Securities code: 688249 Securities abbreviation: Jinghe Integration Announcement No.: 2025-012

Hefei Jinghe Integrated Circuit Co., Ltd

2025 Restricted Stock Incentive Plan (Draft) Summary Announcement

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission 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:

Equity Incentive Method: Restricted Shares (Class II Restricted Stocks)

Source of shares: Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as "Jinghe Integration", "the Company" or "the Company") repurchased the Company's A ordinary shares from the secondary market and/or the Company's A ordinary shares issued by the Company to the incentive recipients.

The total number of rights and interests of equity incentives and the total number of underlying shares involved: The number of restricted shares to be granted to the incentive objects of Hefei Jinghe Integrated Circuit Co., Ltd. 2025 Restricted Stock Incentive Plan (Draft) (hereinafter referred to as the "Incentive Plan" or "the Plan") is 62,088,500 shares, accounting for about 3.09% of the company's total share capital of 2,006,135,157 shares at the time of the announcement of the draft incentive plan. Among them, 59,388,500 restricted shares were granted for the first time, accounting for about 2.96% of the company's total share capital at the time of the announcement of the draft incentive plan, and accounting for about 95.65% of the total number of restricted shares granted this time; 2,700,000 restricted shares are reserved for grant, accounting for about 0.13% of the company's total share capital at the time of the announcement of the draft incentive plan, and about 4.35% of the total number of restricted shares granted this time.

1. The purpose of the equity incentive plan

In order to further improve the corporate governance structure of the company, establish and improve the company's long-term incentive and restraint mechanism, attract and retain outstanding talents, fully mobilize their enthusiasm and creativity, effectively enhance the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, so that all parties can pay attention to the long-term development of the company and ensure the realization of the company's development strategy and business objectives, under the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, according to the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), above

Measures for the Administration of Equity Incentives of Municipal Companies (hereinafter referred to as the "Administrative Measures"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board No. 4 - Information Disclosure of Equity Incentive Information (hereinafter referred to as the "Regulatory Guidelines"), the Trial Measures for the Implementation of Equity Incentives by State-Controlled Listed Companies (Domestic) (Guo Zi Fa Distribution [2006] No. 175) (hereinafter referred to as "Circular No. 175"), This incentive plan is formulated in accordance with the provisions of relevant laws, administrative regulations, normative documents and the Articles of Association of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the "Articles of Association") in accordance with the Notice on Issues Concerning the Implementation of the Equity Incentive System by State-controlled Listed Companies (Guo Zi Fa Distribution [2008] No. 171) (hereinafter referred to as the "No. 171 Document").

As of the announcement date of this incentive plan, the company is also implementing the 2023 restricted stock incentive plan, which is independent of the 2023 restricted stock incentive plan being implemented and has no relevant connection.

2. Equity incentive method and source of underlying stock

(1) Equity incentive method

The incentive instrument used in this plan is the second type of restricted stock. Incentive recipients who meet the conditions for the grant of this incentive plan shall, after satisfying the corresponding vesting conditions and vesting arrangements, receive the A-share ordinary shares repurchased and/or issued by the Company from the secondary market at the grant price during the vesting period, which will be registered with China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as the "Depository and Clearing Company"). The restricted shares granted to the incentive recipients do not enjoy the rights of shareholders of the company before vesting, and the above-mentioned restricted shares shall not be transferred, used for guarantee or repayment of debts.

(2) The source of the underlying stock

The source of the underlying shares involved in this incentive plan is the Company's A-share ordinary shares repurchased by the Company from the secondary market and/or the Company's A-share ordinary shares issued by the Company to the incentive recipients.

