Stock code: 688521 Stock abbreviation: VeriSilicon Announcement No.: 2025-004

VeriSilicon Microelectronics (Shanghai) Co., Ltd

Announcement on the Achievement of the Vesting Conditions for the First Grant of Part of the Third Vesting Period of the 2020 Restricted Stock Incentive Plan and the Second Vesting Period for the Reserved Grant of the Second Batch

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:

Number of restricted shares to be vested: 569,500 shares (510,500 shares are granted for the first time, reserved for grant.)

for the second tranche of 59,000 shares)

Source of attributable shares: The company issues A shares of ordinary shares of the company to the incentive recipients

1. Approval and implementation of the equity incentive plan

(1) The plan and implementation procedures of the equity incentive plan

1. The main content of the equity incentive plan

(1) Equity incentive method: the second type of restricted stocks.

(2) Number of grants: The total number of restricted shares granted is 3.85 million shares, accounting for about 2020 of the company

0.79% of the company's total share capital of 48,551.86 million shares at the time of the announcement of the draft restricted stock incentive plan (hereinafter referred to as the "incentive plan"). Among them, 3.082 million shares were granted for the first time, accounting for about the total share capital of the company at the time of the announcement of the draft incentive plan

0.63% of the amount; 768,000 shares reserved (of which 412,000 shares were granted on August 3, 2021, 2021

356,000 shares were granted on December 20), representing approximately 0.16% of the company's total share capital at the time of the announcement of the draft incentive plan.

(3) Grant price: 38.53 yuan per share, that is, after meeting the grant conditions and vesting conditions, the incentive object can be

Purchase additional A ordinary shares of the Company issued by the Company to incentive recipients at a price of RMB 38.53 per share.

(4) Number of incentives: 444 people were granted for the first time, who were senior managers, technical backbone personnel and business backbone personnel who served in the Company (including subsidiaries) when the Company announced the draft incentive plan. Reservation grants

89 (including 62 on August 3, 2021 and 27 on December 20, 2021)

Technical backbone personnel and business backbone personnel.

(5) The vesting period and vesting arrangements of the restricted shares granted for the first time under the incentive plan are as follows:

Vesting Arrangement Vesting Time The number of vesting rights is accounted for

Proportion of total equity to be given

Restricted shares granted for the first time on the trading day after 24 months from the date of the first grant

50% of the first vesting period of the ticket to the last payment within 36 months from the date of first grant

Easy to stop

Restricted shares granted for the first time on the first trading day after 36 months from the date of the first grant

25% of the second vesting period of the ticket to the last payment within 48 months from the date of first grant

Easy to stop

Restricted shares granted for the first time on the trading day after 48 months from the date of the initial grant

Ticket for the third vesting period to the last one within 60 months from the date of first grant is 25%

Easy to stop

The vesting period and vesting arrangements of the restricted shares reserved for grant under this incentive plan are shown in the table below:

Vesting Arrangement Vesting Time The number of vesting rights is accounted for

Proportion of total equity to be given

Restricted shares reserved for grant are deposited for the first time 24 months after the date of grant of the reserved portion of the shares

The first vesting period of the ticket is from the date of the first vesting period to the maximum of 50% within 36 months from the date of grant of the reserved portion

The next trading day

Restricted shares reserved for grant are the first deposit 36 months after the date of grant of the reserved portion

Ticket second vesting period from the date of the easy date to the maximum of 48 months from the date of grant of the reserved portion

The next trading day

Restricted shares reserved for grant are deposited for the first time 48 months after the date of grant of the reserved portion

The third vesting period of the ticket is from the date of the change to the maximum of 60 months from the date of grant of the reserved portion

The next trading day

(6) Term of office, company-level performance appraisal requirements and individual-level performance appraisal requirements

(1) The incentive object meets the requirements of the tenure of each attribution period

Each batch of restricted shares granted to the incentive recipient must meet the tenure period of more than 24 months before vesting.

