Xinlian Integration: Announcement of Xinlian Integrated Circuit Manufacturing Co., Ltd. on the second exercise results and share changes of the second exercise period of the first phase of the stock option incentive plan
DATE:  Nov 28 2024

Stock code: 688469 Stock abbreviation: Innosilicon Announcement No.: 2024-086

Xinlian Integrated Circuit Manufacturing Co., Ltd

Regarding the second exercise period of the first phase of the stock option incentive plan

Announcement of the results of the second exercise and the change of shares

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:

The number of shares exercised this time: 5,429,900 shares, accounting for 0.08% of the company's total share capital before the exercise. The time of listing and circulation of the exercised shares: the exercise of the shares can be listed and circulated for three years from the date of self-ownership.

It is expected to be listed and circulated on November 26, 2027 (postponed if it falls on a non-trading day).

1. The decision-making procedures and related information disclosure for the exercise of stock options

Silicon Integrated Circuit Manufacturing Co., Ltd. (hereinafter referred to as the "Company") was formulated in September 2021

And the implementation of the "Shaoxing SMIC Manufacturing Co., Ltd. Phase I Stock Option Incentive Plan", total

68 million stock options were granted to 568 incentive recipients at an exercise price of RMB 2.78 per share.

1. On September 13, 2021, the company held the third meeting of the first board of directors and formed a board resolution

The "Proposal on the Company's First Stock Option Incentive Plan" and other proposals related to the incentive plan were reviewed and approved. On the same day, the company held the third meeting of the first board of supervisors and formed a resolution of the board of supervisors, which deliberated and passed the "Proposal on Verifying the List of the Company's First Stock Option Incentive Plan" and other proposals related to the incentive plan.

2. On September 28, 2021, the company held the second extraordinary general meeting of shareholders in 2021 and formed shares

The company completed the grant of stock options on the same day (the incentive plan does not have reserved rights), and the actual incentive object was 568 employees of the company, which is divided into two exercise periods, each period is feasible

50% of the rights, and the exercise conditions of each period are to meet the current company-level assessment conditions and the individual assessment conditions of the incentive object at the same time.

3. On July 14, 2022, the company held the ninth meeting of the first board of directors and formed a board resolution

In addition to the departing employees, a total of 514 incentive objects participated in the assessment of the first exercise period, and a total of 502 incentive objects actually reached the assessment conditions of the first exercise period of the incentive plan according to the company-level assessment results and the individual assessment results of the incentive objects.

4. On April 19, 2023, the company held the 11th meeting of the first board of directors and deliberated and approved

In addition to the departing employees, a total of 468 incentive objects participated in the assessment of the second exercise period, and according to the company-level assessment results and the individual assessment results of the incentive objects, a total of 464 incentive objects actually met the assessment conditions of the second exercise period of the incentive plan.

5. On June 13, 2023, the company held the fifteenth meeting of the first board of directors and formed the board of directors

The resolution deliberated and passed the "Proposal on the Cancellation of Some Employee Options", and the independent directors expressed their independent opinions on it. On the same day, the company held the eighth meeting of the first board of supervisors and formed a resolution of the board of supervisors, deliberated and passed the "Proposal on Verifying the List of Exercisable Incentive Objects in the First Exercise Period of the Company's First Stock Option Incentive Plan", and issued verification opinions. In view of the fact that some incentive recipients have lost their qualifications as qualified persons due to resignation and no longer meet the conditions for exercising their rights, among the incentive recipients who have met the assessment conditions for the first exercise period of the incentive plan, it is actually ...

There are 449 exercisable incentive recipients. The above details are detailed in the Company's announcement on the Shanghai Stock Exchange on June 14, 2023

Relevant announcements disclosed on the website of E-Exchange (www.sse.com.cn).

6. On September 7, 2023, the first exercise period of the company's first stock option incentive plan will be carried out for the first time

The new shares of the right were registered in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The incentive object of this exercise is 358 people, and the number of exercised shares is 20,767,475 shares, which can be listed after three years from the date of self-exercise

Circulation, which is expected to be listed on September 7, 2026 (postponed if it falls on a non-trading day). After exercising,

The total share capital of the company was changed from 7,021,800,000 shares to 7,042,567,475 shares. The above content is detailed in the company's website

Relevant announcement disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on September 9, 2023.

7. On November 27, 2023, the first exercise period of the company's first stock option incentive plan will be the second

The new shares were registered with China Securities Depository and Clearing Corporation Shanghai Branch. The incentive object of this exercise is 41 people, and the number of exercisable shares is 2,034,800 shares, which can be listed after three years from the date of self-ownership

Circulation, which is expected to be listed on November 27, 2026 (postponed if it falls on a non-trading day). Exercise

Subsequently, the total share capital of the company was changed from 7,042,567,475 shares to 7,044,602,275 shares. See the above for details

The Company disclosed the relevant on the website of the Shanghai Stock Exchange (www.sse.com.cn) on November 29, 2023

Announcement.

8. On February 5, 2024, the first exercise period of the company's first stock option incentive plan will be carried out for the third time

The new shares of the right were registered in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The incentive object of this exercise is 29 people, and the number of exercised shares is 1,144,875 shares, which can be listed after three years from the date of self-ownership

It is expected that the listing and circulation time will be February 5, 2027 (postponed if it falls on a non-trading day). After exercising,

The total share capital of the company was changed from 7,044,602,275 shares to 7,045,747,150 shares. The above content is detailed in the company's website

Relevant announcement disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on February 7, 2024.

9. On May 7, 2024, the fourth line of the first exercise period of the company's first stock option incentive plan

The new shares of the right were registered in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The incentive object of this exercise is 21 people, and the number of exercised shares is 893,850 shares, which can be listed and circulated after three years from the date of self-ownership.