On December 22, 2023, the company held the 23rd meeting of the first board of directors, which was deliberated and approved

The "Proposal on the Plan for Repurchasing Shares by Centralized Bidding Transaction" agreed that the company should use over-raised funds, self-owned and self-raised funds to repurchase the company's shares for equity incentives by centralized bidding transactions. The total amount of repurchase funds shall not be less than RMB 50,000 (inclusive) and not more than RMB 100,000 (inclusive). The repurchase price shall not exceed RMB 25.26 per share (inclusive), and the repurchase period shall be from the approval of the repurchase plan by the shareholders' meeting of the company

within 12 months from the date of the date. For details, please refer to the company's announcements on December 29, 2023 and March 30, 2024

Announcement of Jinghe Integration on the Plan of Repurchasing Shares by Centralized Bidding Transaction (Corrected) (Announcement No.: 2023-042) and Repurchase Report of Jinghe Integration on Repurchasing the Company's Shares by Centralized Bidding Transaction (Announcement No.: 2024-017) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

According to the company's disclosure on March 5, 2025, the "Jinghe Integration on the Implementation Results of Share Repurchase and Shares

(Announcement No.: 2025-011), as of March 5, 2025, the company has completed the response

The actual repurchase of 62,088,500 shares of the company, accounting for 3.09% of the company's total share capital, and the total amount of actual repurchase funds was RMB 891,677,308.30 (excluding stamp duty, transaction commissions and other transaction costs). The purpose of the repurchased shares is in accordance with Article 162 of the Company Law.

3. The number of rights to be granted

The number of restricted shares to be granted to the incentive recipients under this incentive plan is 62,088,500 shares, accounting for about 3.09% of the company's total share capital of 2,006,135,157 shares at the time of the announcement of the draft incentive plan. Among them, 59,388,500 restricted shares were granted for the first time, accounting for about 2.96% of the company's total share capital at the time of the announcement of the draft incentive plan, and accounting for about 95.65% of the total number of restricted shares granted this time; 2,700,000 restricted shares are reserved for grant, accounting for about 0.13% of the company's total share capital at the time of the announcement of the draft incentive plan, and about 4.35% of the total number of restricted shares granted this time.

Unless approved by a special resolution of the shareholders' meeting, the total number of shares accumulated by any incentive recipient through the Plan and other effective equity incentive plans of the Company (if any) shall not exceed 1.00% of the total share capital of the Company; The total number of underlying shares involved in all effective incentive plans of the company shall not exceed 10.00% of the total share capital of the company.

From the date of the announcement of this incentive plan to the completion of the registration of the vesting of restricted shares, if the company converts capital reserve into share capital, distributes stock dividends, pays dividends, subdivides or shrinks shares, allotments, etc., the grant price and number of rights and interests of restricted shares will be adjusted accordingly according to this incentive plan.

4. The basis and scope of the determination of the incentive object and the number of rights and interests granted to each of them

(1) The basis for determining the incentive object

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

The incentive targets of this incentive plan are determined in accordance with the relevant provisions of relevant laws, administrative regulations, normative documents and the Articles of Association of the Company, such as the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, the Regulatory Guide, Circular No. 175 and No. 171, and the actual situation of the Company.

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

The incentive targets of this incentive plan are the directors, senior managers, core technical personnel of the company, and the core backbone employees (including employees of subsidiaries) that the board of directors deems necessary to be incentivized. The incentive objects do not include independent directors of the company, outside directors and supervisors who are held by persons other than the holding company of the listed company, shareholders or actual controllers holding more than 5% of the shares individually or collectively, and their spouses, parents and children. For the personnel who meet the scope of incentive objects of this incentive plan, the remuneration and assessment committee shall draw up a list and verify and determine it by the board of supervisors of the company.

(2) The scope of incentive targets

The number of incentive recipients granted under this incentive plan for the first time is 1,007, accounting for about 5,348 of the company's total number of employees

18.83% of people (as of December 31, 2024). The incentive objects granted by this incentive plan include:

1. Company directors, senior management personnel and core technical personnel;

2. The core backbone employees (including employees of subsidiaries) that the board of directors of the company believes need to be motivated.

The above incentive objects do not include independent directors of the company, external directors and supervisors held by persons other than the holding company of the listed company, shareholders or actual controllers who hold more than 5% of the company's shares individually or collectively, and their spouses, parents and children. Among the incentive objects of this incentive plan, the directors and senior management of the company must be elected by the shareholders' meeting of the company or appointed by the board of directors of the company. All incentive recipients must have an employment, labor or labor relationship with the Company or its 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 after the incentive plan is deliberated and approved by the shareholders' meeting and before the disclosure of the company's third quarter report of 2025, and the company shall disclose the relevant information in a timely and accurate manner on the designated website as required after the board of directors proposes it, the board of supervisors issues a clear opinion, and the lawyer issues a professional opinion and issues a legal opinion. If the incentive object is not specified beyond the above period, the reserved rights and interests will become invalid. The incentive object of reserved restricted shares shall be determined with reference to the criteria for the first grant.

