Stock code: 688012 Stock abbreviation: China Micro Corporation

China Micro Semiconductor Equipment (Shanghai) Co., Ltd

2025 Restricted Stock Incentive Plan

(Draft)

China Micro Semiconductor Equipment (Shanghai) Co., Ltd

April 2025

Declarations

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.

All incentive recipients of the Company promise that if the Company does not comply with the grant of rights or the vesting arrangement of rights and interests due to false records, misleading statements or material omissions in the information disclosure documents, the incentive recipients shall return all the benefits obtained by this incentive plan to the Company after the relevant information disclosure documents are confirmed to contain false records, misleading statements or material omissions.

Special Tips

1. This incentive plan is formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Administrative Measures, the Self-Regulatory Guide for Listed Companies on the Science and Technology Innovation Board No. 4 - Disclosure of Equity Incentive Information and other relevant laws, regulations and normative documents, as well as the Articles of Association of China Micro Semiconductor Equipment (Shanghai) Co., Ltd.

2. The incentive tool adopted in this incentive plan is restricted stock (Class II restricted stock). The source of the shares is the directional issuance of A ordinary shares of the Company by China Micro Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Company" or "the Company") to the incentive recipients.

Incentive recipients who meet the grant conditions of this incentive plan will receive additional A ordinary shares issued by the Company at the grant price at the grant price after satisfying the corresponding vesting conditions, and such shares will be registered with China Securities Depository and Clearing Corporation Shanghai Branch. The restricted shares granted to the incentive recipients do not enjoy the rights of shareholders of the company before vesting, and the restricted shares shall not be transferred, used for guarantee or repayment of debts.

3. The incentive plan intends to grant no more than 12 million restricted shares to the incentive recipients, accounting for about 1.9281% of the company's total share capital of 62,2363,735 shares at the time of the announcement of the draft incentive plan. Among them, no more than 10 million shares were granted for the first time, accounting for about 1.6068% of the company's total share capital at the time of the announcement of the draft incentive plan, and the first grant accounted for about 83.3333% of the total rights and interests granted this time; 2 million shares are reserved, accounting for about 0.3214% of the company's total share capital at the time of the announcement of the draft incentive plan, and the reserved part accounts for about 16.6667% of the total rights and interests granted this time.

As of the date of the announcement of the draft incentive plan, all the equity incentive plans of the company within the validity period are involved

The total amount of underlying shares does not exceed 20.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation. The cumulative amount of shares of the Company granted to any incentive recipient in this plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the Company when the plan is submitted to the general meeting of shareholders for deliberation.

4. The grant price of restricted shares under the plan (including reserved grants) is RMB 100 per share. From the date of the announcement of the draft incentive plan to the completion of the registration of the ownership of restricted shares, if the company converts capital reserve into share capital, distributes stock dividends, subdivides or shrinks shares, allotments, dividends, etc., the grant price and/or quantity of restricted shares will be adjusted accordingly in accordance with the relevant provisions of this incentive plan.

5. The total number of incentive recipients granted for the first time in this incentive plan shall not exceed 2470, accounting for 98.7210% of all employees of the company. Including the directors, senior management, core technical personnel and other personnel deemed by the Board of Directors to be in need of incentives at the time of the Company's announcement of this incentive plan.

Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders but are included in the incentive plan during the validity period of the incentive plan, and shall be determined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders. The incentive objects of reserved restricted shares shall be determined with reference to the criteria for the first grant, and may include the company's directors, senior managers, core technical personnel and other personnel deemed necessary by the board of directors.

6. The incentive plan shall be valid for a maximum of 72 months from the date of grant of restricted shares to the date on which all the restricted shares granted to the incentive recipients are vested or invalidated. The restricted shares granted to the incentive recipients will be vested in installments according to the agreed proportion, and the premise of each vesting of rights and interests is to meet the corresponding vesting conditions.

7. The company does not have the following circumstances that prohibit the implementation of equity incentives as stipulated in Article 7 of the Measures for the Administration of Equity Incentives of Listed Companies:

(1) The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

(2) The audit report on the internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or could not express an opinion;

(3) In the last 36 months after listing, there has been a failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments;

(4) Where laws and regulations provide that equity incentives must not be implemented;

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

8. The incentive objects participating in this incentive plan do not include the company's supervisors and independent directors. The incentive object complies with the provisions of Article 8 of the Administrative Measures for Equity Incentives of Listed Companies, and there are no of the following circumstances that prohibit the incentive object:

(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 within the last 12 months;

(3) In the past 12 months, the China Securities Regulatory Commission (CSRC) and its dispatched agencies have been subject to administrative penalties or market entry bans for major violations of laws and regulations;

(4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

(5) Where laws and regulations provide that they must not participate in the equity incentive of a listed company;

(6) Other circumstances as determined by the CSRC.

9. The Company undertakes not to provide loans or any other form of financial assistance for the incentive recipients to obtain the relevant restricted stocks in accordance with this incentive plan, including providing guarantees for their loans.

10. This incentive plan can only be implemented after being deliberated and approved by the general meeting of shareholders of the company.

11. The implementation of this incentive plan will not lead to the equity distribution not meeting the requirements of the listing conditions.

Table of Contents

Declaration...... 2

Special Reminder ...... 2

Chapter 1 Interpretation ...... 6

Chapter 2 Purpose and Principles of the Incentive Plan...... 8

Chapter III The management body of this incentive plan...... 10

Chapter IV: Basis and Scope for Determining Incentive Targets...... 11

Chapter V Incentive Methods, Sources, Quantities and Distribution ...... of Restricted Stocks 13

Chapter VI The validity period, grant date, vesting arrangement and lock-up period of this incentive plan...... 15

Chapter VII Grant Price of Restricted Shares and Method for Determining the Grant Price...... 17

Chapter VIII Conditions for the Grant and Vesting of Restricted Stocks...... 19

Chapter IX Implementation Procedures of Restricted Stock Incentive Plans...... 25

Chapter 10 Methods and Procedures for Adjusting Restricted Stock Incentive Plans...... 28

Chapter 11 Accounting Treatment of Restricted Stocks...... 30

Chapter 12 Rights and Obligations of the Company/Incentive Recipients...... 32

Chapter 13 Handling of Changes in the Company/Incentive Recipients...... 34

Chapter XIV: Supplementary Provisions ...... 36

Chapter I: Interpretation

Unless otherwise specified, the following words shall have the following meanings herein:

AMEC, the Company, the Company, and the Listed Company refer to AMEC Semiconductor Equipment (Shanghai) Co., Ltd

This incentive plan, this plan refers to AMEC Semiconductor Equipment (Shanghai) Co., Ltd. in 2025

Restricted Stock Incentive Plan

Restricted Stocks, Class II Restricted Stocks refer to the incentive objects that meet the conditions for granting this incentive plan

The shares of the Company shall be acquired and registered in installments after the conditions of benefit.

In accordance with the provisions of this incentive plan, the directors of the company who have obtained restricted shares

Incentive Targets Refers to the Executives, Senior Management, Core Technicians and the Board of Directors

Other people who need to be motivated.

