Shenzhen Stock Exchange issued a letter of concern to Sai Microelectronics: Please explain the rationality of the company’s performance assessment indicators

On November 15, Beijing Sai Microelectronics Co., Ltd. proposed that the growth rate of equity incentive assessment should exceed 50%. This announcement also attracted the attention of the Shenzhen Stock Exchange. On the morning of the 15th, the Shenzhen Stock Exchange issued a letter of concern to Sai Microelectronics, asking about the rationality of the company’s performance assessment indicators.

The letter of concern shows that on November 10, 2021, the board of directors of your company reviewed and approved the “2021 Restricted Stock Incentive Plan (Draft)” (hereinafter referred to as the draft), and plans to use 2021 as the first performance assessment year of the incentive plan, and the assessment indicators The caliber includes listed companies, the Swedish Silex production line, and the Silex Beijing production line. Our department expresses concern about this, and asks your company to make further explanations on the following matters:

1. Please explain whether your company has basically determined the achievable performance in 2021 based on the operating performance of the first three quarters of this year, the proportion of performance in the fourth quarter of the past year, and the scale of orders in hand so far. If so, please explain that 2021 is still used as the assessment. The rationality of the period, whether the incentive effect can be achieved, and whether it complies with the relevant provisions of Article 11 of the “Measures for the Management of Equity Incentives of Listed Companies”.

2. The incentive tools used in this incentive plan are the first category of restricted stocks and the second category of restricted stocks. The assessment indicators for lifting restrictions or attribution are divided into listed companies (G), Swedish Silex production lines (FAB1 & 2) (S) , Celex Beijing production line (FAB3) (J) three levels, the assessment year is the three fiscal years of 2021-2023. Among them, the operating income of listed companies (G) in each assessment year must reach at least 820 million yuan, 1.25 billion yuan, and 2.000 billion yuan, with a growth rate of 52.44% and 60.00% respectively; In the last two years and another period, the growth rate of operating income was only 0.77%, 6.55% and 9.21% respectively.

(1) Please explain the reasons and rationality of using the production line as the assessment indicator of the incentive plan, whether the performance of the above-mentioned production line can be independently calculated, whether the indicator setting is clear and transparent, and whether it is feasible to use it as the assessment indicator.

(2) Please provide additional information on whether each incentive object’s holding unit corresponds to the above-mentioned three levels of assessment indicators, whether there is overlap or overlap, and whether the performance assessment setting is clear and operable; whether there are directors and senior managers at the listed company level Where the performance of some of the company’s businesses rather than the company’s overall performance is used as the assessment indicator, if so, please explain whether the relevant arrangements meet the relevant requirements of Articles 10 and 11 of the “Measures for the Administration of Equity Incentives of Listed Companies”.

(3) Please supplement and explain the rationality of the performance evaluation indicators of this incentive plan and whether it is in line with the company’s The actual situation.

3. Please further explain whether the company’s restricted stock incentive plan has obvious damage to the interests of the listed company and all shareholders in combination with the above-mentioned issues. Please ask the company’s independent directors and board of supervisors to express their opinions, and independent financial advisers and lawyers to verify and express clear opinions.

4. Your company is requested to conduct a self-examination of the insider’s trading of the company’s stock within the six months prior to the announcement of the restricted stock incentive plan, and explain the trading situation and whether there is any insider trading.

5. Other matters that your company thinks need to be explained.

Please make a written statement on the above matters, submit the relevant explanatory materials to our department and disclose it to the public before November 17, and send a copy to the Listed Company Supervision Office of Beijing Securities Regulatory Bureau.

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