The above incentive objects include some foreign employees, and the reason why the company includes them in this incentive plan is that foreign incentive objects play an important role in the company's technology research and development and business development at home and abroad, which provides a strong guarantee for the company's research and development level to maintain an advanced position in the industry, so that the company has the ability to maintain and improve the international competition level of products and the company's international market position. Therefore, the implementation of incentives for foreign employees is an important means to attract and retain foreign employees, which reflects the company's equal policy towards Chinese and foreign employees. It is also an effective measure for the company to achieve sustainable development, which will further promote the construction and stability of the company's core talent team, thereby contributing to the company's long-term development.

(3) The distribution of restricted shares granted to the incentive recipients

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

Preface Granted Restrictions Grant Limits Grant Limits Awarded Limits Awarded Limits Awarded Limits Granted Restrictions Granted Restrictions T

No. Name Nationality Position Number of Shares Total Number of Shares Total Share Capital of the Company at the time

(10,000 shares) of the proportion of the amount

1. Directors, senior management personnel and core technical personnel

1 Cai Guozhi China Chairman 170.00 2.74% 0.08%

Taiwan

2 Qiu Xianhuan, China, Senior Deputy General Manager, 130.00 2.09% 0.06%

Taiwan core technical personnel

3 Zheng Zhicheng, China, Senior Deputy General Manager, 130.00 2.09% 0.06%

Taiwan core technical personnel

4 Zhu Xiaojuan, China, Deputy General Manager 110.00 1.77% 0.05%

Director and Secretary of the Board of Directors

5 Zhu Caiwei China Books and financial responsibilities 110.00 1.77% 0.05%

Deputy General Manager

6 Zhou Yiliang China Deputy General Manager 110.00 1.77% 0.05%

7 Zhang Weidong China Core technical personnel 100.00 1.61% 0.05%

Taiwan

8 Li Qingmin China Core technical personnel 50.00 0.81% 0.02%

Taiwan

Subtotal 910.00 14.66% 0.45%

2. Core backbone employees (including employees of subsidiaries)

Core employees (999 in total) 5,028.85 80.99% 2.51%

Subtotal of first grant (total 1,007) 5,938.85 95.65% 2.96%

3. Reserved portion 270.00 4.35% 0.13%

Total 6,208.85 100.00% 3.09%

Note: 1. The cumulative amount of shares of the Company granted to any of the above-mentioned incentive recipients through the equity incentive plan within the full validity period does not exceed 1.00% of the total share capital of the Company. The total number of underlying shares involved in the equity incentive plan during the full validity period of the company does not exceed 10.00% of the total share capital of the company when the incentive plan is submitted to the shareholders' meeting;

2. The list of the above-mentioned incentive objects and their distribution ratio shall be reviewed and approved by the board of directors of the company, and the board of supervisors of the company shall verify the above-mentioned incentive objects and explain the verification situation at the shareholders' meeting; The final list of incentive recipients and distribution ratio shall be subject to the verification of the board of supervisors, the deliberation and approval of the shareholders' meeting, and the registration of the registration and clearing company;

3. When transferring effective restricted shares, incentive recipients who hold the positions of directors and senior managers of the company shall retain no less than 20% of the total number of restricted shares granted until the expiration of their tenure (or tenure) and the results of the tenure assessment or economic responsibility audit are qualified;

4. If the incentive recipient voluntarily waives the authorized benefits due to personal reasons, the board of directors shall adjust the number of grants accordingly, and directly reduce or distribute the equity shares waived by the incentive recipients. When subscribing for restricted shares, the incentive recipient may reduce the amount of restricted shares due to insufficient funds;

5. The incentive objects of this plan do not include independent directors of the company and external directors who are held by persons other than the holding company of the listed company

directors, supervisors, shareholders holding more than 5% of the shares of the listed company individually or collectively, actual controllers of the listed company and their spouses, parents and children;

6. The reserved part of the incentive object shall be determined after the incentive plan is deliberated and approved by the shareholders' meeting and before the disclosure of the company's third quarter report of 2025, and after the board of directors proposes it, the board of supervisors issues a clear opinion, the lawyer issues a professional opinion and issues a legal opinion, the company shall disclose the relevant information in a timely and accurate manner as required on the designated website.