Grant Date refers to the date on which the Company grants restricted shares to the incentive recipients

Grant Price refers to the price of each restricted stock granted by the Company to the incentive recipient

Validity period refers to the period from the date of grant of restricted shares to the date of grant of incentive recipients

The period during which all the shares are vested or invalidated

Vesting refers to the listed company after the restricted stock incentive object meets the conditions for benefit

The act of registering shares into the account of the incentive recipient

Vesting conditions refer to the restricted stock incentive plan established, and the incentive object is obtained

The conditions that need to be met to benefit the incentive stock

Vesting date refers to the shares granted to the restricted stock incentive recipients after they meet the conditions for benefit

The date of completion of the registration must be the transaction date

"Company Law" means the Company Law of the People's Republic of China

"Securities Law" means the Securities Law of the People's Republic of China

"Administrative Measures" means the Administrative Measures for Equity Incentives of Listed Companies (2025 Amendment)

"Listing Rules" means the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange

"Regulatory Guidelines" means the Self-Regulatory Guidelines for Listed Companies on the STAR Market No. 4 – Stocks

Disclosure of rights incentive information》

"Articles of Association" means the Articles of Association of AMEC Semiconductor Equipment (Shanghai) Co., Ltd.

China Securities Regulatory Commission means the China Securities Regulatory Commission

Stock Exchange means the Shanghai Stock Exchange

Yuan means the Chinese Yuan Yuan

Note: 1. The financial data and financial indicators cited in this draft refer to the financial data of the consolidated financial statements and the financial indicators calculated based on such financial data, unless otherwise specified.

2. If there is any difference in the mantissa between the partial totals and the sum of the detailed numbers directly added in this draft, it is due to rounding.

Chapter 2 The purpose and principles of this incentive plan

1. The purpose and principles of this incentive plan

In order to further establish and improve the company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company's employees, effectively combine the interests of shareholders, the company and the personal interests of employees, and make all parties pay attention to the long-term development of the company, under the premise of fully protecting the interests of shareholders, in accordance with the principle of reciprocity of incentives and constraints, in accordance with the provisions of relevant laws, regulations and normative documents such as the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, the Regulatory Guide and the Articles of Association, Develop this incentive plan.

2. A brief description of the company's other equity incentive plans

As of the announcement date of this incentive plan, the Company is also implementing the 2022 restricted stock incentive plan, the 2023 restricted stock incentive plan and the 2024 restricted stock incentive plan.

(1) 2022 restricted stock incentive plan

The company held the third meeting of the second session of the board of directors on March 9, 2022 and March 25, 2022 respectively

At the meeting, the second extraordinary general meeting of shareholders in 2022 deliberated and approved the "Proposal on the Company's < 2022 Restricted Stock Incentive Plan (Draft) >(Draft) and its Summary" and related proposals. The Company issued a report on March 29, 2022

In 2022, 4 million restricted shares will be granted to the incentive recipients of the restricted stock incentive plan, accounting for about 0.649% of the company's total share capital at the time of grant.

(2) 2023 restricted stock incentive plan

The company held the 11th meeting of the second session of the board of directors on March 30, 2023 and April 20, 2023 respectively

At the meeting, the 2022 Annual General Meeting of Shareholders deliberated and approved the "Proposal on the Company's < 2023 Restricted Stock Incentive Plan (Draft) >(Draft) and its Summary" and related proposals. The company issued a report on June 12, 2023

5.5 million restricted shares were granted to the incentive recipients of the restricted stock incentive plan, accounting for about 0.89% of the total share capital of the company at the time of grant.

(3) 2024 restricted stock incentive plan

The company held the 20th meeting of the second session of the board of directors on March 27, 2024 and April 17, 2024 respectively

At the first meeting and the 2023 Annual General Meeting of Shareholders, the "Proposal on the Company's < of the 2024 Restricted Stock Incentive Plan (Draft) and its >Summary and Its Summary" were deliberated and approved. The Company announced on April 26, 2024 that it was submitted to 2024

8.8 million restricted shares were granted to the incentive recipients of the restricted stock incentive plan for the first time, accounting for about 1.4210% of the company's total share capital of 619,279,423 shares at the time of the announcement of the restricted stock incentive plan in 2024.

This incentive plan is independent of other incentive plans being implemented and is not related to each other.

Chapter 3 The management body of this incentive plan

1. The general meeting of shareholders, as the highest authority of the company, is responsible for reviewing and approving the implementation, change and termination of this incentive plan. The General Meeting of Shareholders may, within the scope of its authority, delegate to the Board of Directors certain matters related to this incentive plan.

2. The Board of Directors is the executive management body of the incentive plan and is responsible for the implementation of the incentive plan. The Board of Directors has established the Remuneration and Appraisal Committee (hereinafter referred to as the "Remuneration Committee"), which is responsible for formulating and revising the incentive plan and submitting it to the Board of Directors for deliberation, and the Board of Directors shall review and approve the incentive plan and submit it to the General Meeting of Shareholders for deliberation. The Board of Directors may handle other matters related to this incentive plan within the scope authorized by the General Meeting of Shareholders.

3. The Remuneration and Appraisal Committee of the Board of Directors is the supervisory body of the incentive plan, and shall express its opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders. The remuneration and appraisal committee of the board of directors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and business rules of the stock exchange, and shall be responsible for reviewing the list of incentive recipients.

If the company changes the equity incentive plan before the shareholders' meeting deliberates and approves it, the remuneration and appraisal committee of the board of directors shall express a clear opinion on whether the changed plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders.

Before the company grants rights and interests to the incentive recipients, the remuneration and appraisal committee of the board of directors shall express a clear opinion on whether the conditions for the incentive recipients to be granted benefits set by the equity incentive plan have been achieved. If there is a discrepancy between the rights and interests granted by the Company to the incentive recipients and the arrangement of this incentive plan, the Remuneration and Appraisal Committee of the Board of Directors shall express a clear opinion.

Before vesting the restricted shares granted to the incentive recipients, the Remuneration and Appraisal Committee of the Board of Directors shall express a clear opinion on whether the vesting conditions of the incentive recipients set by the equity incentive plan have been achieved.

Chapter IV: The basis and scope for determining the incentive targets

1. The basis for determining the incentive object

1. The legal basis for the determination of the incentive object

The incentive objects of this incentive plan are determined in accordance with the relevant provisions of relevant laws, regulations, normative documents and the Articles of Association of the Company in accordance with the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, the Regulatory Guide and other relevant laws, regulations, normative documents and the Articles of Association.

2. The basis for the position determined by the incentive object

For the first time, part of the incentive plan is granted to directors, senior managers, core technical personnel and other personnel deemed by the board of directors to be incentivized by the company (including holding subsidiaries and branches, the same below). The incentive objects do not include the company's independent directors, supervisors, shareholders who individually or collectively hold more than 5% of the shares of the listed company, the actual controller of the listed company and their spouses, parents and children.

2. The scope of incentive objects

1. The total number of incentive recipients granted for the first time in this incentive plan shall not exceed 2470, accounting for 98.7210% of all employees of the company. Include:

(1) directors of the company;

(2) senior management;

(3) Core technical personnel;

(4) Other persons deemed by the Board of Directors to be incentive.

Among the above incentive recipients, directors and senior management must be elected by the company's general meeting of shareholders or appointed by the company's board of directors. All incentive recipients must have an employment or employment relationship with the Company or its branches and subsidiaries at the time of the Company's grant of restricted shares and during the assessment period specified in this incentive plan.

The incentive object reserved for grant shall be determined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders, and the company shall disclose the relevant information in a timely and accurate manner on the designated website after the board of directors proposes it, the remuneration and assessment committee of the board of directors issues a clear opinion, and the lawyer issues a professional opinion and issues a legal opinion. If the incentive object is not specified for more than 12 months, the reserved rights and interests will become invalid. The incentive recipients of reserved restricted shares shall be determined with reference to the criteria for the first grant, and may include directors, senior management, core technical personnel and other personnel deemed by the board of directors to be incentive.