(2) Company-level performance appraisal requirements

For the first time, part of the incentive plan will be awarded for three fiscal years from 2021 to 2023, and each fiscal year will be assessed once. Based on the operating income value in 2019 (1339.9146 million yuan), the growth rate (X) of the operating income value of each assessment year compared with the operating income value in 2019 is assessed, and the performance appraisal targets of each year are granted for the first time as shown in the following table:

Vesting period corresponds to the performance appraisal target company-level vesting ratio

Assessment year

X≧25% 100%

1st vesting period 2021 15%≦X<25% 80%

X<15% 0

X≧40% 100%

Second vesting period 2022 30%≦X<40% 80%

X<30% 0

X≧50% 100%

3rd vesting period 2023 40%≦X<50% 80%

X<40% 0

Note: The above "operating income" is calculated based on the data contained in the consolidated financial statements audited by the accounting firm engaged by the company.

The reserved part of the incentive plan is awarded in the assessment year and the performance appraisal target arrangement of each year is the same as that of the first award.

(3) Individual-level performance appraisal requirements for incentive recipients

The individual-level performance appraisal of all incentive recipients shall be organized and implemented in accordance with the current relevant regulations of the company, and the actual number of shares attributable to the incentive recipients shall be determined according to the assessment results. The performance appraisal results of the incentive object are divided into four grades: A, B, C, and D, and the actual number of shares vested by the incentive object will be determined according to the corresponding individual-level vesting ratio in the following assessment and rating table:

Assessment results A, B, C D

The company's human resources assessment score of 4 or more, 3-4 points, 2-3 points, and less than 2 points

Score (3 points included) (2 points included)

Individual-level attribution ratio 100% 100% 80% 0

The actual number of restricted shares vested by the incentive object in the current year = the number of individual planned vesting in the current year× the company-level vesting ratio × the individual-level vesting ratio.

If the restricted shares vested in the current plan of the incentive object cannot be vested or cannot be fully vested due to assessment reasons, they shall be invalid and cannot be deferred to subsequent years.

If it is difficult to achieve the purpose of the incentive plan due to changes in the economic situation, market conditions and other factors, the board of directors and/or the general meeting of shareholders of the company may decide to cancel the vesting or terminate the incentive plan for one or more batches of restricted shares that have not yet vested in the incentive plan.

2. The decision-making procedures and information disclosure that have been fulfilled in the restricted stock incentive plan

(1) On December 2, 2020, the company held the 14th meeting of the first board of directors and deliberated and approved

The "Proposal on the Review of the >< VeriSilicon Microelectronics (Shanghai) Co., Ltd. 2020 Restricted Stock Incentive Plan (Draft) and its Summary" and the "Proposal on the Review and Management Measures for the Implementation of the 2020 Restricted Stock Incentive Plan of VeriSilicon Microelectronics (Shanghai) Co., Ltd. < >"Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2020 Restricted Stock Incentive Plan" and other proposals related to this incentive plan. The independent directors of the company expressed their independent opinions on the proposals related to the incentive plan.

On the same day, the company held the ninth meeting of the first board of supervisors, which deliberated and approved the "Proposal on Reviewing < > and Summary of the 2020 Restricted Stock Incentive Plan (Draft) of VeriSilicon Microelectronics (Shanghai) Co., Ltd.", "Proposal on Reviewing < > of the Implementation Assessment and Management Measures of VeriSilicon Microelectronics (Shanghai) Co., Ltd. 2020 Restricted Stock Incentive Plan", and "Proposal on Reviewing the List of Incentive Recipients Granted for the First Time < VeriSilicon Microelectronics (Shanghai) Co., Ltd.'s 2020 Restricted Stock Incentive Plan>and other proposals related to this incentive plan. The Board of Supervisors of the Company verified the relevant matters of this incentive plan and issued relevant verification opinions.

(2) On December 3, 2020, the Company was listed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

According to the "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors" (Announcement No.: 2020-018), according to the entrustment of other independent directors of the company, Mr. Li Chen, an independent director, as the solicitor, solicited voting rights from all shareholders of the company on the proposals related to the incentive plan deliberated at the second extraordinary general meeting of shareholders in 2020.

