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Securities code: 688396 Securities abbreviation: China Resources Micro Announcement No.: 2025-005
China Resources Microelectronics Co., Ltd
Regarding the first grant portion of the Company's 2021 Class II Restricted Stock Incentive Plan
The second vesting period and the reserved portion of the first vesting period
Announcements that meet the vesting conditions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Number of restricted shares to be vested: 4,022,694 shares, of which 3,292,514 shares are granted for the first time,
730,180 shares are reserved for grant.
Source of Attributable Shares: China Resources Microelectronics Co., Ltd. (hereinafter referred to as "China Resources Microelectronics" or the "Company") issued A ordinary shares of the Company to the incentive recipients.
1. Approval and implementation of the equity incentive plan
(1) The plan and implementation procedures of the equity incentive plan
1. The main content of the equity incentive plan
(1) Equity incentive method: the second type of restricted stocks.
(2) Number of grants: 11.812 million shares were granted for the first time in this incentive plan, accounting for 0.8948% of the company's total share capital at the time of grant; 2,475,600 shares are reserved for grant in this incentive plan, accounting for 0.1875% of the company's total share capital at the time of grant;
(3) The grant price (adjusted) for the first grant is 33.62 yuan/share, and the grant price (adjusted) for the reserved grant part (adjusted): 27.56 yuan/share, that is, the first grant is partially granted after the grant conditions and vesting conditions are met
The incentive object can purchase the company's A shares of ordinary shares issued by the company to the incentive object at a price of 33.62 yuan per share, and the incentive object of the reserved grant part can purchase the company's A ordinary shares issued by the company to the incentive object at a price of 27.56 yuan per share.
(4) Number of incentives: 1,612, of which 1,273 were awarded for the first time, and incentives were reserved for granting
Object: 339.
(5) The vesting period and vesting arrangements for the restricted shares granted for the first time and reserved for grant under the incentive plan are as follows:
Vesting arrangements for the first grant of restricted shares:
Vesting arrangement for the first grant Vesting time The number of vesting rights and interests is accounted for
Proportion of total equity to be given
The first vesting period for the first grant is from the first trading day 24 months after the date of grant to 1/3 of the grant
The last trading day within 36 months from the date of grant
The second vesting period for the first grant is from the first trading day after 36 months from the date of grant to 1/3 of the grant
until the last trading day within 48 months from the date of grant
The third vesting period for the first grant is from the first trading day after 48 months from the date of grant to 1/3 of the grant
until the last trading day within 60 months from the date of grant
Vesting Arrangement for Reserved Restricted Shares:
The number of vested rights is accounted for
Reserve Vesting Arrangement Vesting time
Proportion of total equity to be given
From the first trading day after 24 months from the date of grant of the reservation
The first reservation vesting period is 1/3
Stay is granted until the last trading day within 36 months from the date of grant
From the first trading day after 36 months from the date of grant of the reservation
The second reservation vesting period is 1/3
Retention is granted until the last trading day within 48 months from the date of grant
From the first trading day after 48 months from the date of grant of the reservation
The third reservation vesting period is 1/3
The last trading day within 60 months from the date of grant of stay
(6) Company-level performance appraisal requirements and individual-level performance appraisal requirements
(1) Company-level performance appraisal requirements
For the first time, this incentive plan is granted to some companies, and the performance appraisal year is three fiscal years from 2022 to 2024.
The assessment is conducted once every fiscal year, and the company's performance appraisal target and the first time when part of the restricted stock vests are reserved
The grant is partially the same. The company's performance appraisal targets (audited) at the time of vesting of restricted shares are as follows:
1st vesting period 2nd vesting period 3rd vesting period
Metrics (vested in the previous year, i.e., 2022 (vested in the previous year, i.e., 2023 (vested in the previous year, i.e., 2024
year) year) year) year)
Not less than 7.2% and not less than not less than 7.3% and not less than not less than 7.4% and not less than
Net assets attributable to the parent company
Benchmarking 75th percentile or industry Benchmarking 75th percentile or industry Benchmarking 75th percentile or industry
Yield
Mean Mean Mean
Net profit attributable to the parent company
The top three are more awarded
Not less than 25% and not less than not less than 26% and not less than not less than 27% and not less than right
Year ( i.e
50th percentile of standard enterprises or 50th percentile of industry average enterprises or 50th percentile of industry average enterprises or industry average
2018-2020)
Value Value Value
Complex of the mean
Combined growth rate
Not less than 6.15 and not less than 6.2 and not less than 6.25 and not less than 6.25 and not less than Accounts receivable week
75th percentile or 75th percentile of industry average or 75th percentile of industry average or industry average
Conversion rate
Value Value Value
If the above three indicators reach the target value, the company's performance coefficient is 100%, otherwise it is 0.