2. The above incentive objects include some foreign employees, and the company will include them in this incentive plan for the following reasons:

Foreign incentive recipients play an important role in the company's technology research and development, business development, etc. Equity incentive is a common incentive method for overseas companies, and this incentive plan will further promote the construction and stability of the company's core talent team, thereby contributing to the company's long-term development.

3. Verification of incentive objects

1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the name and position of the incentive object internally for a period of not less than 10 days.

2. The Remuneration and Appraisal Committee of the Board of Directors of the Company will review the list of incentive recipients, fully listen to the public opinions, and disclose the explanation of the Remuneration and Appraisal Committee of the Board of Directors on the review and publicity of the list of incentive recipients 5 days before the general meeting of shareholders of the Company deliberates on the incentive plan. The list of incentive recipients adjusted by the board of directors of the company shall also be verified by the remuneration and appraisal committee of the board of directors of the company.

Chapter 5 Incentive Methods, Sources, Quantities and Distribution of Restricted Stocks

1. The incentive method and stock source of this incentive plan

The incentive tools used in this incentive plan are the second type of restricted stocks, and the source of the underlying stocks involved is public

The Company issues A ordinary shares of the Company to the incentive recipients.

2. The number of restricted shares granted

This incentive plan intends to grant no more than 12 million restricted shares to the incentive recipients, accounting for about this incentive total

1.9281% of the company's total share capital of 62,2363,735 shares at the time of the announcement of the draft. of which the first grant does not exceed

10 million shares, accounting for about 1.6068% of the company's total share capital at the time of the announcement of the draft incentive plan, part of which was granted for the first time

Approximately 83.3333% of the total rights granted this time; 2 million shares are reserved, accounting for about the announcement of the draft incentive plan

At that time, the company's total share capital is 0.3214%, and the reserved part accounts for about 16.6667% of the total rights granted this time.

3. The distribution of restricted shares granted to the incentive recipients

The distribution of restricted shares granted under this incentive plan among the incentive recipients is shown in the following table:

Name Nationality Position Restricted Shares Granted Restricted Shares Restricted Shares Granted Restricted Shares Restricted Shares Granted Restricted Shares Granted Restricted Shares Granted T

Number of votes (10,000 shares) Proportion of total number of shares Proportion of total share capital on day

1. Directors, senior management personnel and core technical personnel

Yin Zhiyao China Chairman & General Manager, 12.5 1.0417% 0.0201%

Core technical personnel

Cong Hai Singapore Director, Deputy General Manager, 10 0.8333% 0.0161%

Core technical personnel

Tao Heng China Director, Deputy General Manager, 5 0.4167% 0.0080%

Core technical personnel

Chen Weiwen Hong Kong Deputy General Manager, Finance minus 6.4 0.5333% 0.0103%

Responsible

He Yi China Deputy General Manager 5 0.4167% 0.0080%

Jiang Yinxin China Deputy General Manager 5 0.4167% 0.0080%

Jin Ju USA Deputy General Manager 6.4 0.5333% 0.0103%

Liu Fang China Deputy General Manager, Board of Directors 10 0.8333% 0.0161%

secretary

Jiang Yong China Core technical personnel 2.55 0.2125% 0.0041%

Chen Huanglin Taiwan Core technical personnel 2.55 0.2125% 0.0041%

Liu Zhiqiang Singapore Core Technical Personnel 5.55 0.4625% 0.0089%

He Weiye China Core technical personnel 2.55 0.2125% 0.0041%

Zhang Kai China Core technical personnel 2.55 0.2125% 0.0041%

Subtotal 76.05 6.3375% 0.1222%

2. Other incentive recipients

Other persons deemed by the board of directors to be in need of incentives (2457) 923.95 76.9958% 1.4846%

Total of the first grant (2470 people) 1000 83.3333% 1.6068%

Reserved portion 200 16.6667% 0.3214%

Total 1200 100.0000% 1.9281%

Note: 1. The shares of the Company granted to any of the above-mentioned incentive recipients through all the equity incentive plans within the validity period do not exceed the total amount of the Company

1% of the share capital. The total number of underlying shares involved in the company's incentive plan within the validity period shall not exceed the equity incentive plan and submit it to the general meeting of shareholders

20% of the company's total share capital.

2. The incentive objects of this plan do not include independent directors, supervisors, shareholders who individually or collectively hold more than 5% of the shares of listed companies, and listed companies

international controllers and their spouses, parents, and children.

3. The reserved part of the incentive object shall be determined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders, and shall be proposed by the board of directors and the board of directors

After the remuneration and appraisal committee issues a clear opinion, the lawyer issues a professional opinion and a legal opinion, the company will be timely and accurate on the designated website as required

Disclose the relevant information of the incentive recipients.

4. If there is any difference in the mantissa between the partial total and the sum of the detailed numbers directly added in the above table, it is due to rounding.

Chapter VI The validity period, grant date, vesting arrangement and lock-up period of this incentive plan

1. The validity period of this incentive plan

The incentive plan is valid for a maximum of 72 months from the date of grant of restricted shares to the date when all restricted shares granted to the incentive recipients are vested or invalidated.

2. The date of grant of this incentive plan

The grant date of this incentive plan shall be determined by the board of directors after being deliberated and approved by the general meeting of shareholders of the company. The grant date must be a trading day, and the company is required to grant restricted shares and complete the announcement within 60 days after the approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, the implementation of this incentive plan will be terminated, and the ungranted restricted shares will become invalid. According to the Administrative Measures, the period during which rights and interests shall not be granted shall not be counted within 60 days.

3. Attribution arrangements for this incentive plan

The restricted shares granted by this incentive plan will be vested in batches according to the agreed proportion after the incentive object meets the corresponding vesting conditions, and the vesting date must be the trading day within the validity period of this incentive plan, but shall not vest within the following periods:

1. Within 15 days before the announcement of the company's annual report and semi-annual report, if the announcement date is postponed due to special reasons, it shall be counted from the 15th day before the original scheduled announcement date to the day before the announcement;

2. Within five days before the announcement of the company's quarterly report, performance forecast and performance express report;

3. From the date of occurrence of a major event that may have a greater impact on the trading price of the company's securities and its derivatives or in the decision-making process, to the date of disclosure in accordance with the law;

4. Other periods stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.

The above-mentioned "material events" are transactions or other material events that should be disclosed by the Company in accordance with the provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange.

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

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

Proportion of total equity to be given

Restrictive nature of the first grant 12 months from the date of the first grant to the first 25% of the first trading day

The first vesting period of the shares ends on the last trading day within 24 months from the date of the second vesting

Restrictive nature of the first grant Up to the first 25% on the first trading day after 24 months from the date of the first grant

The second vesting period of the shares ends on the last trading day within 36 months from the date of the second vesting

Restrictive nature of the first grant Up to the first 25% on the first trading day after 36 months from the date of the first grant

The third vesting period of the shares ends on the last trading day within 48 months from the date of the second vesting

Restrictive for the first grant Up to the first 25% on the first trading day after 48 months from the date of the first grant

The fourth vesting period of the shares ends on the last trading day within 60 months from the date of the second vesting

The vesting period and vesting arrangement of each batch of the reserved part are shown in the following table:

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

Proportion of total equity to be given

Restrictive nature of reservation grants From the first trading day after 12 months from the date of reservation grant to 25%

The first vesting period of the shares shall end on the last trading day within 24 months from the date of grant

Restrictive nature of reservation grants From the first trading day after 24 months from the date of reservation grant to 25%

The second vesting period of the shares shall end on the last trading day within 36 months from the date of grant

Restrictive nature of reservation grants From the first trading day after 36 months from the date of reservation grant to 25% pre-

The third vesting period of the shares shall end on the last trading day within 48 months from the date of grant

Restrictive nature of reservation grants From the first trading day after 48 months from the date of reservation grant to 25%

The fourth vesting period of the shares shall end on the last trading day within 60 months from the date of grant

The restricted shares granted to the incentive recipients under this incentive plan shall not be transferred, used as collateral or to repay debts before vesting. The restricted shares that have been granted but have not yet vested to the incentive recipients are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or repayment of debts before vesting, and if the restricted shares are not attributable at that time, the shares obtained for the aforementioned reasons shall also not be vested.