(3) From December 3, 2020 to December 12, 2020, the company intends to incentivize pairs of the incentive plan

The name and position of the elephant are publicized within the company. During the publicity period, the board of supervisors of the company did not receive the relevant incentives

Any objections to the incentive recipients of the incentive plan. On December 15, 2020, the company was listed on the Shanghai Stock Exchange

The website (www.sse.com.cn) discloses the "Board of Supervisors' Restricted Stock Incentive Plan for 2020

(4) On December 22, 2020, the company held the second extraordinary general meeting of shareholders in 2020 to deliberate and merge

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

(5) On December 23, 2020, the company was listed on the website of the Shanghai Stock Exchange (www.sse.com.cn)

Disclosure of the "Self-inspection Report on the Trading of the Company's Shares by Insiders and Incentive Recipients of the 2020 Restricted Stock Incentive Plan" (Announcement No.: 2020-022).

(6) On December 25, 2020, the company held the fifteenth meeting of the first board of directors and the first supervisor

At the 10th meeting of the Board of Directors, the "Proposal on Adjusting Matters Related to the 2020 Restricted Stock Incentive Plan" and the "Proposal on Granting Restricted Shares to Incentive Recipients for the First Time" were deliberated and approved. The independent directors of the company expressed their independent opinions on the aforesaid matters, and the board of supervisors verified the aforesaid matters and issued verification opinions.

(7) On August 3, 2021, the company held the 21st meeting of the first board of directors and the first supervisor

At the thirteenth meeting of the board of directors, the "Proposal on Granting Reserved Restricted Shares to Incentive Recipients" was deliberated and approved. The independent directors of the company expressed their independent opinions on the aforesaid matters, and the board of supervisors verified the aforesaid matters and issued verification opinions.

(8) On December 20, 2021, the company held the 27th meeting of the first board of directors and the first session

At the 17th meeting of the Board of Supervisors, the "Proposal on Granting Reserved Part of Restricted Shares to Incentive Recipients" was deliberated and approved. The independent directors of the company expressed their independent opinions on the aforesaid matters, and the board of supervisors verified the aforesaid matters and issued verification opinions.

(9) On February 10, 2023, the Company held the fifth meeting of the second session of the board of directors and the second session of supervisors

At the fourth meeting, the "Proposal on the Achievement of the Vesting Conditions of the First Vesting Period of the Company's 2020 Restricted Stock Incentive Plan for the First Time" and "Proposal on the Cancellation of Part of the Restricted Shares Granted but Not Vested under the 2020 Restricted Stock Incentive Plan" and other related proposals were deliberated and approved. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

(10) On August 2, 2023, the Company held the ninth meeting of the second session of the board of directors and the second session of supervisors

At the eighth meeting, the "Proposal on the Cancellation of Part of the Restricted Shares Granted but Not Vested under the 2020 Restricted Stock Incentive Plan" and "The Proposal on the Achievement of the Vesting Conditions for the First Batch of the First Vesting Period of the Company's 2020 Restricted Stock Incentive Plan" were deliberated and approved. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

(11) On December 25, 2023, the company held the 11th meeting of the second board of directors and the second session

At the tenth meeting of the Board of Supervisors, the "Proposal on the Cancellation of Part of the Restricted Shares Granted but Not Vested under the 2020 Restricted Stock Incentive Plan", "Proposal on the Achievement of the Vesting Conditions of the Second Vesting Period of the First Grant of the Company's 2020 Restricted Stock Incentive Plan", "Proposal on the Achievement of the Vesting Conditions of the Second Batch of the Second Batch of Reserved Grants of the Company's 2020 Restricted Stock Incentive Plan" and other related proposals. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

(12) On August 8, 2024, the Company held the 16th meeting of the second session of the board of directors and the second session of the board of directors

At the 14th meeting of the board of directors, the "Proposal on the Achievement of the Vesting Conditions of the First 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" and other relevant proposals were deliberated and approved. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

