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Stock code: 688008 Stock abbreviation: Montage Technology Announcement No.: 2024-071
Montage Technology Co., Ltd
Announcement of the resolution of the first meeting of holders of the employee stock ownership plan in 2024
The board of directors and all directors of the company guarantee that the content of this announcement does not contain any false records and misleading statements
or material omissions, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with law.
1. The convening of the meeting of holders
Montage Technology Co., Ltd. (hereinafter referred to as the "Company") 2024 Employee Stock Ownership Plan (hereinafter referred to as the "Employee Stock Ownership Plan" or "Employee Stock Ownership Plan") First Holders Meeting (hereinafter referred to as the "Holdings").
Someone Meeting" or "Meeting") was held by correspondence on November 4, 2024. This meeting is organized by the company
The secretary of the board of directors convened and presided over the meeting, and a total of 56 holders and their agents attended the meeting, representing 298 million shares of the employee stock ownership plan, accounting for 100% of the total shares of the employee stock ownership plan. The convening, convening and voting procedures of the meeting are in accordance with relevant laws and regulations and the relevant provisions of the Employee Stock Ownership Plan.
2. Deliberations at the meeting of holders
1. Reviewed and approved the "On the Establishment of the Company's 2024 Employee Stock Ownership Plan Management Committee and Election Management Committee".
Members' Motions》
In order to promote the efficiency of the day-to-day management of the Company's employee stock ownership plan, in accordance with the relevant provisions of Montage Technology's 2024 Employee Stock Ownership Plan (Draft) and Montage Technology's 2024 Employee Stock Ownership Plan Management Measures, it is agreed to establish an Employee Stock Ownership Plan Management Committee as the day-to-day management and supervision body of the employee stock ownership plan and exercise shareholder rights on behalf of the holders.
The Employee Stock Ownership Plan Management Committee is composed of 3 members, and it is agreed to elect Gong Fang, Liang Bocobalt and Lin Lichan as members of the Employee Stock Ownership Plan Management Committee, and set up 1 director of the Management Committee. The term of office of these individuals is consistent with the duration of this ESOP.
The proposal was unanimously approved by the holders and their representatives attending the meeting.
2. Reviewed and approved the "About Authorizing the Management Committee of the Company's 2024 Employee Stock Ownership Plan to Handle Employee Stock Ownership".
Motions on Matters Related to the Scheme》
In order to ensure the smooth progress of the Employee Stock Ownership Plan, it is proposed to submit to the Holders' Meeting to authorize the Management Committee of the Company's Employee Stock Ownership Plan to handle matters including but not limited to the following:
(1) Responsible for convening the meeting of holders and implementing the resolutions of the meeting of holders;
(2) Conduct day-to-day management of the employee stock ownership plan on behalf of all holders;
(3) exercising shareholder rights on behalf of all holders;
(4) Purchasing the underlying stock at the right time, selling the underlying stock held by the employee stock ownership plan at the right time, and managing the distribution of rights and interests in the employee stock ownership plan; Under normal circumstances, the Management Committee shall sell all the underlying shares held by the ESOP within 12 months after the end of the lock-up period, and if the Management Committee believes that the aforementioned sale period needs to be extended in case of changes in market conditions, it shall submit an extension proposal to the shareholders' meeting one month in advance, and the shareholders' meeting will discuss and decide whether to extend the sale period;
(5) In accordance with the provisions of the employee stock ownership plan, review and determine the distribution/redistribution plan for the shares that are waived and the shares recovered due to personal changes, etc.;
(6) Decide on the disqualification of the holder in accordance with the provisions of the employee stock ownership plan;
(7) Handle the filing, change and inheritance registration of employee stock ownership plan shares;
(8) Formulate and implement the employee stock ownership plan to participate in the company's refinancing matters such as additional issuance, allotment of shares or issuance of convertible bonds during the duration of the company;
(9) liquidate or otherwise dispose of the ESOP property upon termination of the ESOP;
(10) Sign relevant documents on behalf of or entrust the company on behalf of the employee stock ownership plan;
(11) Other duties authorized by the meeting of holders;
(12) Other duties that should be performed by the Management Committee as stipulated in the Employee Stock Ownership Plan and relevant laws and regulations.
The proposal was unanimously approved by the holders and their representatives attending the meeting.
The announcement is hereby made.
Montage Technology Co., Ltd
Board of Directors
November 6, 2024
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