Securities code: 688521 securities abbreviation: Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) Announcement No.: 2022-014 Xinyuan Microelectronics (Shanghai) Co., Ltd
About adjusting the company’s restricted stock incentive plan in 2022
Announcement of relevant matters
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.
Xinyuan Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as “the company”) held the 29th meeting of the first board of directors and the 19th meeting of the first board of supervisors on January 21, 2022, and deliberated and adopted the proposal on adjusting the company’s restricted stock incentive plan in 2022. The relevant matters are described as follows: I. the relevant approval procedures for the equity incentive plan have been performed
(I) 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 < Xinyuan Microelectronics (Shanghai) Co., Ltd The proposal on the first granting of the list of incentive objects in the restricted stock incentive plan of Co., Ltd. in 2022, the board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
(II) 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.
(III) from January 5, 2022 to January 14, 2022, the company publicized the names and positions of the incentive objects proposed in 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).
(IV) 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.
(V) 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).
(VI) 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. 2、 Reasons and results of adjustment
In view of the fact that 6 of the first granted incentive objects determined in the 2022 restricted stock incentive plan of Xinyuan Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as “the incentive plan”) no longer meet the qualification of incentive objects due to resignation from the company, the board of directors of the company shall, in accordance with the relevant authorization of the first extraordinary general meeting of shareholders in 2022, The 29th meeting of the first board of directors and the 19th meeting of the first board of supervisors were held on January 21, 2022. The proposal on adjusting the company’s restricted stock incentive plan in 2022 was considered and adopted to adjust the number and list of incentive objects granted for the first time in the incentive plan and the number of restricted shares granted to each incentive object. 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.
The adjusted incentive objects belong to the scope of incentive objects specified in the incentive plan approved by the company’s first extraordinary general meeting in 2022. In addition to the above adjustments, other contents of this incentive plan are consistent with the contents of the 2022 restricted stock incentive plan approved by the company’s first extraordinary general meeting in 2022. According to the authorization of the company’s first extraordinary general meeting in 2022, this adjustment does not need to be submitted to the company’s general meeting for deliberation. 3、 Impact of this adjustment on the company
The company’s adjustment to the matters related to the restricted stock incentive plan in 2022 will not have a material impact on the company’s financial status and operating results. 4、 Opinions of independent directors
The company’s adjustment of the number and list of incentive objects granted for the first time in the restricted stock incentive plan in 2022 and the number of restricted shares granted to each incentive object comply with the relevant provisions on the adjustment of incentive plan in the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, Necessary procedures have been performed.
The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. 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 damage to the interests of the company and shareholders. After this adjustment, the number of incentive objects granted for the first time in the incentive plan will be adjusted from 1105 to 1099. The shares of restricted shares to be granted to the above six incentive objects will be adjusted according to the entry age, position importance, job performance and other factors, Adjust the allocation to other incentive objects determined in the 2022 restricted stock incentive plan (Draft) of Xinyuan Microelectronics (Shanghai) Co., Ltd., and the total amount of restricted shares to be granted, the total amount of restricted shares granted for the first time and the total amount of restricted shares reserved in this incentive plan will remain unchanged.
We agree to the company’s adjustment on matters related to the restricted stock incentive plan in 2022. 5、 Opinions of the board of supervisors
The board of supervisors of the company believes that the company’s adjustment to the matters related to the incentive plan complies with the relevant provisions on the adjustment of the incentive plan in the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, and has performed the necessary procedures. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. 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 damage to the interests of the company and shareholders. After this adjustment, part of the incentive objects granted in this incentive plan for the first time 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 according to the factors such as entry years, position importance, job performance and so on, Adjust the allocation to other incentive objects determined in the 2022 restricted stock incentive plan (Draft) of Xinyuan Microelectronics (Shanghai) Co., Ltd., the total number of restricted shares is 4012500 and the number of restricted shares granted for the first time is 3430000, and the number of reserved restricted shares remains unchanged.
The board of supervisors agreed to the company’s adjustment of matters related to the restricted stock incentive plan in 2022. 6、 Opinion of independent financial adviser
As an independent financial consultant, Shanghai Rongzheng Investment Consulting Co., Ltd. believes that as of the date of this report, the adjustment of the company’s matters related to the restricted stock incentive plan in 2022 is in line with the relevant provisions of the measures for the administration of equity incentive of listed companies, the 2022 restricted stock incentive plan (Draft) of Xinyuan Microelectronics (Shanghai) Co., Ltd. and its abstract, There is no situation that damages the interests of shareholders of the company. The adjusted incentive objects meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies, the 2022 restricted stock incentive plan (Draft) of Xinyuan Microelectronics (Shanghai) Co., Ltd. and its abstract, and they are legal and effective as the incentive objects of this incentive plan. 7、 Conclusion of lawyer’s legal opinion
The lawyer of Shanghai Fangda law firm believes that as of the issuance date of this legal opinion, the incentive plan, the adjustment and the first grant have obtained the necessary approval and authorization, and comply with the relevant provisions of the administrative measures, the listing rules, the regulatory guide and the incentive plan; The content of this adjustment does not violate the relevant provisions of the management measures and the incentive plan; The grant date of the first grant of the incentive plan does not violate the relevant provisions on the grant date in the administrative measures and the incentive plan; As of the first grant date, the grant conditions of this incentive plan have been met, and the company’s granting of restricted shares to incentive objects does not violate the relevant provisions of the administrative measures and the incentive plan
It is hereby announced.
Board of directors of Xinyuan Microelectronics (Shanghai) Co., Ltd. January 22, 2022