(13) On January 20, 2025, the Company held the 20th meeting of the second session of the board of directors and the second session of the board of directors

At the eighteenth meeting of the board of directors, the "Proposal on the Achievement of the Vesting Conditions of the Third Vesting Period of the First Grant of the Company's 2020 Restricted Stock Incentive Plan", "The 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", "Proposal on the Cancellation of the Restricted Stock Incentive Plan in 2020 and the Restricted Stock Incentive Plan in 2022 that Have Been Granted but Not Vested Restricted Shares" and other related proposals. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

(2) The previous grants of restricted shares

On December 25, 2020, the company granted 3.082 million restricted shares to 444 incentive recipients for the first time

Ticket; On August 3, 2021, 412,000 reserved partially restricted shares were granted to 62 incentive recipients; 2021

On December 20, 356,000 reserved restricted shares were granted to 27 incentive recipients.

Grant Date Grant Price Grant Quantity Number of Grants Post-grant restricted shares

The number of tickets remaining

In 2020, 38.53 yuan/share, 3.082 million shares, 444 people, 768,000 shares

December 25th

In 2021, 38.53 yuan/share, 412,000 shares, 62 people, 356,000 shares

August 3rd

In 2021, 38.53 yuan/share, 356,000 shares, 27 people, 0

December 20th

(3) The vesting of restricted shares in each period of the incentive plan

As of the date of this announcement, part of the vesting of the company's incentive plan granted for the first time is as follows:

Vesting Period Vesting Price Vesting Quantity Vesting Listing Date Vesting Number (Person)

785,788 shares 295 on April 4, 2023

147,050 shares 69 on May 30, 2023

The first vesting period is 38.53 yuan per share

151,262 shares 23 on October 17, 2023

0.99000 shares 8 on December 13, 2023

The second vesting period is 38.53 yuan/share, 309,850 shares, 259 on November 27, 2024

As of the date of this announcement, the vesting of the restricted shares reserved for grant in the company's incentive plan is as follows:

Vesting Period Vesting Price Vesting Quantity Vesting Listing Date Vesting Number (Person)

Reservations are granted to the first batch

126,886 shares on October 17, 2023 54

The first vesting period is 38.53 yuan per share

03,114 shares on December 13, 2023 4 people

The second vesting period is 38.53 yuan/share 5.0000 shares on November 27, 2024 38 people

The reservation is granted for the second batch

The first vesting period is 38.53 yuan/share 8.4000 shares 16 on November 27, 2024

2. Explanation of the vesting conditions of restricted shares

(1) The deliberation of the board of directors on whether the vesting conditions of the restricted shares have been fulfilled

On January 20, 2025, the company held the 20th meeting of the second board of directors to deliberate on 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" and "Proposal on the Achievement of the Vesting Conditions of the Second Batch of the Second Vesting Period of the Company's 2020 Restricted Stock Incentive Plan". The board of directors agreed that the vesting conditions for the third vesting period of 510,500 restricted shares granted to the 325 incentive recipients granted for the first time under the company's 2020 restricted stock incentive plan have been fulfilled, and the vesting conditions for the second vesting period of 59,000 restricted shares granted to the 19 incentive recipients of the second batch have been fulfilled, and according to the authorization of the company's second extraordinary general meeting of shareholders in 2020, it is agreed that the company will comply with the "VeriSilicon Microelectronics (Shanghai) Co., Ltd. 2020 The relevant provisions of the Annual Restricted Stock Incentive Plan (hereinafter referred to as the "2020 Incentive Plan") and the proposed vesting arrangements shall vest the above-mentioned restricted shares that meet the vesting conditions, and further authorize the Chairman Wayne Wei-Ming Dai (Dai Weimin) or his authorized person to handle the specific matters of this vesting, including but not limited to determining the vesting window period, submitting an application for vesting to the stock exchange, and making an application for vesting in accordance with the 2020 Plan The vesting arrangement of the annual incentive plan is to handle the vesting procedures for the relevant incentive objects, apply to the Shanghai Branch of China Securities Depository and Clearing Corporation for relevant registration and settlement business, amend the articles of association, and handle the registration of changes in the company's registered capital.