7. If there is any difference in the mantissa between the sum of the above total data and the sum of the detailed numbers is due to rounding, two decimal places shall be retained.

(4) Verification of incentive recipients

1. After the board of directors of the company deliberates and approves this incentive plan, the company will publicize the name and position of the incentive object within the company through the company's website or other channels, and the publicity period shall not be less than 10 days.

2. The company shall conduct a self-examination of the trading of the company's shares and its derivatives by insiders within 6 months before the announcement of the draft incentive plan, and explain whether there is insider trading. Those who buy and sell the company's shares with knowledge of inside information shall not be the target of incentives, except for circumstances that are not insider trading as stipulated by laws, administrative regulations and relevant judicial interpretations. Where insider trading occurs as a result of the disclosure of inside information, it must not be the target of incentives.

3. The board of supervisors of the company will review the list of incentive objects and fully listen to the public opinions. The Company will disclose the explanation of the Board of Supervisors' review and publicity of the list of incentive recipients 5 days before the shareholders' meeting 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 board of supervisors of the company.

(5) If, during the implementation of this incentive plan, the incentive object is not allowed to become an incentive object as stipulated in the "Administrative Measures" and this incentive plan, the incentive object shall not be granted restricted shares, and the restricted shares that have been granted but not yet vested will be cancelled and invalidated.

5. The relevant schedule of the equity incentive plan

(1) The validity period of the equity incentive plan

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

(2) The relevant date and duration of the equity incentive plan

1. Date of award

The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated and approved by the shareholders' meeting of the company. The company shall convene a board of directors meeting within 60 days after the shareholders' meeting deliberates and approves the first grant of restricted shares to the incentive recipients

ticket and complete the announcement and other related procedures. If the company fails to complete the above work within 60 days, it shall promptly disclose the reasons for the failure and announce the termination of the implementation plan. According to the Administrative Measures and the Regulatory Guidelines, the period during which rights and interests shall not be granted shall not be counted within 60 days.

The grant date of the reserved part of the restricted shares shall be confirmed by the board of directors of the company after the deliberation and approval of the shareholders' meeting and before the disclosure of the company's third quarter report of 2025.

2. Date of attribution

The restricted shares granted under 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 date and shall not be 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 of the annual report or semi-annual report is postponed due to special reasons, it shall be counted from 15 days before the original scheduled announcement date to 1 day before the announcement;

(2) Within 5 days before the announcement of the company's quarterly report, performance forecast and performance express report;

(3) From the date of occurrence of major events that may have a greater impact on the company's stock trading price or investment decision, or the date of entering the decision-making process, to the date of disclosure in accordance with the law;

(4) Other periods stipulated by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange.

The above-mentioned "material events" are transactions or other material matters that the Company should disclose in accordance with the provisions of the Listing Rules. If the relevant laws, administrative regulations, and departmental rules have other provisions on the period that must not be vested, the relevant provisions shall prevail.

During the validity period of the Plan, if there is any change in the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the period during which directors, supervisors and senior management of listed companies are not allowed to buy or sell the shares of the Company, the restricted shares granted to the incentive recipients of the Plan shall be vested in accordance with the revised relevant regulations.

3. Attribution arrangement

The vesting period and vesting arrangements of the restricted shares granted for the first time under this incentive plan are shown in the following table:

Vesting Arrangement Vesting Period Vesting Ratio

First vesting period from the first trading day after 24 months from the date of first grant to 33% from the date of first grant

Ends on the last trading day in 36 months

Second vesting period from the first trading day after 36 months from the first grant date to 33% from the first grant date

Ends on the last trading day in a period of 48 months

Third vesting period from the first trading day after 48 months from the first grant date to 34% from the first grant date

Last trading day in 60 months

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

Vesting Arrangement Vesting Period Vesting Ratio

First vesting period from the first trading day after 24 months from the reservation grant date to 33% from the reservation grant date

Ends on the last trading day in 36 months

Second vesting period from the first trading day after 36 months from the reservation grant date to 33% from the reservation grant date

Ends on the last trading day in a period of 48 months

Third vesting period from the first trading day after 48 months from the reservation grant date to 34% from the reservation grant date

Last trading day in 60 months

Restricted shares that have not been fulfilled due to vesting conditions during the above-mentioned agreed period shall not be vested or deferred to the next year, and shall be invalidated by the Company in accordance with the provisions of this incentive plan.

