VeriSilicon: Shanghai Fangda (Beijing) Law Firm's legal opinion on the achievement of the vesting conditions of some restricted shares in the company's 2020 restricted stock incentive plan and the invalidation of some restricted shares in the 2020 and 2022 restricted stock incentive plans

DATE: Jan 21 2025

FANGDAPARTNERS

http://www.fangdalaw.com

No.1 Guanghua Road, Chaoyang District, Beijing, China E-mail: email@fangdalaw.com

27th Floor, North Tower, Kerry Centre, Beijing Tel.: 86-10-5769-5600

Zip code: 100020 Fax: 86-10-5769-5788

27/F，North Tower, Beijing Kerry Centre

1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Shanghai Fangda (Beijing) Law Firm

About VeriSilicon Microelectronics (Shanghai) Co., Ltd

The 2020 restricted stock incentive plan granted part of the third vesting period for the first time,

Reserved for the second tranche of vesting for the second vesting period vesting conditions for achievement and 2020 and 2022 years

Matters related to the invalidation of some restricted shares in the stock incentive plan

Legal Opinions

To: VeriSilicon Microelectronics (Shanghai) Co., Ltd

Shanghai Fangda (Beijing) Law Firm (hereinafter referred to as the "Firm") is a law firm with legal practice qualifications in the People's Republic of China. Pursuant to the relevant legal counsel agreement, the firm hereby distributes the first part of the third vesting period vesting and the second batch of second vesting period vesting (hereinafter referred to as the "vesting") under the 2020 restricted stock incentive plan (hereinafter referred to as the "2020 incentive plan") of VeriSilicon Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") (hereinafter referred to as the "Company") under the 2020 restricted stock incentive plan (hereinafter referred to as the "2020 incentive plan"), as well as the 2020 incentive plan and the company's 2022 restricted stock incentive plan (hereinafter referred to as the "2022 incentive plan") This legal opinion is issued on matters related to the invalidation of some restricted shares that have been granted but have not yet vested (hereinafter referred to as the "invalidation").

The firm is based on the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), the Administrative Measures for Equity Incentives of Listed Companies (the "Administrative Measures"), the Rules Governing the Listing of Stocks on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (the "Listing Rules"), and the Self-Regulatory Guidelines for Listed Companies on the Sci-Tech Innovation Board No. 4 – Disclosure of Equity Incentive Information (the "Disclosure Guide") and other applicable rules and normative documents that have been publicly promulgated and taken effect within the territory of the People's Republic of China (hereinafter collectively referred to as "Chinese laws and regulations", which are only for the purpose of this legal opinion, excluding the laws and regulations of the Hong Kong Special Administrative Region of China, the Macao Special Administrative Region of China and the Taiwan region of China)

issued this legal opinion.

In order to issue this legal opinion, our lawyers reviewed the 2020 Restricted Stock Incentive Plan of VeriSilicon Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as the "2020 Incentive Plan"), the Administrative Measures for the Implementation of the 2020 Restricted Stock Incentive Plan of VeriSilicon Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as the "2020 Assessment Measures"), and the 2022 Restricted Stock Incentive Plan of VeriSilicon Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as the "2020 Restricted Stock Incentive Plan") (hereinafter referred to as the "2020 Restricted Stock Incentive Plan") 2022 Incentive Plan"), VeriSilicon Microelectronics (Shanghai) Co., Ltd. 2022 Restricted Stock Incentive Plan Implementation Assessment Management Measures (hereinafter referred to as the "2022 Assessment Measures"), VeriSilicon Microelectronics (Shanghai) Co., Ltd. Articles of Association, relevant shareholders' meeting documents, board meeting documents, board of supervisors meeting documents, independent opinions of independent directors, written confirmation by the Company, and other documents that the firm deems necessary to be reviewed, The relevant facts and materials were verified and verified by inquiring about the public information of government departments. The Firm also warrants that the documents and representations provided by the Company to the Company are complete, true, accurate and valid; The subject of the signed document has the right and capacity to sign the document, all signatures and seals in the documents provided are genuine, and any signed documents are validly authorized by the relevant parties and signed by their legal representatives or legally authorized representatives; copies of the documents are in conformity with the originals, and all facts and documents sufficient to affect this legal opinion have been disclosed to the firm without any concealment, omission, falsehood or misleading; These facts and documents have not changed in any way as of the date they were provided to the Firm and as of the date of this legal opinion.

For the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, the firm relies on the supporting documents issued by relevant government departments, companies or other relevant institutions to issue legal opinions.