4. The lock-up period of this incentive plan

The lock-up period refers to the period of time during which the restricted shares vested to the incentive recipient are subject to the sale limit. There is no lock-up period after the vesting of the vested shares of the restricted stock incentive plan. If the incentive object is the company's directors and senior managers, the sales restriction provisions shall be implemented in accordance with the provisions of the Company Law, the Securities Law and other relevant laws, regulations, normative documents and the Articles of Association, as follows:

1. If the incentive object is the company's directors and senior managers, the shares transferred each year during their tenure shall not exceed 25% of the total number of shares of the company held by them, and the shares of the company held by them shall not be transferred within half a year after resignation.

2. If the incentive object is the company's directors and senior managers, the company's shares held by them will be sold within 6 months after the purchase, or bought again within 6 months after the sale, and the proceeds will be owned by the company, and the board of directors of the company will recover the income (except for the exemption of short-term trading stipulated by the China Securities Regulatory Commission).

3. During the validity period of this incentive plan, if there is a change in the relevant provisions on the transfer of shares held by directors and senior managers of the company in the relevant laws, regulations, normative documents and the articles of association of the company, the transfer of the company's shares held by these incentive recipients shall comply with the revised relevant provisions at the time of transfer.

Chapter VII The Grant Price of Restricted Shares and the Method of Determining the Grant Price

1. The initial grant price of restricted shares

The initial grant price of the restricted shares is RMB 100 per share, that is, after the grant conditions and vesting conditions are met, the incentive recipients can purchase the company's additional A ordinary shares issued by the company to the incentive recipients at a price of RMB 100 per share.

2. The method of determining the price of the first grant of restricted shares

The initial grant price of restricted shares under this incentive plan is RMB 100 per share, which is not less than the par value of the shares, and not less than the higher of the following prices:

1 trading day before the announcement of this incentive plan, 50% of the average trading price of the company's A shares per share of 192.05 yuan, that is, 96.03 yuan per share;

In the 20 trading days before the announcement of this incentive plan, the average trading price of the company's A shares was 186.79 yuan per share

50%, or 93.40 yuan per share.

3. The method of determining the grant price of the reserved part of the restricted shares

The grant price of the reserved restricted shares under this incentive plan is the same as the grant price of the first grant of some restricted shares, which is RMB 100 per share. Before the grant of the reserved part of the restricted shares, the board of directors shall be convened to deliberate and approve the relevant proposals, and the grant shall be disclosed.

Fourth, the pricing basis

The grant price and pricing method of the company's restricted shares are for the fundamental purpose of promoting the development of the company and safeguarding the rights and interests of shareholders, which can ensure the continuity of the company's equity incentive culture and the effectiveness of the incentive plan, further stabilize and motivate the company's employees, and provide a mechanism guarantee for the company's sustainable and healthy development.

In the context of the increasing globalization of the semiconductor equipment industry and the increasingly fierce competition in the industry, the stability of the company's team and the recruitment of outstanding talents are an important guarantee for the company's sustainable and healthy development. This incentive plan is the fifth phase of the company's equity incentive plan after listing, the incentive plan grant price draws on the company's experience in the various phases of the incentive plan after listing, and is committed to building a sustainable medium and long-term incentive system, which is conducive to the company to grasp the flexibility and effectiveness of talent incentives, and can help the company grasp the initiative in the competition for outstanding talents in the industry, and effectively respond to cyclical fluctuations in the development process of the industry. The pricing of the equity incentive plan is based on the principle of constraints and reciprocity, comprehensively considering the effectiveness of the incentive plan and the impact of the company's share-based payment expenses, and reasonably determines the scope of incentive objects and the number of rights and interests granted, which will not have a negative impact on the company's operation and reflects the company's reality

The demand for international incentives is reasonable, and the future income of the incentive object depends on the company's future performance development and secondary market stock price.

To sum up, on the basis of complying with relevant laws, regulations and normative documents, the company has determined the grant price of the incentive plan, and the implementation of the incentive plan will more stabilize the team and realize the deep binding of employee interests and shareholders' interests. The independent financial adviser with securities qualification hired by the company will determine the feasibility of the plan, the reasonableness of the relevant pricing basis and pricing method, whether it is conducive to the sustainable development of the company, and whether it is harmful to the shares

dong li and others expressed their views . For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on the same day

(www.sse.com.cn) "Independent Financial Adviser Report of Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd. on the 2025 Restricted Stock Incentive Plan (Draft) of AMEC Semiconductor Equipment (Shanghai) Co., Ltd."

Chapter VIII Conditions for the Grant and Vesting of Restricted Stocks

1. Conditions for the grant of restricted shares

When the following grant conditions are met at the same time, the company will grant restricted shares to the incentive recipients, otherwise, if any of the following grant conditions are not met, the restricted shares cannot be granted to the incentive recipients.

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

1. The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

2. The audit report of the internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or could not express an opinion;

3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;

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

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

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

1. Have been identified as an unfit 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 within the last 12 months;

3. In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;

4. Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

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

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

2. Vesting conditions for restricted stocks

The restricted shares granted to the incentive recipients must meet the following vesting conditions at the same time before they can be vested in batches:

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

1. The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

2. The internal control of the financial report for the most recent fiscal year has been issued by a certified public accountant with a negative opinion or none

audit report of the legal opinion;

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

the situation of profit distribution;

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

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

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

1. Have been identified as an unfit 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 within the last 12 months;

3. In the past 12 months, it has been administratively punished by the China Securities Regulatory Commission and its dispatched agencies for major violations of laws and regulations

or take measures to ban market access;

4. Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

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

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

In the event of any of the circumstances specified in Article (1) above, the restricted shares that have been granted but not vested by all incentive recipients in accordance with this incentive plan shall be cancelled and invalidated; In the event that the incentive object shall not be granted restricted shares as specified in Article (2) above, the restricted shares that have been granted but not yet vested by the incentive object shall be cancelled and invalidated.

(3) The incentive recipients meet the requirements of the term of office for each vesting period

Each batch of restricted shares granted to the incentive recipient must meet the tenure period of more than 12 months before vesting

Limit.