The actual number of attributable restricted shares at the company level = the number of restricted shares attributable to the current plan× The company's performance coefficient
Notes:1. The "net profit" and "return on net assets" indicators are calculated based on the sum of net profit attributable to shareholders of the listed company
The weighted average net assets are used as the basis for the calculation. The calculation of the above assessment indicators does not include the incentive cost arising from the implementation of the incentive plan. "Accounts receivable" is calculated as the sum of "accounts receivable" and "notes receivable" in the balance sheet. 2. During the validity period of this incentive plan, if the company implements public or non-public offering, allotment and other matters that affect the change of net assets, the newly increased net assets and corresponding net profits shall not be included in the net assets and net profit during the validity period of this incentive plan in the performance appraisal
Calculation of the amount of profit gain. 3. The above industry averages are taken as the average values of companies under Wind's four-level industry classification of "semiconductor products" (excluding sample companies whose actual business conditions or products are quite different from the company). 4. During the validity period of this incentive plan, when calculating the 75th percentile and industry average of the benchmark enterprises, if the sample enterprises are delisted, there are major changes in the main business or major changes in the development of operating performance due to asset restructuring, or there are extreme situations in the operating performance results of the sample enterprises, the board of directors will deliberate to adjust or remove the extreme values of the sample. 5. When determining the compound growth rate, no calculation is made if the beginning or end of the period is negative.
The company's main business includes the design, production and sales of power semiconductors, intelligent sensors and intelligent control products, as well as the provision of manufacturing services such as open wafer fabrication, packaging and testing, and belongs to the semiconductor industry. According to the industry classification standard of the China Securities Regulatory Commission, the company belongs to the "computer, communication and other electronic equipment manufacturing industry" in the "manufacturing industry", and the industry code is "C39". The Company selects 20 leading semiconductor companies in China and overseas listed companies that are related to and comparable to the Company's main business in this industry classification as the Company's benchmarks, as follows:
Serial No. Securities Code Securities Abbreviation Serial Number Securities Code Securities Abbreviation
1 002079.SZ Suzhou Good-Technetium 11 300623.SZ Jiejie Microelectronics
2 002156.SZ Tongfu Microelectronics 12 300831.SZ Perry shares
3 002185.SZ Huatian Technology 13 603005.SH Jingfang Technology
4 300046.SZ Taiji shares 14 688286.SH Minxin shares
5 300373.SZ Yangjie Technology 15 688981.SH SMIC
6 600360.SH Hua Microelectronics 16 1347.HK Hua Hong Semiconductor
7 600460.SH Silan Micro 17 ON. o ON Semiconductor
8 600584.SH JCET 18 UMC. N UMC
9 002049.SZ Unisplendour 19 IFX. DF Infineon Technologies
10 300456.SZ Sai Microelectronics 20 6723.T Renesas Electronics
(2) Individual-level performance appraisal requirements
For the first time, this incentive plan grants part of the individual performance appraisal year for the three fiscal years of 2022-2024, and the reserved part of the individual performance appraisal year for the three fiscal years of 2023-2025, each fiscal year is assessed once. According to the results of the individual's annual performance appraisal, determine the actual attribution ratio of the incentive object:
Individual performance appraisal results for the accounting year Individual performance coefficient
A+ (Exceeds Requirement), A (Excellent), B (Pass) 100%
C (Partially passed) 80%
D (Fail) 0%
The actual annual attributable quantity of an individual = the number of restricted shares vested in the individual's current plan × the company's performance coefficient × the individual performance coefficient.