Board Vote: 9 votes in favor, 0 votes against, and 0 abstentions.

The independent directors of the company expressed their independent opinions in agreement with the proposal.

(2) A description of the third vesting period for which the incentive plan is granted to the incentive object for the first time meets the vesting conditions

1. According to the vesting schedule, the first grant of restricted shares under the incentive plan has entered the third vesting period

According to the relevant provisions of the 2020 Restricted Stock Incentive Plan (Draft), the third vesting period of restricted shares granted for the first time 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". The first grant date of this incentive plan is 2020

December 25, so the third vesting period for the restricted stock granted for the first time is December 25, 2024

Until December 24, 2025.

2. Explanation of the vesting conditions for the first grant of restricted shares

According to the authorization of the company's second extraordinary general meeting of shareholders in 2020, according to the company's "2020 restricted shares

According to the relevant provisions of the Ticket Incentive Plan (Draft) and the Measures for the Administration of the Implementation of the 2020 Restricted Stock Incentive Plan, the vesting conditions for the third vesting period of the first grant of some restricted shares under the incentive plan have been fulfilled

The achievement of the vesting conditions is explained as follows:

Attribution conditions Achievement status

(1) The company has not experienced any of the following circumstances:

1. The financial accounting report of the most recent fiscal year has been issued a negative opinion by a certified public accountant or

audit reports in which the person is unable to express an opinion;

2. The internal control of the financial report in the most recent fiscal year was issued by a certified public accountant to deny the above-mentioned circumstances of the company.

audit reports in which an opinion is seen or cannot be expressed; Eligible for attribution.

3. In the last 36 months after listing, there has been no disclosure in accordance with laws and regulations, articles of association, and disclosure

Circumstances in which there is a commitment to distribute profits;

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

5. Other circumstances recognized by the China Securities Regulatory Commission.

(2) The incentive recipient has not experienced any of the following circumstances:

1. 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 in the past 12 months;

3. In the past 12 months, the China Securities Regulatory Commission and its dispatched incentive recipients have not been incentivized by the China Securities Regulatory Commission for major violations of laws and regulations

administrative penalties or market entry bans; shape, in line with the attribution conditions.

4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the Company Law

Target;

5. Laws and regulations stipulate that it is not allowed to participate in the equity incentive of listed companies;

6. Other circumstances identified by the China Securities Regulatory Commission.

(3) Requirements for the tenure of the vesting period The proposed vesting incentive object is met

Each batch of restricted shares granted to the incentive recipient must meet the vesting term requirement of more than 24 months before vesting. term of office.

According to Deloitte Touche Tohmatsu CPA

Firm (Special General Partnership)

to the company's 2023 annual report

(4) The audit report issued by the company's performance appraisal requirements (Deshi

The third vesting period assessment year is 2023. Report (review) word (24) p02741

Based on the company's operating income value in 2019 (1339.9146 million yuan), assessment No. 2023): The company will achieve in 2023

The growth rate of the annual operating income value compared with the 2019 operating income value (X): Operating income

1. X≥50%: 100% of the company's attribution; 2,337,996,408.69 yuan

2. 40%≤X<50%: 80% of the company's attribution; The annual growth rate in 2019 is about:

3. X<40%: 0 74.49% of the company-level attribution ratio, company-level performance

Meet the vesting requirements, male

The division level attribution ratio is as follows:

100%。

(5) Performance appraisal requirements at the individual level The company's restricted shares in 2020

The individual-level performance appraisal of all incentive recipients is in accordance with the company's current relevant regulations, and the incentive plan is granted for the first time to 325 incentive recipients who are still organizing and implementing, and the actual number of shares attributable to them is determined according to the assessment results of the incentive recipients

Measure. The performance appraisal results of the incentive objects are divided into four grades: A, B, C, and D, and the individual performance appraisal will be completed in 2023

The incentive object is determined according to the corresponding individual-level attribution ratio in the following assessment and rating table Guojun is "A" or "B", this period

Actual number of shares vested: The proportion of shares vested at the individual level is

Assessment result A B C D 100%. This time it is in accordance with the attribution article

There are a total of 325 incentive recipients with a score of 4 or above, 3-4 points, 2-3 points, and 2 points or less in the company's human resources.