(4) Meet the performance appraisal requirements at the company level

The restricted stock first granted under this incentive plan will be assessed for four fiscal years from 2025 to 2028

Assessed once a fiscal year. Based on the company's operating income in 2024, the company-level attribution ratio corresponding to the performance assessment target of each year is determined according to the annual cumulative operating income growth rate (X) of the cumulative value of operating income in each assessment year. The performance appraisal objectives of each assessment year are arranged as follows:

Vesting period Corresponding to the performance appraisal objectives used in the appraisal year at the company level

Attributable proportion of operating income in the nuclear year

X≧ Benchmark enterprise arithmetic level 100%

The first 2025 2025 average growth rate of operating income

Attribution period: 80% increase in arithmetic average for benchmarking enterprises

The growth rate is *0.8≦X< benchmarking enterprises

The average growth rate of karmic arithmetic

X< the arithmetic level of the benchmark enterprise is 0

The average growth rate was 0.8

X≧ Benchmark enterprise arithmetic level 100%

growth rate

Second, in 2025 and 2026, the arithmetic average increase of the two benchmark enterprises

Vesting period Cumulative value of operating income in 2026 Long-term rate*0.8≦X< 80% of benchmarking enterprises

The average growth rate of karmic arithmetic

X< the arithmetic level of the benchmark enterprise is 0

The average growth rate was 0.8

X≧ Benchmark enterprise arithmetic level 100%

growth rate

The third is 2025, 2026 and the arithmetic average increase of benchmarking enterprises

Vesting period 2027 2027 Three-year operating revenue growth rate*0.8≦X< 80% of benchmark enterprises

into the cumulative value of the arithmetic average growth rate

X< the arithmetic level of the benchmark enterprise is 0

The average growth rate was 0.8

X≧ Benchmark enterprise arithmetic level 100%

growth rate

Fourth, in 2025 and 2026, the arithmetic average increase of benchmarking enterprises

Vesting period 2028 2027 and 2028 Four-growth rate*0.8≦X< 80% of benchmarking enterprises

Cumulative annual operating income The arithmetic average growth rate of the industry

X< the arithmetic level of the benchmark enterprise is 0

The average growth rate was 0.8

Note: 1. The above "operating income" is calculated on the basis of the data contained in the consolidated financial statements audited by the accounting firm engaged by the company;

2. Benchmarking companies refer to the top five companies in the world in terms of global semiconductor equipment sales announced by Gartner in the corresponding year (if

Gartner has not published or not published in a timely manner, and other authoritative data may be used);

3. The average growth rate of the benchmark enterprise = the cumulative value of the operating income of each benchmarking enterprise in each assessment year is determined to be more than that of 2024

The sum of the operating income growth rate (the same as the cumulative operating income growth rate algorithm of each assessment year of AMEC) divided by five;

4. If the annual report of the benchmark enterprise and the financial statement date are from January to September or the annual report of the benchmark enterprise assessment year is in the directors of AMEC

If the day before the board of directors deliberates whether the attribution conditions have been fulfilled and the proposal has not been disclosed, the sum of the financial data of the last four quarters (including each quarter in the assessment year) disclosed by the benchmark enterprise will be selected as the assessment year data for comparison. If the financial statement date of the annual report of the benchmark enterprise is from October to December and the annual report of the benchmark enterprise for the assessment year has been disclosed on the day before the board of directors of AMEC deliberates whether the attribution conditions have been achieved, the annual report data of the benchmark enterprise for the assessment year will be regarded as the assessment year data.

If the reservation is granted prior to the disclosure of the Q3 2025 report, the reservation will be granted for each batch assessment year

degree and the performance assessment objectives of each assessment year are consistent with the first award; If the reserved portion is granted after the disclosure of the third quarter report in 2025, the reserved grant assessment year will be four fiscal years 2026-2029, and each accounting year will be assessed once. Based on the company's operating income in 2024, according to the business of each assessment year

The annual cumulative operating income growth rate (X) of the cumulative value of revenue is determined to determine the company-level attribution ratio corresponding to the performance appraisal target of each year. The performance appraisal targets for each assessment year of the reserved restricted shares granted after the disclosure of the third quarter report of 2025 are as follows:

Vesting period Corresponding to the performance appraisal objectives used in the appraisal year at the company level

Attributable proportion of operating income in the nuclear year

X≧ Benchmark enterprise arithmetic level 100%

growth rate

The first is the arithmetic average increase of benchmarking enterprises

Vesting period 2026 2026 Operating income Long-term rate*0.8≦X< 80% of benchmarking enterprises

The average growth rate of karmic arithmetic

X< the arithmetic level of the benchmark enterprise is 0

The average growth rate was 0.8

X≧ Benchmark enterprise arithmetic level 100%

growth rate

The second is that in 2026 and 2027, the arithmetic average increase of the two benchmarking enterprises

Vesting period Cumulative value of operating income in 2027 Long-term rate*0.8≦X< 80% of benchmarking enterprises

The average growth rate of karmic arithmetic

X< the arithmetic level of the benchmark enterprise is 0

The average growth rate was 0.8

X≧ Benchmark enterprise arithmetic level 100%

growth rate

The third is 2026, 2027 and the arithmetic average increase of benchmarking enterprises

Vesting period 2028 2028 three-year operating revenue growth rate*0.8≦X< 80% of benchmark enterprises

into the cumulative value of the arithmetic average growth rate

X< the arithmetic level of the benchmark enterprise is 0

The average growth rate was 0.8

X≧ Benchmark enterprise arithmetic level 100%

growth rate

Fourth, in 2026 and 2027, the arithmetic average increase of benchmarking enterprises

Vesting period 2029 2028 and 2029 Four-growth rate*0.8≦X< 80% of benchmarking enterprises

Cumulative annual operating income The arithmetic average growth rate of the industry

X< the arithmetic level of the benchmark enterprise is 0

The average growth rate was 0.8

Note: 1. The above "operating income" is calculated on the basis of the data contained in the consolidated financial statements audited by the accounting firm engaged by the company;

2. Benchmarking companies refer to the top five companies in the world in terms of global semiconductor equipment sales announced by Gartner in the corresponding year (if

Gartner has not published or not published in a timely manner, and other authoritative data may be used);

3. The average growth rate of the benchmark enterprise = the cumulative value of the operating income of each benchmarking enterprise in each assessment year is determined to be more than that of 2024

The sum of the operating income growth rate (the same as the cumulative operating income growth rate algorithm of each assessment year of AMEC) divided by five;

4. If the annual report of the benchmark enterprise and the financial statement date are from January to September or the annual report of the benchmark enterprise assessment year is in the directors of AMEC

If the day before the board of directors deliberates whether the attribution conditions have been fulfilled and the proposal has not been disclosed, the sum of the financial data of the last four quarters (including each quarter in the assessment year) disclosed by the benchmark enterprise will be selected as the assessment year data for comparison. If the financial statement date of the annual report of the benchmark enterprise is from October to December and the annual report of the benchmark enterprise for the assessment year has been disclosed on the day before the board of directors of AMEC deliberates whether the attribution conditions have been achieved, the annual report data of the benchmark enterprise for the assessment year will be regarded as the assessment year data.

(5) Meet the performance appraisal requirements of the incentive recipients at the individual level

The individual-level performance appraisal of the incentive object shall be organized and implemented in accordance with the company's current target management (MBO) regulations, and the actual number of shares attributable to the incentive object shall be determined according to the assessment results. The performance appraisal results of the incentive recipients are divided into five grades, and the actual number of shares vested by the incentive recipients is determined according to the corresponding individual-level vesting ratio in the following assessment and rating tables:

Assessment Rating: MBO≧1 0.9≦ MBO<1 0.8≦ 0.7≦ MBO<0.7

MBO<0.9 MBO<0.8

At the personal level

100% 90% 80% 70% 0

Attribution

The number of restricted shares actually vested by the incentive object in the current year = the number of individuals planned to vest 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 invalid and cannot be deferred to the next year.

3. Explanation of the scientificity and rationality of the assessment indicators

The assessment indicators of the restricted stock incentive plan are divided into two levels, namely the company-level performance appraisal and the individual-level performance appraisal.