In accordance with the provisions of the Chinese law in force at the date of issuance, the firm issues legal opinions on the facts that have occurred or existed before the date of issuance of this legal opinion, and based on the understanding of the relevant facts and the understanding of Chinese law.

The Firm only issues legal opinions on PRC law issues related to this vesting and annulment, and does not comment on professional matters relating to accounting and auditing, asset valuation, credit rating, financial internal control, investment and business decision-making, as the Firm is not properly qualified to make such comments. The references in this legal opinion are strictly in accordance with the reports issued by the relevant intermediaries or the company's documents, and such references do not imply any endorsement or warranty by the Firm as to the truthfulness and accuracy of the relevant data, conclusions and considerations.

In accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Securities Legal Business of Law Firms (for Trial Implementation), as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and that the conclusive opinions issued are legal and accurate, and there are no false records. Misleading statements or material

omission, and bear the corresponding legal responsibility.

This legal opinion is only for the company's attribution and invalidation, and shall not be used by any other person or for any other purpose. This Legal Opinion may not be made available to, relied upon by, or used for any other purpose by any other person without the prior written consent of the Firm.

The firm agrees to use this legal opinion as a necessary statutory document for this attribution and invalidation.

In accordance with the generally recognized professional standards, ethics and diligence of the lawyer industry, the firm has verified and verified the relevant documents and facts provided by the company, and hereby issues the following legal opinions:

1. The internal review procedures that have been performed for this attribution and this annulment

1.1 On December 22, 2020, the Company held the second extraordinary general meeting of shareholders in 2020 to deliberate

The "Proposal on Reviewing < VeriSilicon Microelectronics (Shanghai) Co., Ltd. 2020 Restricted Stock Incentive Plan (>Draft) and Its Summary" and "Deliberation and Management Measures for the Implementation of < VeriSilicon Microelectronics (Shanghai) Co., Ltd.'s 2020 Restricted Stock Incentive Plan" were passed>and "Proposal on Authorizing the Board of Directors to Handle Matters Related to the 2020 Restricted Stock Incentive Plan" and other proposals related to the 2020 incentive plan.

Among them, the "Proposal on Authorizing the Board of Directors to Handle Matters Related to the 2020 Restricted Stock Incentive Plan" authorizes the board of directors to review and confirm the vesting qualifications and number of vesting of incentive recipients, decide whether the restricted shares granted to incentive recipients can be vested, handle all matters necessary for the vesting of incentive recipients, and cancel and invalidate the restricted shares that have not yet vested in incentive recipients.

1.2 On January 20, 2022, the company held the first extraordinary general meeting of shareholders in 2022 to deliberate

The "Proposal on Reviewing < VeriSilicon Microelectronics (Shanghai>) Co., Ltd. 2022 Restricted Stock Incentive Plan (Draft) and Its Summary and Its Summary" and "Proposal on Reviewing < VeriSilicon Microelectronics (Shanghai) Co., Ltd. 2022 Restricted Stock Incentive Plan Implementation Assessment and Management Measures" >and "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2022 Restricted Stock Incentive Plan" and other proposals related to the 2022 incentive plan.

Among them, the "Proposal on Authorizing the Board of Directors to Handle Matters Related to the 2022 Restricted Stock Incentive Plan" authorizes the board of directors to review and confirm the vesting qualifications and number of vesting of incentive recipients, decide whether the restricted shares granted to incentive recipients can be vested, handle all matters necessary for the vesting of restricted shares of incentive recipients, and cancel the vesting of restricted shares that have not yet vested in incentive recipients.

1.3 On January 20, 2025, the Company held the 20th meeting of the second session of the Board of Directors to deliberate and approve

Passed the "Vesting Article on the Third Vesting Period of the Company's 2020 Restricted Stock Incentive Plan for the First Grant".

"Proposal on the Achievement of the Vesting Conditions for the Second Vesting Period of the Second Batch of the Company's 2020 Restricted Stock Incentive Plan" and "Proposal on Invalidating and Disposing of Some Restricted Shares Granted but Not Vested under the 2020 Restricted Stock Incentive Plan and the 2022 Restricted Stock Incentive Plan",

Approved the 510,500 shares granted to the 325 incentive recipients granted for the first time under the company's 2020 incentive plan

According to the authorization of the company's second extraordinary general meeting of shareholders in 2020, it is agreed that the company will vest the above-mentioned restricted shares that meet the vesting conditions during the vesting period in accordance with the relevant provisions of the "2020 incentive plan" and the proposed vesting arrangement, and further authorize the chairman Wayne Wei-Ming Dai or its authorized person

the specific matters of this attribution; Approved the 344,650 shares under the 2020 incentive plan and 2022

126,400 shares under the annual incentive plan, totaling 471,050 restricted shares that have been granted but have not yet vested, will be forfeited. The independent directors of the Company issued a concurring independent opinion.

