Core original shares: Haitong Securities Co., Ltd. on the core of the original microelectronics (Shanghai) Co., Ltd. before the initial public offering of stock options bank rights to sell shares listed circulation verification opinion.
DATE:  Jun 20 2024

Haitong Securities Co., Ltd.

About Core Original Microelectronics (Shanghai) Co., Ltd.

Verification opinion on the pre-IPO stock options bank's authority to sell shares for listing and circulation

Haitong Securities Co., Ltd. (hereinafter referred to as "Haitong Securities" or "sponsor") as the core of the original microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as "core shares" or "the company") to issue shares to specific objects to continue to supervise the sponsor, in accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the Administration of recommendation Business for Securities issuance and listing, the rules for the listing of shares on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the guidelines for self-discipline Supervision of listed companies of the Shanghai Stock Exchange No. 11-continuous Supervision, the matters involved in the listing and circulation of some restricted shares in the initial public offering of Xinyuan shares have been verified as follows:

Types of restricted shares in circulation 1. the listing

According to the "Approval Approval for the Registration of the Initial Public Offering of Xinyuan Microelectronics (Shanghai) Co., Ltd." (Zheng Jian Ke [2020] No. 1537) issued by the China Securities Regulatory Commission on July 21, 2020, Xinyuan shares were approved The initial public offering of 48,319,289 RMB ordinary shares (A shares) to the public. With the consent of the Shanghai Stock Exchange, the Company was listed on the Shanghai Stock Exchange's CRE Board on August 18, 2020. After the completion of the company's initial public offering, the total share capital is 483,192,883 shares, including 440,447,482 shares with limited sale conditions and 42,745,401 shares with unlimited sale conditions.

The restricted shares listed and circulated this time are the restricted shares for the fifth exercise of the first exercise period of the company's 2019 stock option incentive plan (hereinafter referred to as "this option exercise"), and the lock-up period is three years from the date of self-exercise. The number of restricted shares listed and circulated this time is 1,807,893 shares (the total share capital of the company increases to 490,196,451 shares after the exercise of this option), and the number of shareholders is 78, it accounts for 0.36 of the company's total share capital as of the date of this announcement, and will be listed and circulated on July 1, 2024 (June 29, 2024 is a non-trading day, and the listing and circulation date will be postponed to the next trading day).

Changes in the share capital of the 2. since the formation of the restricted shares listed in circulation

Exercise of (I) Stock Option Incentive Plan

As a result of the Company's implementation of the "2019 Stock Option Incentive Plan of Xinyuan Microelectronics (Shanghai) Co., Ltd." (hereinafter referred to as the "2019 Stock Option Incentive Plan"), the Company's share capital was registered for the exercise of the 2019 Stock Option Incentive Plan after the exercise of this option totaling 7,554,231 additional shares, as follows:

Index to the announcement of the number of changes in shares at the time of the change of shares.

Volume between numbers (shares)

Company's 2019 Stock Option Incentive 2019 Stock Option Incentive Plan

1 In September 2021, the first exercise period of the incentive plan is 588,568, the sixth line of the first exercise period.

22 Six Exercise New Shares Completion Results and Share Change Announcement

Registration (Announcement No. 2021-047)

Company's 2019 Stock Option Incentive 2019 Stock Option Incentive Plan

2 2021 11 incentive plan second exercise period 4,383,772 second exercise period first line.

Announcement of the Results of the Completion of the New Shares and Changes in Shares on the 5th of July

Registration (Announcement No. 2021-048)

Company's 2019 Stock Option Incentive 2019 Stock Option Incentive Plan

3 January 2022 incentive plan second exercise period 718,357 second exercise period second line

6 Second Exercise of New Shares Completion Results and Share Change Announcement

Registration (Announcement No. 2022-006)

Company's 2019 Stock Option Incentive 2019 Stock Option Incentive Plan

4 July 2022 incentive plan second exercise period 1,863,534 second exercise period third line

25 Three New Exercise Shares Completion Results and Share Change Announcement

Registration (Announcement No. 2022-038)

Total -7,554,231-

(II) Restricted Stock Incentive Plan Vesting

As a result of the Company's implementation of the 2020 Restricted Stock Incentive Plan of Core Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as the "2020 Restricted Stock Incentive Plan") and the 2022 Restricted Stock Incentive Plan of Core Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as the "2022 Restricted Stock Incentive Plan"), the Company's share capital added a total of 2,160,550 shares as a result of the vesting registration of the 2020 Restricted Stock Incentive Plan and the 2022 Restricted Stock Incentive Plan, as follows:

Index to the announcement of the number of changes in shares at the time of the change of shares.