The company-level performance appraisal index is the growth rate of operating income, which is an important indicator to measure the operating status, growth, market share and predict the future business development trend of the enterprise. The company is principally engaged in the research and development, production and sales of semiconductor equipment, and generates revenue through the sale of etching equipment and MOCVD equipment to semiconductor product manufacturing companies, as well as the provision of accessories and services. In recent years, the company's operating income has maintained continuous growth, and the operating income level has reached a medium and high base. The semiconductor equipment industry is an industry with a high degree of globalization, which is affected by international economic fluctuations, the semiconductor market, and the demand of the terminal consumer market, and its development shows certain cyclical fluctuations. When the macroeconomic and end consumer market demand changes greatly, it may have a certain impact on the company's operating income. In this context, the company looks at the world, takes the average cumulative growth rate of the operating income of the world's outstanding semiconductor equipment manufacturers as the basis for the comparison of the company's performance indicators, and sets up a ladder attribution assessment model to achieve the dynamic adjustment of the performance growth level and the equity attribution ratio. The above indicators comprehensively consider the company's historical performance and future development plan on the basis of the company's industry conditions, which is conducive to the company's protection

Maintain competitiveness and promote the realization of the company's strategic goals.

In addition to the company-level performance appraisal, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive recipients. The company will determine whether the individual incentive recipient meets the attributable conditions based on the performance evaluation results of the previous year.

To sum up, the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, and the assessment index setting is scientific and reasonable, and at the same time has a binding effect on the incentive object, which can achieve the assessment purpose of the incentive plan.

Chapter IX Implementation Procedures for Restricted Stock Incentive Plans

1. Procedures for the effective date of the restricted stock incentive plan

(1) The Remuneration and Appraisal Committee of the Board of Directors of the Company shall make recommendations to the Board of Directors on the formulation of this incentive plan, and the Board of Directors shall make a resolution on this incentive plan in accordance with the law. When the board of directors deliberates on this incentive plan, the directors who are the recipients of the incentive or the directors who are affiliated with them shall abstain from voting. The board of directors shall, after reviewing and approving the incentive plan and performing the publicity and announcement procedures, submit the incentive plan to the general meeting of shareholders for deliberation; At the same time, it is submitted to the general meeting of shareholders for authorization, and is responsible for the implementation of the grant, vesting (registration) of restricted shares.

(2) The Remuneration and Appraisal Committee of the Board of Directors shall express its opinions on whether the incentive plan is conducive to the sustainable development of the Company and whether there is any obvious damage to the interests of the Company and all shareholders. The Company will engage an independent financial advisor to give professional advice on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the Company, whether it is harmful to the interests of the Company and the impact on the interests of shareholders. The lawyer hired by the company issued a legal opinion on the incentive plan.

(3) The incentive plan can only be implemented after being deliberated and approved by the general meeting of shareholders of the company. The company shall, before convening a general meeting of shareholders, publicize the names and positions of the incentive recipients within the company through the company's website or other channels (the publicity period shall not be less than 10 days). The Remuneration and Appraisal Committee of the Board of Directors shall review the list of equity incentives and fully listen to the public opinions. The Company shall disclose the explanation of the review and publicity of the incentive list by the Remuneration and Appraisal Committee of the Board of Directors 5 days before the general meeting of shareholders deliberates on the incentive plan.

(4) The general meeting of shareholders shall vote on the content of the equity incentive plan stipulated in Article 9 of the Administrative Measures, and shall be approved by more than 2/3 of the voting rights held by shareholders present at the meeting, and separately count and disclose the votes of other shareholders except the company's directors, senior managers, and shareholders who hold more than 5% of the company's shares individually or collectively.

When the general meeting of shareholders of the company deliberates on the equity incentive plan, the shareholders who are the target of the incentive or the shareholders who have an affiliated relationship with the incentive object shall abstain from voting.

(5) When the incentive plan is deliberated and approved by the general meeting of shareholders of the company and the grant conditions specified in the incentive plan are met, the company will grant restricted shares to the incentive recipients within the specified time. With the authorization of the general meeting of shareholders, the board of directors is responsible for the implementation of the grant and vesting of restricted shares.

II. Procedures for the Grant of Restricted Shares

(1) The general meeting of shareholders deliberates and approves the incentive plan and the board of directors approves the decision to grant rights and interests to the incentive recipients

After the meeting, the company and the incentive recipient signed the "Restricted Stock Grant Agreement" to stipulate the rights and obligations of both parties.

(2) Before the company grants rights and interests to the incentive recipients, the board of directors shall deliberate and announce whether the conditions for the incentive recipients to be granted benefits set by the equity incentive plan have been fulfilled. The reserved portion of the grant plan shall be determined and approved by the Board of Directors. The Remuneration and Appraisal Committee of the Board of Directors shall express clear opinions. The law firm shall issue a legal opinion on whether the conditions for the incentive recipient to receive the authorized benefits have been fulfilled.

(3) The Remuneration and Appraisal Committee of the Board of Directors of the Company shall verify and express opinions on the restricted stock grant date and the list of incentive recipients.

(4) If there is a discrepancy between the company's granting of rights and interests to the incentive recipients and the arrangement of the equity incentive plan, the remuneration and appraisal committee of the board of directors and the law firm shall express clear opinions at the same time.

(5) After the equity incentive plan is deliberated and approved by the general meeting of shareholders, the company shall grant restricted shares to the incentive recipients and complete the announcement within 60 days. If the company fails to complete the grant announcement within 60 days, the implementation of the incentive plan shall be terminated, and the board of directors shall promptly disclose the reasons for the non-completion and shall not review the equity incentive plan again within 3 months (according to the Administrative Measures and relevant laws and regulations, the period during which listed companies are not allowed to grant restricted shares shall not be counted within 60 days).

The granting object of reserved rights and interests shall be determined within 12 months after the approval of this incentive plan by the general meeting of shareholders, and if the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.

3. Procedures for the vesting of restricted shares

(1) The board of directors of the company shall, before the vesting of restricted shares, deliberate on whether the vesting conditions of the incentive recipients set by the equity incentive plan have been achieved, the remuneration and appraisal committee of the board of directors shall express a clear opinion, and the law firm shall issue a legal opinion on whether the conditions for the incentive recipients to exercise their rights and interests have been fulfilled. For the incentive objects that meet the vesting conditions, the company will handle the vesting matters in a unified manner, and for the incentive objects that do not meet the vesting conditions, the restricted shares corresponding to the batch will be cancelled and invalidated. The listed company shall promptly disclose the announcement of the resolution of the board of directors after the attribution of the incentive object, and at the same time announce the opinions of the remuneration and appraisal committee of the board of directors and the law firm and the announcement of the relevant implementation.

(2) Before the company handles the ownership of restricted shares in a unified manner, it shall submit an application to the stock exchange, and after confirmation by the stock exchange, the securities registration and clearing institution shall handle the ownership of the shares.

IV. Procedures for Changing the Incentive Plan

(1) If the company intends to change the incentive plan before the general meeting of shareholders deliberates on the incentive plan, it shall be approved by the directors

It will be deliberated and adopted.

(2) If the company changes the incentive plan after the shareholders' meeting deliberates and approves the incentive plan, it shall be deliberated and decided by the shareholders' general meeting, and shall not include the following circumstances:

1. Circumstances leading to early vesting;

2. Circumstances in which the grant price is reduced (except for the reduction of the grant price due to the conversion of capital reserve into shares, the distribution of stock dividends, the allotment of shares, etc.).

(3) The remuneration and appraisal committee of the board of directors of the company shall express a clear opinion on whether the changed plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders. Law firms should express professional opinions on whether the revised plan complies with the Administrative Measures and relevant laws and regulations, and whether there are any circumstances that clearly harm the interests of the company and all shareholders.

V. Termination Procedures of the Incentive Plan

(1) If the company intends to terminate the implementation of the incentive plan before the general meeting of shareholders deliberates on the incentive plan, it shall be deliberated and approved by the board of directors.