If part or all of the restricted shares attributable to the incentive object cannot be vested due to company-level assessment reasons, the part that cannot be attributed shall be invalid and cannot be deferred to subsequent years.
If it is difficult to achieve the purpose of the incentive plan due to changes in the economic situation, market conditions and other factors, the board of directors and/or the general meeting of shareholders of the company may decide to cancel the vesting or terminate the incentive plan for one or more batches of restricted shares that have not yet vested in the incentive plan.
2. The decision-making procedures and information disclosure that have been fulfilled in the restricted stock incentive plan
(1) On December 24, 2021, the 25th meeting of the first board of directors of the company deliberated and approved the "Guan
Submitted to the Company < the 2021 Class II Restricted Stock Incentive Plan (Draft) > and its Summary" and the "Measures for the Implementation and Assessment of the Company's < 2021 Class II Restricted Stock Incentive Plan>and other related bills.
The Company disclosed the information on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 25, 2021
off announcements.
(2) On February 15, 2022, the Company received a letter from China Resources (Group) Co., Ltd. forwarded by the State Council
There is the Reply of the Assets Supervision and Administration Commission on the Implementation of the Second Type of Restricted Stock Incentive Plan by China Resources Microelectronics Co., Ltd. (Guo Zi Kao Fen [2022] No. 49), which is agreed in principle by the State-owned Assets Supervision and Administration Commission of the State Council
The Company implements the second type of restricted stock incentive plan. The company was listed on the Shanghai Stock Exchange on February 16, 2022
The website (www.sse.com.cn) disclosed the "Announcement of China Resources Microelectronics Co., Ltd. on the Approval of the 2021 Restricted Stock Incentive Plan by the State-owned Assets Supervision and Administration Commission of the State Council" (Announcement No.: 2022-003).
(3) On February 22, 2022, the 27th meeting of the first board of directors of the company deliberated and approved the "Guan
In the company's <2021 Class II Restricted Stock Incentive Plan (Revised Draft) > and its Summary of the Proposal" and the "Measures for the Implementation of the Company's < Class II Restricted Stock Incentive Plan in 2021 (Revised Draft)" >target
Bill" and other related bills. The company was published on the website of the Shanghai Stock Exchange on February 23, 2022
(www.sse.com.cn) disclosed the relevant announcements.
(4) From February 23, 2022 to March 4, 2022, the company granted the first award to this incentive plan
The list of sub-incentive objects was publicized. During the publicity period, individual employees of the company asked the company about the rules and procedures for determining the incentive object, and the company explained and explained the relevant questions of the employees. As of the publicity period
The company has received no further comments. On March 5, 2022, the company was listed on the website of the Shanghai Stock Exchange
(www.sse.com.cn) Disclosed the "Announcement and Verification Opinions of the Independent Directors of China Resources Microelectronics Co., Ltd. on the List of Incentive Recipients of the Company's 2021 Restricted Stock Incentive Plan" (Announcement No.: 2022-016).
(5) On March 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022 to deliberate and commence
The "Proposal on the > and Summary of the Company's < of the Second Class II Restricted Stock Incentive Plan (Revised Draft)" and the >"Proposal on the Implementation Assessment Measures for the Company's < Class II Restricted Stock Incentive Plan in 2021 (Revised Draft)" and the "Administrative Measures for the Company's < Class II Restricted Stock Incentive Plan in 2021" have passed the >"Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2021 Class II Restricted Stock Incentive Plan". The implementation of this incentive plan by the Company has been approved by the General Meeting of Shareholders, and the Board of Directors is authorized to determine the date of grant of restricted shares, grant restricted shares to the incentive recipients when they meet the conditions, and handle all matters necessary for the grant of restricted shares.
(6) On March 12, 2022, the Company was listed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Reveal the "Self-inspection Report of China Resources Microelectronics Co., Ltd. on the Trading of the Company's Shares by Insiders with Inside Information of the Company's 2021 Restricted Stock Incentive Plan" (Announcement No.: 2022-018).