Volume between numbers (shares)

2020 Restricted Stock Incentive "About 2020 Restricted Stock Incentive Plan."

1 March 2023 Reed Plan Partial Restricted Shares 785,788 Plan First Grant Part First Vesting Period First

30-day ticket vesting new shares completed vesting results and share listing announcement

Registration (Announcement No. 2023-030)

2 May 2023 2020, 2022 restrictions 829,650 on 2020, 2022 restricted shares

24-day Stock Incentive Plan Partial Ticket Incentive Plan First Grants Partial First

Restricted stock attribution New attribution period attribution results and public listing of shares

Completion of Registration of Shares (Announcement No. 2023-035)

Restrictions for 2020 and 2022 Restricted Shares for 2020 and 2022

3 2023 10 Stock Incentive Plan Part 383,398 Vote Incentive Plan Part Restricted Stock Attribution

Announcement on the New Results of the Attribution of Restricted Stocks and the Listing of Shares on the 11th of July (Announcement Editor.

The share completion registration number: 2023-050)

Restrictions for 2020 and 2022 Restricted Shares for 2020 and 2022

4 2023 12 Stock Incentive Plan Part 161,714 Vote Incentive Plan Part Restricted Stock Vesting

Announcement on the New Results of the Attribution of Restricted Shares and the Listing of Shares on July 7 (Announcement Compilation

The share completion registration number: 2023-056)

Total -2,160,550-

In summary, the total share capital of the Company was changed from 490,196,451 shares to 499,911,232 shares, except for the above

There have been no other changes in the number of shares of the Company.

Commitments 3. the restricted shares in circulation in this listing

The additional shares acquired by the aforementioned restricted shareholders as a result of their participation in the exercise of this option will not be reduced within three years from the date of their own rights in accordance with the relevant laws and regulations and the provisions of the 2019 Stock Option Incentive Plan. The transfer must comply with the applicable "Company Law", "the People's Republic of China Securities Law", "Shanghai Stock Exchange Stock Listing Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and "Shanghai Stock Exchange Science and Technology Innovation Board Stock Issuance and Listing Review Questions and Answers" and other relevant laws, regulations, regulatory documents, and the relevant provisions of the 2019 Stock Option Incentive Plan and the voluntary commitments of the incentive objects.

4. of the restricted shares in circulation in this listing

The number of restricted shares in circulation (I) this listing is 1,807,893;

The (II) is listed and circulated on July 1, 2024 (June 29, 2024 is non-tradable

the date of listing and circulation is postponed to the next trading day);

Detailed list of (III) restricted shares listed and circulated:

No. Name of shareholder Position Number of shares in circulation (shares)

1 Wei-Jin Dai (Dai Weijin) Director and Vice President 757,978

2 Other employees (excluding independent directors and supervisors) 1,049,915

Total1,807,893

(IV) restricted shares listed circulation table:

No. Type of restricted shares Number of shares in circulation (shares)

1 Fifth 1,807,893 of the first exercise period of the 2019 Stock Option Incentive Plan

Line authority to sell shares

Total 1,807,893

Verification opinions of 5. sponsor institutions

Upon verification, this sponsor believes that:

(I) As of the date of this verification opinion, the shareholders of the restricted shares of Core Yuan's application for listing and circulation have strictly fulfilled the corresponding share lock-up commitments;

The number of restricted shares applied for listing and circulation, the actual number of tradable shares and the listing and circulation time of (II) Xinyuan shares are in line with the requirements of relevant laws, regulations and normative documents such as the the People's Republic of China Company Law, the the People's Republic of China Securities Law, the measures for the Administration of recommendation Business for Securities issuance and listing, and the rules for the listing of shares on the Science and Technology Innovation Board of the Shanghai Stock Exchange; the number of shares released from the restriction and the time of listing and circulation comply with the requirements of the relevant regulations and the shareholders' commitment to restrict the sale;

(III) As of the date of issuance of this verification opinion, the information disclosure of the restricted shares in the listing and circulation of the restricted shares is true, accurate and complete.

In summary, the sponsor has no objection to the listing and circulation of some restricted shares in the initial public offering of core original shares.

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