(2) If the company terminates the implementation of the incentive plan after the shareholders' meeting deliberates and approves the incentive plan, it shall be deliberated and decided by the shareholders' meeting.

(3) The law firm shall issue a professional opinion on whether the company's termination of the implementation of incentives complies with the provisions of the Administrative Measures and relevant laws and regulations, and whether there are circumstances that clearly harm the interests of the company and all shareholders.

Chapter 10 Methods and Procedures for Adjustment of Restricted Stock Incentive Plans

1. Adjustment method for the number of restricted shares granted and the number of vestings

From the date of the announcement of this incentive plan to the completion of the registration of the vesting of restricted shares, the company shall make corresponding adjustments to the number of restricted shares granted/vested if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, share subdivision, share allotment, and share reduction. Here's how to do this:

1. Conversion of capital reserve into share capital, distribution of stock dividends, and subdivision of shares

Q＝Q0×（1＋n）

Among them: Q0 is the number of restricted stock grants/vestments before adjustment; n is the ratio of capital reserve to share capital, stock dividends and share subdivision per share (i.e. the number of shares increased by each share after conversion, share distribution or subdivision); Q is the adjusted number of restricted stock grants/vestments.

2. Allotment of shares

Q＝Q0×P1×（1＋n）÷（P1＋P2×n）

Among them: Q0 is the number of restricted stock grants/vestments before adjustment; P1 is the closing price on the record date; P2 is the allotment price; n is the proportion of allotment shares (i.e., the ratio of the number of allotment shares to the total share capital of the company before the allotment); Q is the adjusted number of restricted stock grants/vestments.

3. Share reduction

Q＝Q0×n

Among them: Q0 is the number of restricted stock grants/vestments before adjustment; n is the share reduction ratio (i.e. 1 share

The company's stock shrank to n shares); Q is the adjusted number of restricted stock grants/vestments.

4. Dividends and additional issuances

In the event of dividends or the issuance of new shares, the number of restricted shares granted/vested will not be adjusted.

2. The method of adjusting the grant price of restricted shares

From the announcement of this incentive plan to the completion of the registration of the vesting of restricted shares, the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, share splitting, allotment, share reduction or dividends, etc., and the grant price of restricted shares shall be adjusted accordingly. Here's how to do this:

1. Conversion of capital reserve into share capital, distribution of stock dividends, and subdivision of shares

P＝P0÷（1＋n）

Among them: P0 is the grant price before adjustment; n is the conversion of capital reserve per share into share capital and the distribution of stock bonuses

the ratio of profit and share subdivision; P is the adjusted grant price.

2. Allotment of shares

P＝P0×（P1＋P2×n）÷[P1×（1＋n）]

Wherein: P0 is the grant price before adjustment; P1 is the closing price on the record date; P2 is the allotment price

Case; n is the proportion of allotment shares (i.e., the ratio of the number of allotment shares to the total share capital of the joint-stock company before the allotment); P is the adjusted grant price.

3. Share reduction

P＝P0÷n

Among them: P0 is the grant price before adjustment; n is the proportion of share reduction; P is the adjusted grant price.

4. Dividends

P＝P0-V

Among them: P0 is the grant price before adjustment; V is the dividend payout per share; P is the adjusted grant price. After adjusting for dividends, P must still be greater than 1.

5. Additional issuance

In the event of the issuance of new shares, the grant price of restricted shares will not be adjusted.

III. Procedures for Adjustment of Restricted Stock Incentive Plans

When the above circumstances occur, the board of directors of the company shall deliberate and approve the proposal on adjusting the number of restricted shares granted/vested and the grant price (if the number and price of restricted shares granted/vested need to be adjusted due to matters other than the above circumstances, in addition to the board of directors to deliberate the relevant proposals, it must be submitted to the general meeting of shareholders of the company for deliberation). The Company shall retain a lawyer to issue a professional opinion to the Board of Directors of the Company on whether the above-mentioned adjustments comply with the provisions of the Administrative Measures, the Articles of Association and the Incentive Plan. After the adjustment proposal is deliberated and approved by the board of directors, the company shall promptly disclose the announcement of the resolution of the board of directors and announce the legal opinion.

Chapter 11 Accounting Treatment of Restricted Stocks

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", 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 persons and the completion of performance indicators, and include the services obtained in the current period into the relevant costs or expenses and capital reserve according to the fair value of the restricted stock grant date.

1. The fair value of restricted shares and the method of determining them

Referring to the Accounting Department of the Ministry of Finance of the People's Republic of China "Application Cases of Share-based Payment Standards - Grant of Restricted Shares", the measurement of share-based payment expenses of Class II restricted stocks is executed with reference to stock options. In accordance with the relevant provisions of Accounting Standard for Business Enterprises No. 11 - Share-based Payment and Accounting Standard for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments, the Company chooses the Black-Scholes model to calculate the fair value of Class II restricted stocks, and

On April 17, 2025, the model was used to pre-register the first grant of 10 million Class II restricted shares

Calculation (formal measurement is made at the time of award). The specific parameters are selected as follows:

1. Underlying stock price: 191.50 yuan / share (assuming that the closing price of the company's authorization date is the closing price on April 17, 2025.)

valence);

2. The validity period is: 12 months, 24 months, 36 months, 48 months (Class II restricted stocks

the period from the date of grant to the date of vesting of each period);

3. Historical volatility: 38.6013%, 35.8999%, 34.8395%, 34.3144% (using Shenwan-half

Conductor Industry Index for the last 12 months, 24 months, 36 months, 48 months as of April 17, 2025

volatility);

4. Risk-free interest rate: 1.50%, 2.10% and 2.75% (using the benchmark interest rates of 1-year, 2-year and 3-year deposits of financial institutions set by the People's Bank of China respectively);

5. Dividend yield: 0.1556% (using the company's dividend yield for the most recent 1 year as of April 17, 2025).

2. The impact of the implementation of restricted shares on the operating results of each period is expected

The Company determines the fair value of Class II restricted shares on the grant date in accordance with the provisions of accounting standards, and ultimately recognizes the share-based payment expenses of the incentive plan, which will be amortized in proportion to the vesting arrangement during the implementation of the incentive plan. Incentive costs arising from this incentive plan will be charged to recurring profit or loss.

Assuming a May 2025 grant, the amortization of restricted stock costs from 2025 to 2029 is as follows:

(Unit: 10,000 yuan)

Restricted stock amortization cost 2025, 2026, 2027, 2028, 2029

100210.00 33903.19 35253.13 19308.13 9523.26 2222.29

Note: 1. The above calculation results do not represent the final accounting cost, the actual accounting cost is related to the grant date, grant price and vesting quantity, and the incentive object resigns before vesting, and the company's performance appraisal or individual performance appraisal does not meet the corresponding standards, so as to reduce the actual vesting amount and thus reduce the share-based payment expenses. At the same time, the Company reminds shareholders of the possible dilution effect.

2. The final results of the above impact on the company's operating results will be subject to the annual audit report issued by the accounting firm.

The above share-based payment expense does not include the reserved portion of 2,000,000 shares, which will incur additional share-based payment charges when the reserved portion of restricted shares are granted. Based on the current information, the company preliminarily estimates that the amortization of restricted stock expenses will have an impact on the net profit of each year during the validity period. However, at the same time, after the implementation of the restricted stock incentive plan, it will further enhance the cohesion and team stability of employees, and effectively stimulate the enthusiasm of the employee team, so as to improve operational efficiency and enhance the intrinsic value of the company.