Assessment score (including 3 points) (including 2 points)

Personal-level belonging

Ratio 100% 100% 80% 0

The number of restricted shares actually vested by the incentive object in the current year = the individual's plan in the current year

The number of genera × the proportion of attribution at the company level × the proportion of attribution at the individual level.

(3) A description of the second vesting period reserved for the second batch of incentive recipients in the incentive plan that meets the vesting conditions

1. According to the vesting schedule, the second batch of restricted shares reserved for grant under the incentive plan has entered the second vesting period

According to the relevant provisions of the 2020 Restricted Stock Incentive Plan (Draft), the first vesting period of the second batch of restricted shares reserved for grant 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". This incentive plan is reserved

Part of the second tranche is granted on December 20, 2021, and therefore the second tranche of restricted shares is reserved

The first vesting period for tickets is from December 20, 2024 to December 19, 2025.

2. Explanation of the vesting conditions for the second batch of restricted shares reserved for granting

According to the authorization of the company's second extraordinary general meeting of shareholders in 2020, according to the company's "2020 restricted shares

According to the relevant provisions of the Ticket Incentive Plan (Draft) and the Measures for the Administration of the Implementation of the 2020 Restricted Stock Incentive Plan, the vesting conditions for the second vesting period reserved for the grant of the second batch of restricted shares in the incentive plan have been fulfilled, and the achievement of the vesting conditions is hereby explained as follows:

Attribution conditions Achievement status

(1) The company has not experienced any of the following circumstances:

1. The financial accounting report of the most recent fiscal year was issued by a certified public accountant

Audit reports with negative opinions or inability to express opinions;

2. The internal control of the financial report of the most recent fiscal year has not occurred in the above-mentioned circumstances, and the audit report issued by the attribution division with a negative opinion or unable to express an opinion has not occurred; Item.

3. In the last 36 months after listing, there has been a failure to comply with laws and regulations

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 recognized by the China Securities Regulatory Commission.

(2) The incentive recipient has not experienced any of the following circumstances:

1. Identified as an unsuitable person by the stock exchange within the last 12 months; The incentive object has not occurred in the above-mentioned circumstances, and meets the conditions of attribution2, and has been recognized by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months.

be an unfit person;

3. In the past 12 months, he has been arrested by the China Securities Regulatory Commission for 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;

4. Those who have the provisions of the "Company Law" shall not serve as directors or senior directors of the company

the situation of the manager;

5. Laws and regulations stipulate that it is not allowed to participate in the equity incentive of listed companies;

6. Other circumstances identified by the China Securities Regulatory Commission.

(3) Requirements for the tenure of the vesting period The proposed vesting incentive object meets the vesting position

Each batch of restricted shares granted to the incentive recipients must meet the maturity requirements before vesting.

A full tenure of more than 24 months.

(4) Company-level performance appraisal requirements According to Deloitte Touche Tohmatsu Certified Public Accountants (Special General Accountants).