1.4 On January 20, 2025, the Company held the 18th meeting of the second session of the Board of Supervisors

After the "Proposal on the Achievement of the Vesting Conditions of the First Grant of Part of the Third Vesting Period of the Company's 2020 Restricted Stock Incentive Plan", "Proposal on the Achievement of the Vesting Conditions of the Second Batch of the Second Vesting Period Reserved for the Grant of the Company's 2020 Restricted Stock Incentive Plan" and "Proposal on the Cancellation of Part of the Restricted Shares Granted but Not Vested under the 2020 Restricted Stock Incentive Plan and the 2022 Restricted Stock Incentive Plan",

Approved the restricted nature of 510,500 shares granted to the 325 incentive recipients granted for the first time under the 2020 incentive plan

The vesting conditions for the third vesting period of the shares and the vesting conditions for the second vesting period of 59,000 restricted shares granted to the 19 incentive recipients of the second batch under the 2020 incentive plan have been achieved, and the foregoing matters are in line with the relevant provisions of the "Administrative Measures", "2020 Incentive Plan" and other relevant provisions, and it is agreed that the company will enter the above-mentioned restricted shares that meet the vesting conditions in accordance with the relevant provisions of the "2020 Incentive Plan" and the proposed vesting arrangements

row attribution; Approved the calculation of 344,650 shares under the 2020 incentive plan and the 2022 restricted stock incentive plan

126,400 shares under the transfer, totaling 471,050 restricted shares that have been granted but have not yet vested, will be invalidated. On the same day, the Board of Supervisors of the Company issued the "Verification Opinions of the Board of Supervisors of VeriSilicon Microelectronics (Shanghai) Co., Ltd. on the Vesting List of the Third Vesting Period of the First Grant of the 2020 Restricted Stock Incentive Plan and the Second Batch of the Second Vesting Period of the Reserved Grant Part".

To sum up, the firm believes that as of the date of issuance of this legal opinion, the Company has obtained the necessary approvals and authorizations for this attribution and this invalidation, which is in compliance with the relevant provisions of the Administrative Measures, the Listing Rules, the Disclosure Guidelines, the 2020 Incentive Plan and the 2022 Incentive Plan.

2. The specific circumstances of the vesting of part of the third vesting period granted for the first time in the 2020 incentive plan

2.1 Vesting Period

According to the relevant provisions of the 2020 Incentive Plan, the third vesting period of restricted shares granted for the first time under the 2020 Incentive Plan is "from the first trading day after 48 months from the date of the first grant to the last trading day within 60 months from the date of the first grant". According to the fifteenth meeting of the first board of directors of the company

The first grant date of the 2020 incentive plan is December 25, 2020. Therefore, 2020

The third vesting period for restricted stock granted for the first time under the annual incentive plan is December 25, 2024

December 24, 2025. As of the date of issuance of this legal opinion, the above-mentioned restricted shares have entered the third one

Vesting Period.

2.2 Attribution conditions and their achievements

According to the relevant provisions of the "2020 Incentive Plan" and the "2020 Assessment Measures", the company's written confirmation and verification, the vesting conditions and conditions of the third vesting period of the first grant of the 2020 incentive plan are as follows:

Serial Number Attribution Achievement Status

The Company has not experienced any of the following:

(1) The financial accounting report of the most recent fiscal year is issued by a certified public accountant

Audit reports with negative opinions or inability to express opinions; As of this Statement, as of the Company's written confirmation

(2) The company did not issue the legal opinion on the date when the internal control of the financial report of the most recent fiscal year was issued by the certified accountant

1. The division issues an audit report with a negative opinion or cannot express an opinion; In the case of the above, this item shall be satisfied

(3) In the last 36 months after listing, there have been non-compliance with laws, regulations and official documents.

the company's articles of association and public commitment to profit distribution;

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

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

The incentive recipient does not have any of the following circumstances:

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

(2) Recognized by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months According to the company's written confirmation, as of this one

be an unfit person; Date of issuance of the legal opinion, 2020

2 (3) In the last 12 months, it has been granted part of the third part of the CSRC for the first time due to major violations of laws and regulations

will impose administrative penalties or take measures to prohibit market entry from the market by the committee and its dispatched agencies; None of the incentive recipients related to the vesting period were not

(4) Those who are prohibited from serving as directors or senior executives of the company as stipulated in the Company Law shall meet the vesting of this item

the situation of the manager; Condition.