It is expected to be listed and circulated on May 7, 2027 (postponed if it falls on a non-trading day). After exercising, the company

The total share capital was changed from 7,045,747,150 shares to 7,046,641,000 shares. The above details are detailed in the Company's 2024 filing

The relevant announcement was disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on May 9, 2019.

10. On June 4, 2024, the company held the 23rd meeting of the first board of directors and formed directors

The meeting resolved and deliberated and passed the "Proposal on Canceling Some Employee Options", and the independent directors expressed their independent opinions on this. On the same day, the company held the fifteenth meeting of the first board of supervisors and formed a resolution of the board of supervisors, which deliberated and passed the "Proposal on Canceling the Options of Some Employees" and "Proposal on Verifying the List of Exercisable Incentive Objects in the Second Exercise Period of the Company's First Stock Option Incentive Plan", and issued verification opinions. In view of the resignation of some incentive recipients in the first exercise period and the failure to exercise their rights after the expiration of the exercise period, 2,615,400 stock options held by them were cancelled, corresponding to 2,615,400 shares of the company; In view of the resignation of some incentive recipients in the second exercise period or the failure to meet the assessment conditions, resulting in the loss of their qualifications as qualified persons, and no longer meeting the exercise conditions, 7,767,600 stock options held by them were cancelled, corresponding to 7,767,600 shares of the company's shares; Among the incentive recipients who have met the assessment conditions for the second exercise period of the incentive plan, 428 are actually exercisable incentive recipients.

11. On June 27, 2024, the first exercise period of the company's first stock option incentive plan will be issued

The new shares were registered with China Securities Depository and Clearing Corporation Shanghai Branch. The incentive object of this exercise is 133 people, and the number of exercised shares is 7,016,113 shares, which can be listed after three years from the date of self-exercise

Circulation, which is expected to be listed on June 27, 2027 (postponed if it falls on a non-trading day). After exercising,

The total share capital of the company was changed from 7,046,641,000 shares to 7,053,657,113 shares. The above content is detailed in the company's website

Relevant announcement disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on June 29, 2024.

2. The basic situation of the exercise of the equity incentive plan

(1) The number of shares exercised by the incentive recipient

Shares Granted Number of Exercises This exercise accounts for the number of shares granted

Serial No. Name Position

Number of Options (Shares) (Shares) The percentage of the total number of options

1. Directors, senior management personnel and core technical personnel

No directors, senior management and core technical personnel participated in the exercise of rights.

2. Other incentive recipients

Other incentive recipients 428 52,272,900 5,429,900 10.39%

Total 52,272,900 5,429,900 10.39%

(2) The source of the exercised shares

The exercise of shares comes from the company's directional issuance of A shares of ordinary shares to the incentive recipients.

(3) The number of people exercising rights

428 people have met the assessment conditions of the first exercise period of the company's incentive plan, and the actual exercisable incentive objects are 428, of which 103 people participated in the exercise.

3. The listing and circulation arrangements of the exercised shares of the equity incentive plan and the changes in the share capital structure

(1) The date of listing and circulation of the exercised shares.

The exercise of the shares can be listed and circulated after three years from the date of self-ownership, and the listed and circulating time is expected to be 2027

November 26 (postponed if it falls on a non-trading day).

(2) The number of shares listed and circulated this time: 5,429,900 shares.

(3) Restrictions on the lock-up and transfer of shares exercised by directors, senior managers and core technical personnel.

No directors, senior management and core technical personnel participated in the exercise of rights. Other incentive objects are in the company

The shares obtained due to the exercise of the rights after listing shall not be reduced within 3 years from the date of self-ownership; After the expiration of the above-mentioned lock-up period, the incentive recipients shall be implemented in accordance with the relevant shareholding reduction regulations of the company's directors, supervisors and senior management.

(4) Changes in the share capital structure

Unit: shares

Category Before This Change Number After This Change

Total share capital 7,053,657,113 5,429,900 7,059,087,013

After this share change, the company still has no actual controller.

Fourth, the capital verification and share registration

On November 12, 2024, Daxin Certified Public Accountants (Special General Partnership) issued the "Xinlianji

Capital Verification Report of Cheng Circuit Manufacturing Co., Ltd. (Daxin Xianzi [2024] No. 32-00008), verification

The company's new registered capital as of November 11, 2024 has been received.

As of November 11, 2024, 5,429,900 were actually subscribed by 103 incentive recipients

shares, the exercise price is 2.78 yuan per share, and the company has received a total of 15,095,122.00 yuan of investment. After the exercise, the company increased its share capital by RMB 5,429,900.00 and its capital reserve by RMB 9,665,222.00. After the change, the registered capital of the company is 7,059,087,013.00 yuan, and the cumulative paid-in share capital is 7,059,087,013.00 yuan.

The new shares were issued by China Securities Depository and Clearing Co., Ltd. on November 26, 2024

The Shanghai branch of the company completed the registration.

5. The impact of the new shares after the exercise of the option on the latest financial report

The number of stock options exercised this time is 5,429,900 shares, accounting for 0.08% of the company's total share capital before the exercise, and the exercise has not had a significant impact on the company's shareholding structure.

The total share capital of the company before this exercise is 7,053,657,113 shares, and the company is based at the end of the third quarter of 2024

earnings per share was -0.10 yuan, and net assets per share were 1.70 yuan; After the exercise of the rights, the total share capital of the company will change

and 7,059,087,013 shares, basic earnings per share of -0.10 yuan, net assets per share of 1.70 yuan. root

The exercise of the option does not have a material impact on the company's latest financial position and operating results.

The announcement is hereby made.

Board of Directors of Silicon Integrated Circuit Manufacturing Co., Ltd

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