The second vesting period assessment year is 2022. Tong Partnership) to the company's 2022 annual report

The audit report based on the company's operating income value in 2019 (1339.9146 million yuan) (Deshi Bao (Review) Zi (23)

Base, assessment 2022 annual operating income value fixed ratio 2019 annual revenue No. P02563): 2022 annual company realization business

Growth rate of business income value (X): Business income was 2,678,990,094.05 yuan, compared with 2019

1. X≥40%: 100% of the company-level attribution ratio; The annual growth rate is about 99.94%, and the company is in business

2. 30%≤X<40%: 80% of the company-level attribution; If the performance meets the requirements of the vesting conditions, the company level will be vested

3. X<30%: The proportion of 0 attribution at the company level is 100%.

(5) Individual-level performance appraisal requirements

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

The relevant provisions of the line are organized and implemented, and the assessment of the incentive object is completed

determine the number of shares actually vested. Performance appraisal of the motivator

The nuclear results are divided into four grades: A, B, C, and D

The corresponding individual-level vesting ratio in the assessment rating table determines the incentive company's 2020 restricted stock incentive plan

The number of shares actually vested in the object: reserved for the second batch of 19 still in office

Appraisal results A B C D incentive objects 2022 individual performance appraisal results are all

The company's human resources score 4 points and 3-4 points and 2-3 points are "A" or "B", and the proportion of attribution at the individual level in the current period

The source assessment score is 100% (including 3 (including 2 and 2 points or less). This incentive that meets the vesting conditions

A total of 19 subjects.

At the individual level

Genus Proportion: 100% 100%, 80% 0

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

The number of planned attributions of people in the current year × the proportion of attribution at the company level × at the individual level

Face attribution.

(4) The treatment of some restricted shares that do not meet the vesting conditions

For details of the Company's Cancellation of Some Restricted Shares that do not meet the vesting conditions, please refer to the Company's Announcement on the Cancellation of Some Restricted Shares (Announcement No.: 2025-005).

(5) Opinions of the Board of Supervisors

The Board of Supervisors believes that it agrees to the 325 employees granted for the first time under the company's 2020 restricted stock incentive plan

The vesting conditions for the third vesting period of the 510,500 restricted shares granted to the incentive recipients have been fulfilled and agreed

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 company's 2020 restricted stock incentive plan have been achieved, and this matter complies with the relevant provisions of the "Measures for the Administration of Equity Incentives of Listed Companies" and the "2020 Restricted Stock Incentive Plan (Draft)".

3. The specific situation of this attribution

(1) Date of first award: December 25, 2020; Reservation second tranche grant date: December 2021

May 20th.

(2) Number of vested shares: 569,500 shares, of which 510,500 shares were partially vested for the first time and reserved

59,000 shares vested in the second tranche.

(3) Number of vestings: 335 people, of which 325 people were granted for the first time, and 19 people were reserved for the second batch

(including the first grant part of this incentive plan and the second batch of reserved grants, and 9 people are repeatedly granted).

(4) Grant price: 38.53 yuan per share.

(5) Source of stock: The company issues A shares of ordinary shares of the company to the incentive recipients.

(6) The list of incentive recipients and their attribution

1. The third vesting period of the first grant part

The number of vestibles that have been granted is the number of vesting amounts

Name Nationality Position Number of Institutional Shares Quantity (10,000 shares) Restricted nature granted

(10,000 shares) The proportion of the total number of shares

1. Senior management personnel

Wang Zhiwei China Vice President and Core Technical Staff 20.0000 5.0000 25%

Yang Hai China Core technical personnel 6.0000 1.5000 25%

Subtotal 26.0000 6.5000 25%

2. Other incentive recipients

Technical backbone personnel (295 people) 111.1000 27.7750 25%

Key personnel (28 people) 67.1000 16.7750 25%

Total (325 people) 204.2000 51.0500 25%

2. Reserve the second vesting period of the second batch

The number of vestibles that have been granted is the number of vesting amounts

Name Nationality Position Number of Institutional Shares Quantity (10,000 shares) Restricted nature granted

(10,000 shares) The proportion of the total number of shares

1. Senior management personnel

Wang Zhiwei China Vice President, Core Technical Personnel 5.0000 1.2500 25%

2. Other incentive recipients

Technical backbone personnel (17 people) 16.6000 4.1500 25%

Key personnel (1 person) 2.0000 0.5000 25%

Total (19 people) 23.6000 5.9000 25%

4. The board of supervisors verifies the list of incentive recipients

After verification, the board of supervisors believes that the 335 incentive objects to be vested this time (325 people who are granted part for the first time,