(7) On March 16, 2022, the 28th meeting of the first board of directors of the company deliberated and approved the "Guan
Proposal on Adjusting Matters Related to the 2021 Class II Restricted Stock Incentive Plan" and "On Giving Incentives to the Incentive Recipients
Proposal for the Grant of Restricted Shares. The company was published on the website of the Shanghai Stock Exchange on March 17, 2022
(www.sse.com.cn) disclosed the relevant announcements.
(8) On December 5, 2022, the fifth meeting of the second board of directors of the company deliberated and approved the "About
Confirm the company's proposal to >< the reserved part of the second type of restricted stock incentive plan (revised draft) in 2021 (revised draft).
The Company disclosed the relevant information on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 6, 2022
Announcement.
(9) On December 21, 2022, the company held the third extraordinary general meeting of shareholders in 2022 to deliberate and merge
The "Notice on Confirming the Company's < 2021 Class II Restricted Stock Incentive Plan (Revised Draft)" was >
Leave part of the motion. The company was published on the website of the Shanghai Stock Exchange on December 22, 2022
(www.sse.com.cn) disclosed the relevant announcements.
(10) On February 8, 2023, the sixth meeting of the second board of directors of the company deliberated and approved the "About
Proposal to grant reserved restricted shares to incentive recipients. The board of directors of the company believes that the reserved grant conditions stipulated in the incentive plan have been fulfilled, and the independent directors of the company have verified the list of incentive recipients on the reserved grant date
and issued an independent opinion of verification and consent. The company was listed on the Shanghai Stock Exchange on February 9, 2023
The relevant announcement was disclosed on the website (www.sse.com.cn).
(11) On March 11, 2024, the 14th meeting of the second board of directors of the company deliberated and approved the "Guan
Eligible for vesting in the first vesting period of the first vesting period of the Company's 2021 Class II Restricted Stock Incentive Plan" and "Proposal on the Company's Adjustment of the Grant Price of the 2021 Class II Restricted Stock Incentive Plan and its Invalidation
Partial Restricted Shares That Have Been Granted and Have Not Been Vested. The company was launched on March 12, 2024 on the Shanghai Stock Exchange
The relevant announcement was disclosed on the website of the stock exchange (www.sse.com.cn).
(12) On March 7, 2025, the 21st meeting of the second board of directors of the company deliberated and approved the "Guan
In the company's 2021 Class II restricted stock incentive plan, part of the second vesting period and the first vesting period of the reserved part of the first vesting period meet the vesting conditions" "Proposal on the Company's Adjustment of Class II Restricted Shares in 2021
Incentive Plan Grant Price and Void Part of the Restricted Shares Granted That Have Not Been Vested. Company in
The relevant announcement was disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on March 8, 2025.
(2) Previous grants and vesting of restricted shares
The first grant of restricted shares in this incentive plan is the achievement of the vesting conditions for the second vesting period and the first vesting period of the reserved part, and as of the date of this announcement, the restricted shares granted in each batch of this incentive plan have not yet completed all vesting. The details are as follows:
Date of Grant Price Quantity of Grant Number of Grants Post-grant restrictiveness
(adjusted) number of shares remaining
March 16, 2022 33.62 yuan / share 1,181.20 1,273 people 0 shares
10,000 shares
February 8, 2023 27.56 yuan / share 247.56 339 people 0 shares
10,000 shares
(3) The vesting of restricted shares in each period of the incentive plan
On March 22, 2024, the Company's 2021 restricted stock incentive plan granted the first portion of the first portion for the first time
During the vesting period, 3,425,143 shares were vested and listed for circulation.
Vesting Period Vesting Price Vesting Quantity Vesting Listing Date Vesting Number (Person)
(Adjusted) (Adjusted)
For the first time, part of the 33.73 yuan / share 3,425,143 shares was granted March 22, 2024 1,126 people
First vesting period
2. Explanation of the vesting conditions of restricted shares
(1) The deliberation of the board of directors on whether the vesting conditions of the restricted shares have been fulfilled
On March 7, 2025, the company held the 21st meeting of the second board of directors to review the "About the Company
In 2021, the second vesting period of the second vesting period and the first vesting period of the reserved part of the second vesting period of the second class of restricted stock incentive plan meet the vesting conditions. According to the authorization of the board of directors at the company's first extraordinary general meeting of shareholders in 2022, the board of directors believes that the vesting conditions stipulated in the second vesting period of the first vesting part and the first vesting period of the reserved part of the company's 2021 restricted stock incentive plan have been fulfilled, and agreed that the company's 1,391 eligible incentive objects will be vested this time, of which 1,086 incentive objects will be granted for the first time
305 incentive recipients; There are 4,022,694 attributable restricted shares, of which 3,292,514 shares are granted for the first time and 730,180 shares are reserved for grant.
Board vote: 8 votes in favor, 0 against, 0 abstentions. Directors Li Hong, Wang Xiaohu and Wu
Guo Yi abstained from voting.
(2) The attribution of the incentive object meets the various vesting conditions stipulated in the equity incentive plan
1. According to the vesting schedule, the restricted shares granted for the first time under the incentive plan have entered the second vesting period, and the restricted shares reserved for grant have entered the first vesting period
According to the relevant provisions of the 2021 Class II Restricted Stock Incentive Plan (Updated Draft), the second vesting period of restricted shares granted for the first time is "from the first trading day after 36 months from the date of grant to the last trading day within 48 months from the date of grant", and the first vesting period of restricted shares reserved for grant is "from the first trading day after 24 months from the date of reserved grant to the last trading day within 36 months from the date of grant". In March 2025, the restricted shares granted for the first time under the incentive plan have entered the second vesting period, and the restricted shares reserved for grant have entered the first vesting period.
2. Explanation of the vesting conditions of the restricted shares granted for the first time and the reserved part for grant
According to the authorization of the company's first extraordinary general meeting of shareholders in 2022 and the company's "2021 Category II Restrictive
According to the relevant provisions of the Stock Incentive Plan (Updated Draft) and the Measures for the Assessment of the Implementation of the 2021 Restricted Stock Incentive Plan (Revised Draft), the vesting conditions for the second vesting period of the restricted shares granted to the incentive object for the first time and the first vesting period for the restricted shares reserved for the grant of the incentive object have been achieved, and the achievement of the vesting conditions is hereby explained as follows:
Attribution conditions Achievement status
(1) The Company has not experienced any of the following circumstances:
1. The financial accounting report for the most recent fiscal year is issued by a certified public accountant
Audit reports with negative opinions or inability to express opinions;
2. The internal control of financial reporting in the most recent fiscal year is certified public accountant The company has not occurred the above situation, and it is in accordance with
Issuance of an audit report with a negative opinion or inability to express an opinion; Vesting conditions.
3. Failure to comply with laws and regulations and the company's seal within the last 36 months after listing
and publicly promising to distribute profits;
4. Where laws and regulations stipulate that equity incentives shall not be implemented;
5. Other circumstances as determined by the CSRC.
(2) The company meets the following conditions:
1. The corporate governance structure is standardized, and the shareholders' meeting, the board of directors, and the managerial level are organized
Sound and clear responsibilities. Outside directors (including independent directors) make up the board of directors
more than half of the staff;
2. The Remuneration and Appraisal Committee is composed of outside directors, and the remuneration and appraisal are composed
The committee system is sound, the rules of procedure are perfect, and the operation is standardized; The company meets the above conditions and meets the requirements
3. The internal control system and performance appraisal system are sound, and the basic management system is a condition.
Standardize and establish labor that meets the requirements of the market economy and the modern enterprise system
employment, salary and welfare system and performance appraisal system;
4. The development strategy is clear, the asset quality and financial status are good, and the business is operated
solid performance; No financial violations and bad records in the past three years;
5. Other conditions stipulated by the securities regulatory authorities.
(3) The incentive recipient does not have any of the following circumstances:
1. Has been identified as an unfit by the stock exchange within the last 12 months;
2. It has been deemed inappropriate by the CSRC and its dispatched agencies within the last 12 months
Candidate;
3. In the past 12 months, it has been assigned by the CSRC for major violations of laws and regulations
administrative penalties or market entry ban measures;
4. Laws and regulations prohibit participation in equity incentives of listed companies;
5. Violating relevant national laws and regulations and the articles of association of listed companies;
6. During his tenure, due to bribery, embezzlement, theft, and leakage of listed companies, none of the above 1,391 incentive recipients were incentive
The company's operation and technical secrets, the implementation of related party transactions that damage the interests of the listed company, the occurrence of the above-mentioned circumstances, in line with the reputation of the ownership article and have a significant negative impact on the image of the listed company, and other violations of laws and disciplines.
causing losses to listed companies;
7. Other circumstances as determined by the CSRC.
The Company falls under one of the circumstances specified in (1) above and/or does not meet the above
In case of any of the conditions specified in Article (2), all incentive recipients shall be subject to this Article
Cancellation of vesting of restricted shares that have been granted but not yet vested under the incentive plan, and
invalidation; If the incentive object is subject to the above provisions of (3), it shall not be
In the case of restricted stock granted, the incentive object has been granted but has not yet returned
The restricted shares will be cancelled and invalidated.
According to Baker Tilly International Accounting Firm
(4) The company's vesting performance appraisal conditions (special general partnership) to the company
For the first time, this incentive plan is granted to some companies, and the performance appraisal year is the audit issued by the 2022 annual report, and the three fiscal years from 2022 to 2024 will be assessed once in each fiscal year. Report (Tian Zhi Zi [2023] 6033 reserved for the grant part of the first vesting period assessment year for 2022, the first number) and Lixin Certified Public Accountants (special
The second vesting period assessment year of the grant part is 2023, and the company's performance is not the same as that of the general partnership) to the company in 2023
The assessment objectives (audited) are as follows: Audit report issued in the annual report
The first vesting period The second vesting period (信会师报字 [2024] 第
Indicators (vested in the previous year, (vested in the previous year, No. ZB10664): 2022 and i.e. 2022) i.e. 2023) In 2023, the company's net assets attributable to the parent company
The rate of return and net profit attributable to the parent company are more granted
The first three years (i.e., 2018-2020) were flat
not less than 7.2% and not less than 7.3%, and the compound growth rate of the mean, accounts receivable
The net assets attributable to the parent company are not lower than those of the benchmark enterprise and not lower than the turnover rate of the benchmark enterprise, and the performance target has been achieved.
Yield 75th percentile or industry average 75th percentile or industry average Company-level performance meets the vesting criteria
Value Value, Actual Vestable Restricted Stock
Net profit attributable to parent company = 4,022,694 shares ×
100% compared to the first three grants = 4,022,694 shares.
years (i.e. not less than 25% and not less than 26% and no
2018-2020 Lower than the benchmark 50 and lower than the benchmark 50
Annual) mean quantile or industry mean quantile or industry mean
compound growth
rate
Accounts receivable week is not less than 6.15 and not less than 6.2, and no
The conversion rate is lower than the benchmark 75 and lower than the benchmark 75
Quantile or industry mean Quantile or industry mean
If the above three indicators reach the target value, the company's performance coefficient is
100%, otherwise 0.
The actual number of attributable restricted shares at the company level = the current plan vesting
The number of restricted shares × the company's performance coefficient.
