Rockchip Electronics Co.Ltd(603893) independent director
Independent opinions on matters related to the seventh meeting of the third board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and the Rockchip Electronics Co.Ltd(603893) articles of Association (hereinafter referred to as the “articles of association”), and other relevant provisions, As an independent director of Rockchip Electronics Co.Ltd(603893) (hereinafter referred to as “the company”), we have carefully reviewed the relevant materials provided by the company and, based on independent and objective judgment, issued the following independent opinions on the relevant matters considered at the seventh meeting of the third board of directors of the company:
1、 Independent opinions on Rockchip Electronics Co.Ltd(603893) 2022 stock option and restricted stock incentive plan (Draft) and its abstract
1. The drafting and deliberation process of the Rockchip Electronics Co.Ltd(603893) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its summary comply with the provisions of the administrative measures and other relevant laws, regulations and normative documents.
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects of the first grant of stock option and restricted stock incentive plan in 2022 have the qualifications specified in the company law, management measures, articles of association and other laws, regulations and normative documents. The incentive objects granted for the first time are the company’s core technical personnel, technical backbone personnel and business backbone personnel (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children). The incentive object does not have the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months; (2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (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 the equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC. All the listed personnel meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the company’s equity incentive plan. Their subject qualification as incentive objects of the company’s stock option and restricted stock incentive plan is legal and effective.
4. The contents of the company’s incentive plan comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and so on; The granting arrangements, exercise arrangements and lifting of restrictions on the sale of stock options and restricted shares of each incentive object (including the granting amount, granting date, exercise / grant price, waiting / restriction period, exercise / lifting of restriction period, exercise / lifting of restriction conditions and other matters) do not violate the provisions of relevant laws and regulations, and do not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects granted for the first time.
6. The company’s implementation of the 2022 stock option and restricted stock incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s key personnel’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. To sum up, we unanimously agree to the proposal on and its summary, and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the Rockchip Electronics Co.Ltd(603893) 2022 administrative measures for the implementation and assessment of stock options and restricted stock incentives
The assessment indicators of the company’s stock options and restricted stocks are divided into two levels: the company level performance assessment and the individual level performance assessment. The establishment of the assessment indicators complies with the basic provisions of laws and regulations and the articles of association.
The performance indicators at the company level are the growth rate of operating revenue or the growth rate of net profit. Both indicators can reflect the profitability and growth of the enterprise and establish a better image of the capital market. The determination of specific values comprehensively considers the macroeconomic environment, industry development, market competition and the company’s future development plan and other relevant factors, comprehensively considers the realization possibility and incentive effect on the company’s employees, and the index setting is reasonable and scientific. After reasonable prediction and considering the incentive effect of the incentive plan, the company has set performance targets for the incentive plan, which take the net profit in 2021 as the base, the net profit growth rate from 2022 to 2024 shall not be less than 20%, 44% and 73% respectively, or the operating revenue growth rate from 2022 to 2024 shall not be less than 20%, 44% and 73% respectively.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for exercising rights / lifting sales restrictions according to the performance evaluation results of the incentive object in the previous year.
To sum up, the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan. We agree to the proposal on the administrative measures for the implementation and evaluation of stock option and restricted stock incentive plan in 2022 and agree to submit it to the general meeting of shareholders of the company for deliberation.
Independent directors: Huang xingshuang, Gao Qiquan January 25, 2022