19 people are reserved for the second batch, including the first grant part of this incentive plan and the second batch of 9 people reserved for granting) meet the qualifications stipulated in the Company Law, the Securities Law and other laws, regulations and normative documents, as well as the Articles of Association, meet the conditions for incentive objects stipulated in laws, regulations and normative documents such as the Measures for the Administration of Equity Incentives of Listed Companies and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and meet the requirements of the 2020 Restricted Stock Incentive Plan (Draft) The scope of the specified incentive objects, as the main qualification of the incentive object of the company's restricted stock incentive plan, is legal and valid, and the vesting conditions for the incentive object to be granted restricted shares have been fulfilled. The Board of Supervisors agreed to the vesting of the 335 eligible incentive recipients, and the corresponding number of restricted shares was 569,500 shares. The above-mentioned matters comply with the conditions stipulated in relevant laws, regulations and normative documents, and there is no harm to the interests of the company and shareholders.

5. Explanation of the vesting date and the trading of the company's shares

The company will handle the registration procedures for the ownership of restricted shares and related attributable shares of incentive recipients in a unified manner according to the vesting window period stipulated in the policy, and determine the date on which China Securities Depository and Clearing Corporation Shanghai Branch completes the registration procedures for share change as the vesting date.

The incentive objects participating in this incentive plan do not include the company's directors and shareholders holding more than 5% of the shares. By the company

According to the investigation, the senior management personnel participating in this incentive plan did not buy or sell the company's shares within 6 months before the date of the board resolution that met the vesting conditions.

6. Accounting and explanation of restricted stock expenses

The company is in accordance with Accounting Standard for Business Enterprises No. 11 - Share-based Payment and Accounting Standard for Business Enterprises No. 22

——Recognition and measurement of financial instruments", to determine the fair value of the restricted shares on the grant date, and there is no need to re-evaluate the restricted shares after the grant date, the company will revise the estimated number of attributable restricted shares on each balance sheet date from the grant date to the vesting date, based on the latest changes in the number of attributable shares, the completion of performance indicators and other follow-up information, and according to the fair value of the restricted shares on the grant date, the services obtained in the current period will be included in the relevant costs or expenses and capital reserve.

After the company grants the restricted shares on the grant date, it has amortized the expenses related to the restricted shares in accordance with the accounting standards in the corresponding waiting period, which is subject to the annual audit report issued by the accounting firm, and the vesting of the restricted shares will not have a significant impact on the company's financial position and operating results.

7. Concluding observations of the legal opinion

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 vesting and invalidation, which is in accordance with the relevant provisions of the Administrative Measures, the Listing Rules, the Disclosure Guide, the 2020 Incentive Plan and the 2022 Incentive Plan. The restricted shares granted for the first time under the 2020 incentive plan have entered the third vesting period, and the relevant 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. The second batch of restricted shares reserved for grant under the 2020 incentive plan has entered the second vesting period, and the vesting conditions for the 59,000 restricted shares held by the 19 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; This invalidation is in line with the relevant provisions of the "Management Measures", "2020 Incentive Plan" and "2022 Incentive Plan".

8. Attachments to online announcements

(1) Independent opinions of independent directors on relevant matters deliberated at the 20th meeting of the second board of directors of the company;

(2) The verification opinions of the board of supervisors on the vesting list of the third vesting period of the first grant part of the restricted stock incentive plan and the vesting list of the second batch of the second vesting period of the reserved grant part;

(2) Shanghai Fangda (Beijing) Law Firm's legal opinion on matters related to the third vesting period of the first grant of VeriSilicon Microelectronics (Shanghai) Co., Ltd.'s 2020 restricted stock incentive plan, the achievement of the vesting conditions of the second batch of the second vesting period reserved for grant, and the invalidation of some restricted shares in the 2020 and 2022 restricted stock incentive plans.

The announcement is hereby made.

Board of Directors of VeriSilicon Microelectronics (Shanghai) Co., Ltd

January 21, 2025