(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.

The 2020 incentive plan was awarded for the first time

A total of 444 people were incentivized, according to the company

Written confirmation as of this legal opinion

3. Each batch of restricted shares granted to the incentive recipients must meet the date of issuance of the letter before vesting, except for 119 incentive recipients

More than 24 months of tenure. Except for those who have left their posts due to personal reasons, the rest

The 325 incentive recipients all met the requirements of the left statement

The term of service requirements shall be met in accordance with this attribution

Item.

Based on the company's operating income value in 2019 (1339.9146 million yuan) According to Deloitte Touche Tohmatsu Certified Public Accountants

4 numbers, the value of the 2023 annual operating income is determined to be higher than the 2019 annual operating income (special general partnership).

The growth rate of the input value (X): The report (24) of the report (24).

(1) X≥50%: 100% of the company-level attribution ratio; No. S00211), the company's 2023 annual battalion

Serial Number Attribution Achievement Status

(2) 40%≤X<50%: 80% of the company-level attribution; The business income was 2,337,996,408.69 yuan,

(3) X<40%: 0 at the company level. This is the increase in operating income compared to 2019

The rate is about 74.49%, so it is exciting in 2020

For the first time, the incentive program was granted to part of the third

The vesting ratio at the company level in the vesting period is:

100%。

The individual-level performance appraisal of all incentive recipients is in accordance with the company's current phase

The relevant provisions organize the implementation, and determine it in accordance with the assessment results of the incentive object

The number of shares actually vested. Divide the performance appraisal results of the incentive object

It is A, B, C, D four grades, and then according to the following assessment rating table As mentioned above, the 2020 incentive plan is the first

The corresponding individual-level attribution ratio determines the actual attribution of the incentive object

Number of shares: 325 incentive recipients of the sub-grant are eligible

Appraisal results A B C D The above tenure requirements. According to the company

5 Written confirmation of the company's human resources 4 points and 3-4 points 2-3 points 2 points, such incentive objects

The 2023 individual performance appraisal results under the source assessment score above (including 3 points) (including 2 points).

Individual-level classified as "A" or "B", 2020 incentive plan

Proportion 100% 100% 80% 0 The third vesting period is granted for the first time

The performance appraisal at the individual level and the performance appraisal at the company level are 100% per year.

Send. The number of restricted shares actually vested by the incentive object in the current year = individual

The number of annual plan vestings× the proportion of company-level vestings× individual-level vestings

Proportion.

2.3 Vesting Arrangements

According to the "Proposal on the Achievement of the Vesting Conditions of the First Grant of Part of the Third Vesting Period of the Company's 2020 Restricted Stock Incentive Plan" deliberated and passed by the 20th meeting of the second board of directors and the 18th meeting of the second board of supervisors of the company, as of the date of issuance of this legal opinion, there are 325 incentive objects involved in the aforementioned attribution, and a total of 510,500 attributable restricted shares; The company will handle the vesting of restricted shares and the registration of relevant vested shares for the relevant incentive recipients in accordance with the vesting window period stipulated in the policy.

Based on the above, the firm believes that the first grant of some restricted shares under the 2020 incentive plan has entered the third vesting period, and the vesting conditions for the 510,500 restricted shares held by the 325 incentive recipients involved in the relevant vesting have been fulfilled, and the relevant vesting arrangements comply with the relevant provisions of the Administrative Measures, the 2020 Incentive Plan and the 2020 Assessment Measures.

3. The specific circumstances of the second vesting period of the second batch reserved for the 2020 incentive plan

3.1 Vesting Period

According to the relevant provisions of the 2020 Incentive Plan, the second vesting period of the second batch of restricted shares reserved for grant under the 2020 Incentive Plan is from the first trading day after 36 months from the date of grant of the reserved part to the last trading day within 48 months from the date of grant of the reserved part. According to the resolution of the 27th meeting of the first board of directors of the company, the second batch of restricted shares reserved for grant in the 2020 incentive plan

The reservation grant date is December 20, 2021. Therefore, the second reserved grant under the 2020 incentive plan

The second vesting period for the Lot of Restricted Stock is from December 20, 2024 to December 19, 2025. cut

As of the date of issuance of this legal opinion, the aforesaid restricted shares have entered the second vesting period.

3.2 Vesting conditions and their achievements

According to the relevant provisions of the "2020 Incentive Plan" and the "2020 Assessment Measures", the company's written confirmation and verification, the vesting conditions and conditions of the second vesting period of the second batch reserved for the grant of the 2020 incentive plan are as follows: