Jinghe Integration: The verification opinions of the Board of Supervisors of Jinghe Integration on the company's 2025 restricted stock incentive plan (draft).
DATE:  Mar 15 2025

The Board of Supervisors of Hefei Jinghe Integrated Circuit Co., Ltd

Verification opinions on the company's 2025 restricted stock incentive plan (draft).

The Board of Supervisors of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the "Company") is in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Administrative Measures for Equity Incentives of Listed Companies (hereinafter referred to as the "Administrative Measures"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board No. 4—— Equity Incentive Information Disclosure" and other relevant laws, administrative regulations, normative documents and the relevant provisions of the Articles of Association, the "2025 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan (Draft)") have been verified, and the verification opinions are as follows:

1. The company does not have any circumstances that prohibit the implementation of equity incentive plans as stipulated in laws, administrative regulations and normative documents such as the "Administrative Measures", including:

(1) The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

(2) The audit report on the internal control of financial reporting in the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion;

(3) Failure to distribute profits in accordance with laws and regulations, the Articles of Association, and public commitments within the last 36 months after listing;

(4) Where laws and regulations stipulate that equity incentives shall not be implemented;

(5) Other circumstances determined by the China Securities Regulatory Commission.

2. The company does not have the following circumstances for the first grant of incentive objects determined by the restricted stock incentive plan:

(1) has been identified as an unsuitable person by the stock exchange within the last 12 months;

(2) Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

(3) In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;

(4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

(5) Laws and regulations stipulate that it is not allowed to participate in the equity incentive of a listed company;

(6) Other circumstances determined by the China Securities Regulatory Commission.

For the first time, the incentive plan is granted to the company's supervisors, outside directors and independent directors who are held by persons other than the holding company of the listed company, shareholders or actual controllers who hold more than 5% of the company's shares individually or collectively, and their spouses, parents and children. The incentive objects granted for the first time under this incentive plan meet the conditions of incentive objects stipulated in the Administrative Measures, the Listing Rules and other laws and regulations, and meet the scope of incentive objects stipulated in the Company's Incentive Plan (Draft), and their qualifications as the main incentive objects of the Company's restricted stock incentive plan are legal and valid. The company will publicize the names and job categories of the incentive recipients within the company before convening the shareholders' meeting, and the publicity period shall not be less than 10 days. The Board of Supervisors will disclose the review opinions on the list of incentive recipients granted for the first time and the explanation of its publicity 5 days before the shareholders' meeting deliberates on the equity incentive plan.

3. The formulation, review process and content of the company's "Incentive Plan (Draft)" comply with the provisions of the Company Law, the Securities Law, the Administrative Measures, the Listing Rules and other relevant laws, administrative regulations and normative documents; The grant arrangement and vesting arrangement (including the number of grants, grant date, grant price, tenure requirements, vesting conditions, etc.) of the restricted shares of each incentive recipient do not violate the provisions of relevant laws, administrative regulations and normative documents, and do not infringe on the interests of the company and all shareholders.

4. The company does not have any plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive recipients.

5. The implementation of the equity incentive plan by the company will help improve the corporate governance structure, further establish and improve the company's long-term incentive and restraint mechanism, so that the core backbone employees and shareholders can form a community of interests, which is conducive to the company's long-term sustainable development, and there is no obvious damage to the interests of the listed company and all shareholders.

In summary, we have unanimously agreed that the company will implement the 2025 restricted stock incentive plan.

The Board of Supervisors of Hefei Jinghe Integrated Circuit Co., Ltd

March 14, 2025

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