Securities code: 688521 securities abbreviation: Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) Announcement No.: 2022-011 Xinyuan Microelectronics (Shanghai) Co., Ltd
Announcement of resolutions of the 29th 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、 Convening of board meeting
The notice of the 29th meeting of the first board of directors of Xinyuan Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as “the company”) was issued on January 20, 2022 and held by teleconference and written voting in the company’s conference room on January 21, 2022. 9 directors should attend the meeting and 9 actually attended the meeting. The meeting was presided over by the chairman, Mr. Wayne Wei Ming Dai. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws and regulations and the articles of association of Xinyuan Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as the “articles of association”), and the resolutions formed by voting were legal and effective. 2、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, the following resolutions were formed: (I) the proposal on Exempting the notice time of this board meeting from the requirements of the articles of association was considered and adopted
Agree to waive the notice period of this meeting, and recognize that the convening, convening and voting procedures of this meeting of the board of directors are legal and effective.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) the proposal on adjusting the company’s restricted stock incentive plan in 2022 was deliberated and adopted. In view of the fact that 6 of the incentive objects granted for the first time in the company’s restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”) no longer meet the qualification of incentive objects due to their resignation from the company, it is agreed that the number of incentive objects granted for the first time in the incentive plan The list and the number of restricted shares granted to each incentive object shall be adjusted. 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 corresponding to the above six incentive objects will be adjusted according to the factors such as entry years, position importance, job performance, etc, Adjust the allocation to other incentive objects determined in the 2022 restricted stock incentive plan (Draft) of Xinyuan Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as the “incentive plan”), 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 remain unchanged. In addition to the above adjustments, other contents of the incentive plan are consistent with the incentive plan deliberated and adopted 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.
Directors Wayne Wei Ming Dai (Dai Weimin), Wei Jin Dai (Dai Weijin) and Shi Wenxi are the incentive objects of this incentive plan and avoid voting on the above proposals.
Voting results: 6 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
For details, please refer to the company’s website at Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on matters related to the adjustment of the company’s restricted stock incentive plan in 2022 (Announcement No. 2022-014). (III) deliberated and passed the proposal on granting restricted shares to incentive objects for the first time
In accordance with the measures for the administration of equity incentive of listed companies, the relevant provisions of the company’s incentive plan and its abstract and the authorization of the company’s first extraordinary general meeting in 2022, the board of Directors considers that the first grant conditions specified in the incentive plan have been met, and agrees to take January 21, 2022 as the first grant date of the incentive plan, and the grant price is 39 yuan / share, 3.43 million restricted shares were issued to 1099 incentive objects. Directors Wayne Wei Ming Dai (Dai Weimin), Wei Jin Dai (Dai Weijin) and Shi Wenxi are the incentive objects of this incentive plan and avoid voting on the above proposals.
Voting results: 6 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
For details, please refer to the company’s website at Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on granting restricted shares to incentive objects for the first time (Announcement No. 2022-013).
It is hereby announced.
Board of directors of Xinyuan Microelectronics (Shanghai) Co., Ltd. January 22, 2022