Chapter 12 The respective rights and obligations of the company/incentive recipients

1. The rights and obligations of the company

(1) The company has the right to interpret and execute the incentive plan, and in accordance with the provisions of the incentive plan to evaluate the performance of the incentive object, if the incentive object does not meet the vesting conditions determined by the incentive plan, the company will in accordance with the principles stipulated in the incentive plan, the incentive object has been granted but has not yet vested the restricted shares to cancel the vesting, and invalid.

(2) The Company undertakes not to provide loans or any other form of financial assistance for the incentive recipients to obtain the relevant restricted stocks in accordance with this incentive plan, including providing guarantees for their loans.

(3) The company shall timely perform the obligations of restricted stock incentive plan declaration and information disclosure in accordance with relevant regulations.

(4) The company shall, in accordance with the incentive plan and the relevant provisions of the China Securities Regulatory Commission, the Shanghai Stock Exchange, the China Securities Depository and Clearing Co., Ltd., actively cooperate with the incentive recipients who meet the vesting conditions to carry out the vesting operation of restricted shares in accordance with the regulations. However, the company shall not be liable for any failure to vest the incentive object and cause losses to the incentive object due to the reasons of the China Securities Regulatory Commission, Shanghai Stock Exchange and China Securities Depository and Clearing Corporation Limited.

(5) If the incentive object seriously damages the interests or reputation of the company due to violations of the law, violation of professional ethics, disclosure of company secrets, dereliction of duty or dereliction of duty, etc., the company may cancel the vesting of the restricted shares that have been granted but have not yet vested to the incentive object after deliberation by the remuneration committee of the board of directors and approval by the board of directors of the company, and shall be invalidated. If the circumstances are serious, the company may also recover the losses suffered by the company in accordance with the provisions of the relevant laws.

2. The rights and obligations of the incentive recipients

(1) The incentive object shall be diligent and conscientious, abide by professional ethics according to the requirements of the position hired by the company, and make due contributions to the development of the company.

(2) The source of funds for the incentive recipients shall be the self-raised funds of the incentive recipients.

(3) The restricted shares granted to the incentive recipients shall not be transferred, guaranteed or used to repay debts before vesting.

(4) The income obtained by the incentive recipient due to the incentive plan shall be subject to individual income tax and other taxes in accordance with national tax laws and regulations.

(5) The incentive recipient undertakes that if the company does not comply with the grant of rights or vesting arrangements due to false records, misleading statements or material omissions in the information disclosure documents, the incentive recipients shall disclose the relevant information

After the documents are confirmed to contain false records, misleading statements or material omissions, all the benefits obtained from the equity incentive plan will be returned to the company.

(6) After the general meeting of shareholders deliberates and approves the incentive plan and the board of directors passes the resolution to grant rights and interests to the incentive recipients, the company shall sign the Restricted Stock Grant Agreement with the incentive recipients to stipulate the rights and obligations of both parties and other related matters.

(7) Other relevant rights and obligations stipulated by laws, regulations and this incentive plan.

Chapter 13 Handling of changes in the company/incentive object

1. Handling of changes in the company

(1) In the event of any of the following circumstances, the implementation of this incentive plan shall be terminated, and the vesting of the restricted shares that have been granted but not yet vested by the incentive object shall be cancelled:

1. The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

2. The audit report of the internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or could not express an opinion;

3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;

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

5. Other circumstances determined by the China Securities Regulatory Commission that it is necessary to terminate the incentive plan.

(2) If any of the following circumstances occurs in the company, the plan will not be changed:

1. There is a change in the control of the company, but no major asset restructuring has been triggered;

2. In the event of a merger or division of the company, the company still exists.

(3) In the event of any of the following circumstances, the general meeting of shareholders of the Company shall decide whether to make corresponding changes or adjustments to the Plan:

1. A change in the control of the company triggers a major asset restructuring;

2. The company has a merger or division, and the company no longer exists.

(4) If the company does not meet the conditions for the grant of restricted shares or the vesting conditions due to false records, misleading statements or major omissions in the information disclosure documents, the restricted shares that have been granted but not yet vested by the incentive recipients shall not be vested; The vested restricted shares shall be returned to the authorized shares. The board of directors shall, in accordance with the provisions of the preceding paragraph, recover the income received by the incentive recipients. If the incentive recipient is not responsible for the above matters and suffers losses due to the return of rights and interests, the incentive recipient can recover from the company or the responsible object.

2. Changes in the personal circumstances of the incentive recipients

(1) If the incentive recipient has a change in position, but still serves in the company or its subsidiaries, the restricted shares granted to him will be vested in accordance with the procedures stipulated in this incentive plan before the change of position; However, the incentive recipients are incompetent for their jobs, violate the law, violate professional ethics, leak company secrets, and derelict their duties

or dereliction of duty, serious violation of the company's system and other behaviors that damage the company's interests or reputation, or the company or its subsidiaries terminate the labor relationship with the incentive recipient due to the above reasons, the restricted shares that have been granted to the incentive object but have not yet vested shall not be vested and shall be invalidated.

(2) If the incentive recipient resigns, including voluntary resignation, resignation due to layoffs of the company, non-renewal of the contract upon expiration, dismissal by the company due to personal fault, termination of the labor contract or employment agreement through negotiation, resignation due to loss of working ability, etc., the restricted shares that have been granted to the incentive recipient but have not yet met the vesting conditions shall not be vested from the date of resignation and shall be invalidated. The incentive recipient needs to pay the individual income tax involved in the vested restricted shares to the company before leaving the company. Personal fault includes, but is not limited to, the following: violation of an employment contract, confidentiality agreement, non-compete agreement, or any other similar agreement with the Company or its affiliates; Violating the laws of the country of residence, resulting in a criminal offense or other egregious circumstances that interfere with the performance of duties, etc.

(3) If the incentive object retires normally in accordance with national laws and regulations and the company's regulations, the restricted shares that have been granted to the incentive object but have not yet met the vesting conditions shall not be vested and shall be invalid and invalid from the date of retirement. Incentive recipients who are rehired to work in the company after retirement or continue to provide labor services to the company in other forms shall be vested in restricted shares in accordance with the provisions of the new employment contract signed after retirement.

(4) In the event of the death of the incentive recipient, the restricted shares that have been granted but not yet vested by the incentive recipient shall not be vested from the date of occurrence of the situation.

(5) Other circumstances not specified in this incentive plan shall be determined by the board of directors of the company and determine the way to deal with them.

3. Dispute resolution mechanism between the company and the incentive recipient

Any dispute or controversy arising between the Company and the incentive recipients arising from the implementation of the Incentive Plan and/or the Restricted Stock Grant Agreement signed by both parties or in connection with the Incentive Plan and/or the Restricted Stock Grant Agreement shall be resolved through negotiation and communication, or through mediation by the Remuneration and Appraisal Committee of the Board of Directors of the Company. If the parties fail to resolve the dispute or controversy by the above means within 60 days from the date of occurrence of the dispute, either party has the right to file a lawsuit with the people's court with jurisdiction in the place where the company is located.

Chapter XIV: Supplementary Provisions

1. This incentive plan shall take effect after being deliberated and approved by the general meeting of shareholders of the company.

2. The board of directors of the company is responsible for the interpretation of this incentive plan.

3. If there is any conflict between the relevant provisions of this incentive plan and the latest laws and regulations issued by the national regulatory authorities, the latest laws and regulations shall prevail. If it is not clearly stipulated in this plan, it shall be implemented in accordance with the relevant national laws, regulations, administrative rules and normative documents.

Board of Directors of AMEC Semiconductor Equipment (Shanghai) Co., Ltd

April 17, 2025