can obtain restricted shares in accordance with the provisions of this incentive plan. 5. Grant date: refers to the date on which the company grants restricted shares to incentive objects. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 7. Validity period: the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 8. Ownership: refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions. 9. Vesting conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 10. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 11. Company Law: refers to the company law of the people’s Republic of China Securities Law: refers to the securities law of the people’s Republic of China Administrative measures: refers to the administrative measures for equity incentive of listed companies Listing Rules: refers to the Listing Rules of Shanghai Stock Exchange on the science and innovation board Regulatory guidelines: self regulatory guidelines for companies listed on the Kechuang board No. 4 – disclosure of equity incentive information 16 Articles of association: refers to the articles of association of Xinyuan Microelectronics (Shanghai) Co., Ltd CSRC: refers to the China Securities Regulatory Commission. 18. Stock Exchange: refers to Shanghai Stock Exchange. 19. RMB: refers to RMB.
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) . All parties involved in the incentive plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser’s report are legal, true, accurate, complete and timely, and there are no omissions, false or misleading statements, and their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the adjustment of the restricted stock incentive plan and the first grant are fair and reasonable to the shareholders of Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) and the impact on the shareholders’ rights and interests and the sustainable operation of the listed company, which does not constitute any investment suggestions for Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) and the possible risks arising from any investment decisions made by the investors according to this report, The independent financial advisor assumes no responsibility.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the adjustment of the restricted stock incentive plan and the first grant, and carefully reviewed the relevant materials. The scope of the investigation includes the articles of Association of the listed company, salary management measures, relevant board of directors The resolution of the general meeting of shareholders, the company’s financial report and the company’s production and operation plan during the relevant period, and have effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser’s report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser’s report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the listing rules, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor’s report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;
(III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Opinions of the independent financial adviser (I) approval procedures of the restricted stock incentive plan
The 2022 restricted stock incentive plan of Xinyuan Microelectronics (Shanghai) Co., Ltd. has fulfilled the necessary approval procedures:
1. On January 4, 2022, the company held the 28th meeting of the first board of directors, The proposal on reviewing the 2022 restricted stock incentive plan (Draft) and its summary of Xinyuan Microelectronics (Shanghai) Co., Ltd. and the proposal on reviewing the measures for the implementation and assessment of the 2022 restricted stock incentive plan of Xinyuan Microelectronics (Shanghai) Co., Ltd. were reviewed and approved Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 and other relevant proposals. The independent directors of the company expressed independent opinions on the proposals related to the incentive plan.
On the same day, the company held the 18th meeting of the first board of supervisors, The proposal on reviewing the 2022 restricted stock incentive plan (Draft) of Xinyuan Microelectronics (Shanghai) Co., Ltd. and its summary, the proposal on reviewing the measures for the implementation and assessment of the 2022 restricted stock incentive plan of Xinyuan Microelectronics (Shanghai) Co., Ltd., and the proposal on reviewing , and the board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On January 5, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-005) was disclosed. According to the entrustment of other independent directors of the company, Mr. Li Chen, the independent director, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the company’s 2022 restricted share incentive plan deliberated at the first extraordinary general meeting in 2022.
3. From January 5, 2022 to January 14, 2022, the company publicized the names and positions of the proposed incentive objects of the incentive plan within the company. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection to the proposed incentive object. On January 15, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022-008).
4. On January 20, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on reviewing the 2022 restricted stock incentive plan (Draft) and its summary of Xinyuan Microelectronics (Shanghai) Co., Ltd. and the proposal on reviewing the administrative measures for the implementation of the 2022 restricted stock incentive plan of Xinyuan Microelectronics (Shanghai) Co., Ltd. were reviewed and adopted Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022.
5. On January 21, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the trading of the company’s shares by insiders of the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022-010).
6. On January 21, 2022, the company held the 29th meeting of the first board of directors and the 19th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the company’s restricted stock incentive plan in 2022 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) This adjustment and the first granting of restricted shares to incentive objects have obtained the necessary approval and authorization, and comply with the relevant provisions of the administrative measures, listing rules and the incentive plan for restricted shares in 2022 (Draft) (hereinafter referred to as the “incentive plan (Draft)”. (II) adjustment of this restricted stock incentive plan
In view of the fact that 6 of the first granted incentive objects determined in the company’s incentive plan no longer meet the qualification of incentive objects due to resignation from the company, the board of directors of the company held the second 19th meeting of the first board of directors and the 19th meeting of the first board of supervisors on January 21, 2022 in accordance with the relevant authorization of the first extraordinary general meeting of shareholders in 2022, The proposal on adjusting the company’s restricted stock incentive plan in 2022 was reviewed and approved, and the number and list of incentive objects granted for the first time in this incentive plan and the number of restricted shares granted to each incentive object were adjusted. After this adjustment, the number of incentive objects granted for the first time in this incentive plan will be adjusted from 1105 to 1099. The shares of restricted shares to be granted corresponding to the above six incentive objects will be adjusted and allocated to other incentive objects determined in this incentive plan according to their entry years, position importance, work performance and other factors. The total amount of restricted shares to be granted in this incentive plan The total amount of restricted shares granted for the first time and the total amount of reserved restricted shares remain unchanged.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) the adjustment of matters related to the restricted stock incentive plan in 2022 complies with the relevant provisions of the administrative measures, the company’s incentive plan (Draft) and its summary, and there is no situation that damages the interests of the company’s shareholders. The adjusted incentive objects meet the incentive object conditions specified in the management measures, the company’s incentive plan (Draft) and its abstract, and they are legal and effective as the incentive objects of the incentive plan.
(III) description of the conditions of this restricted stock grant
According to the provisions of the incentive plan, restricted shares can be granted to the incentive object only when the following conditions are met at the same time:
(I) 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, 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 the CSRC.
(II) the incentive object does not have any of the following circumstances:
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 in 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.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) and its incentive objects have not been under any of the above circumstances, and the granting conditions of the company’s restricted stock incentive plan have been met. (IV) initial grant of restricted shares
1. Grant date: January 21, 2022
2. Number of granted shares: 3.43 million shares, accounting for about 0.69% of the company’s total share capital of 495168791 shares at the time of draft announcement
3. Number of persons granted: 1099
4. Grant price: RMB 39 / share
5. Stock source: the company issues A-share common stock to the incentive object
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The maximum period of restricted shares granted to the incentive object for the first time shall not exceed 48 months from the date of grant to the date of all ownership or invalidation of restricted shares.
(2) The restricted shares granted to the incentive object for the first time in the incentive plan will be vested in several times according to the agreed proportion after 12 months from the date of grant and the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
① Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the announcement date