The company's 2021 restricted stock incentive
For the first time, the program grants a portion of the incentive pair
Like 1,273 people, according to the incentive object
Individual special case handling, there are 187
(5) The individual attribution performance appraisal conditions of the incentive object The person who does not meet the attribution conditions, the rest
For the first time, this incentive plan was granted to 1,086 individuals who met the vesting conditions in the performance appraisal year
In the three fiscal years from 2022 to 2024, 1,081 incentive recipients will be reserved for 2023
The audit year is three fiscal years from 2023 to 2025, and the performance appraisal and evaluation results of the examinee in each fiscal year are "A+ verification once." The first vesting period for the first grant part and the reserved grant part for the first vesting period (beyond the requirements), A (excellent), and B for one vesting period is 2023, according to the individual year (qualified)", the current period is attributed at the individual level
The performance appraisal results determine the actual attribution ratio of the incentive object: the proportion is 100%; 5 incentive pairs
Evaluate the results of the individual performance appraisal for the fiscal year Personal performance is like the 2023 individual performance appraisal evaluation
Coefficient The result is "C (partially passed)", this
A+ (exceeding requirements), A (excellent), B (qualified) 100% of the period of individual level attribution ratio is
80%; Reserve an incentive pair for the grant portion
C (partially qualified) 80% like 339 people, according to the incentive object
D (unqualified) 0% personal special circumstances handled, there were 34 people
Actual annual attributable quantity of individual = limit of individual current plan vesting The vesting condition is not met, and the remaining 305
The number of shares × the company's performance coefficient × the individual performance coefficient. The person meets the conditions for belonging, of which 301
If part or all of the restricted shares attributable to the current plan vesting of the incentive object cannot be attributed due to the personal performance of the incentive object in 2023 at the company level, the part that cannot be attributed will be invalidated and lost, and the assessment and evaluation result is "A+ (exceeded
and cannot be deferred to future years. Requirements), A (Excellent), B (Qualified)",
The attribution ratio at the individual level in this period is:
100%; 4 incentive recipients in 2023
The result of the individual performance appraisal is "C
(partially qualified)", this issue of the individual layer
The surface attribution ratio is 80%.
(3) The treatment of some restricted stocks that do not meet the vesting conditions
For details, please refer to the Announcement of China Resources Microelectronics Co., Ltd. on Adjusting the Grant Price of the Second Class II Restricted Stock Incentive Plan and Invalidating Some Restricted Shares (Announcement No.: 2025-006) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(4) Opinions of the Remuneration and Appraisal Committee of the Board of Directors
On March 6, 2025, the 13th meeting of the Remuneration and Appraisal Committee of the second board of directors of the company was deliberated
The "Proposal on Meeting the Vesting Conditions for the First Vesting Period of the First Grant Part and the First Vesting Period of the Reserved Part of the Company's 2021 Class II Restricted Stock Incentive Plan" was passed. The Remuneration and Assessment Committee of the Board of Directors believes that the vesting conditions stipulated in the second vesting period of the first vesting part and the first vesting period of the reserved part of the company's 2021 restricted stock incentive plan have been fulfilled, and agreed that the company's 1,391 eligible incentive recipients will be vested this time, of which 1,086 will be granted for the first time and 305 will be reserved for granting; This corresponds to 4,022,694 attributable restricted shares, of which 3,292,514 shares were granted for the first time and 730,180 shares were reserved for grant.
3. The specific situation of this attribution
(1) First grant date: March 16, 2022, reserved grant date: February 8, 2023.
(2) Number of vested shares: 4,022,694 shares, of which 3,292,514 shares were granted for the first time, reserved
Partial 730,180 shares granted.
(3) The number of vestments this time: 1,391, of which 1,086 are reserved for the first time
305 incentive recipients were awarded.
(4) The grant price (adjusted) for the first partial grant: 33.62 yuan/share, and the reserved grant price (adjusted): 27.56 yuan/share.
(5) Source of stock: The company issues A shares of ordinary shares of the company to the incentive recipients.
(6) List of incentive objects and the attribution of this time:
Restricted Vesting Quantity Granted Attributable Quantity Attributable Quantity Accounts for Granted
Name Job Title Number of Shares (Shares) (Shares) The total amount of restricted shares given
proportions
1. Directors and senior managers
Li Hong Director & President 79,700 26,567 33.33%
Wang Xiaohu Director 69,000 23,000 33.33%
Ma Weiqing Vice President 48,600 16,200 33.33%
Duan Jun Vice President 43,200 14,400 33.33%
Ge Li Vice President, General Counsel, First 43,200 14,400 33.33%
Compliance Officer
Wu Guoyi Director, Chief Financial Officer, Board of Directors 36,500 12,167 33.33%
secretary
Zhuang Hengqian Vice President 29,400 9,800 33.33%
Subtotal (7 persons) 349,600 116,534 33.33%
Second, the core technical personnel
Fang Hao Core technical personnel 35,400 11,800 33.33%
Wu Jianzhong Core technical personnel 35,400 11,800 33.33%
You Yong Core technical personnel 29,400 9,800 33.33%
Zhang Sen Core technical personnel 29,400 9,800 33.33%
Luo Xiancai Core technical personnel 29,400 9,800 33.33%
Zheng Chenyan Core technical personnel 29,400 9,800 33.33%
Ding Dongmin Core technical personnel 23,700 7,900 33.33%
Wu Quanqing Core technical personnel 23,700 7,900 33.33%
Xia Changfeng Core technical personnel 23,700 7,900 33.33%
Chun Yu Jiangmin Core technical personnel 20,400 6,800 33.33%
Core technical personnel (10 people) 279,900 93,300 33.33%
3. Other incentive recipients
R&D backbone (962 people) 7,940,400 2,644,440 33.30%
Other backbones (412 people) 3,512,700 1,168,420 33.26%
Total (1,391) 12,082,600 4,022,694 33.29%
4. Verification of the list of incentive recipients by independent directors
The incentive objects to be vested this time meet the qualifications stipulated in the Securities Law and other laws, regulations and normative documents as well as the company's Articles of Association, and meet the conditions for incentive objects stipulated in the Administrative Measures for Equity Incentives of Listed Companies and the Stock Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and meet the scope of incentive objects stipulated in the company's "2021 Class II Restricted Stock Incentive Plan (Updated Draft Revision)", and its qualifications as the main subject of the company's restricted stock incentive plan are legal and valid. The vesting conditions set forth in the first vesting period for the first vesting period for the first grant portion and the first vesting period for the reserved portion have been fulfilled.
5. Explanation of the vesting date and the trading of the company's shares
In accordance with the vesting window period stipulated in the policy, the company will uniformly handle the corresponding vesting and related registration procedures for the second vesting period of the first vesting period and the reserved part of the restricted shares in the first vesting period of the incentive object, and determine the vesting date on the day when the Shanghai Branch of China Securities Depository and Clearing Corporation Limited completes the registration procedures for the change of shares.
After the company's self-inspection, the directors and senior managers who vested this time did not buy or sell the company's shares within 6 months before the disclosure of this announcement.
6. Accounting and explanation of restricted stock expenses
The company is in accordance with Accounting Standard for Business Enterprises No. 11 - Share-based Payment and Accounting Standard for Business Enterprises No. 22
——Recognition and measurement of financial instruments", to determine the fair value of the restricted shares on the grant date, and there is no need to re-evaluate the restricted shares after the grant date, the company will revise the estimated number of attributable restricted shares on each balance sheet date from the grant date to the vesting date, based on the latest changes in the number of attributable shares, the completion of performance indicators and other follow-up information, and according to the fair value of the restricted shares on the grant date, the services obtained in the current period will be included in the relevant costs or expenses and capital reserve.
After the company grants the restricted shares on the grant date, it has amortized the expenses related to the restricted shares in accordance with the accounting standards in the corresponding waiting period, which is subject to the annual audit report issued by the accounting firm, and the vesting of the restricted shares will not have a significant impact on the company's financial position and operating results.
7. Concluding observations of the legal opinion
(1) As of the date of issuance of this legal opinion, the Company has obtained the necessary approvals and authorizations for this adjustment, this vesting and this invalidation, which complies with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies, the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange and the 2021 Class II Restricted Stock Incentive Plan (Updated Draft Revision);
(2) As of the date of issuance of this legal opinion, the vesting conditions for this vesting have been achieved, and the company's implementation of this vesting is in accordance with the "Measures for the Administration of Equity Incentives of Listed Companies" and the "Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange".
the relevant provisions of the Municipal Rules and the 2021 Type II Restricted Stock Incentive Plan (Updated Draft Revision);
(3) The Company's adjustment of the grant price of the restricted stock incentive plan and the cancellation of the part of the restricted shares that have been granted but have not yet vested comply with the relevant provisions of the Administrative Measures for Equity Incentive Plans of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the 2021 Type II Restricted Stock Incentive Plan (Revised Draft Update).
The announcement is hereby made.
Board of Directors of China Resources Microelectronics Co., Ltd
March 8, 2025
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