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 not yet vested by the incentive recipients are subject to the vesting conditions at the same time, and shall not be transferred, used to guarantee or repay 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.

After the vesting conditions of the restricted shares are met, the company will handle the vesting of the restricted shares that meet the vesting conditions.

4. Lock-up period

The lock-up provisions on the sale of the company's shares granted to the incentive recipients through this incentive plan shall be implemented in accordance with the Company Law, the Securities Law, Several Provisions on the Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers of Listed Companies on the Shanghai Stock Exchange, and the Implementation Rules for the Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers of Listed Companies on the Shanghai Stock Exchange, as follows:

(1) If the incentive object is the company's directors and senior managers, the annual transfer of shares during their tenure shall not exceed 25% of the total number of shares of the company held by them; Within half a year after resignation, the shares of the Company held by him shall not be transferred.

(2) If the incentive object is the director or senior management of the company, the company's shares held by the company shall be sold within 6 months after the purchase, or purchased again within 6 months after the sale, and the proceeds therefrom shall belong to the company, and the board of directors of the company will recover the proceeds.

(3) During the validity period of this incentive plan, if there is any change in the relevant laws, administrative regulations, normative documents and the Articles of Association of the Company on the transfer of shares held by directors and senior managers of the Company in accordance with the Company Law, the Securities Law, the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers, and other relevant laws, administrative regulations, normative documents and the Articles of Association. The transfer of the company's shares held by this part of the incentive recipient shall comply with the revised "Public Shares" at the time of transfer

Judiciary, Securities Law and other relevant laws, regulations, normative documents and the provisions of the Articles of Association.

6. The award price and the method of determining the grant price

(1) Pricing method

The initial grant price of restricted shares under this incentive plan shall not be less than 50% of the average trading price of the company's shares on the 1st, 20th, 60th, and 120th trading days prior to the announcement of this incentive plan:

1. The average price of the company's shares on the first trading day before the announcement of this incentive plan was 22.93 yuan per share, which was granted this time

The price accounted for 52.77% of the average trading price of the company's shares in the previous 1 trading day;

2. The average trading price of the company's shares in the first 20 trading days before the announcement of this incentive plan was 23.83 yuan per share

The grant price represents 50.77% of the average trading price of the company's shares in the previous 20 trading days;

3. The average trading price of the company's shares in the 60 trading days before the announcement of this incentive plan was 24.20 yuan per share

The grant price represents 50.01% of the average trading price of the company's shares in the previous 60 trading days;

4. The average trading price of the company's shares in the 120 trading days before the announcement of this incentive plan was 23.58 yuan per share

The sub-grant price accounted for 51.31% of the average trading price of the company's shares in the previous 120 trading days;

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 12.10 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.

(2) Pricing basis

The grant price and pricing method of restricted shares granted under this incentive plan are to promote the development of the company, safeguard the rights and interests of shareholders, and provide a mechanism and talent guarantee for the company's long-term and steady development.

The integrated circuit manufacturing industry in which the company is located is a technology-intensive industry, and as a technology-intensive industry, talents, especially core technology and business talents, are the key factors that determine the competitiveness of the company's industry. In recent years, with the rapid development of the integrated circuit manufacturing industry, the competition for talents in the industry has been intensifying. If the company loses a large number of key talents due to salary reasons, or the company is unable to effectively motivate existing talents, or fails to attract outstanding talents, the company may have insufficient allocation of relevant teams, which will adversely affect the company's R&D and production, unable to provide customers with high-quality services, and may even face higher recruitment and training costs, which will adversely affect the company's technology research and development capabilities and operating performance. To this end, the company urgently needs to effectively supplement the salary competitiveness of core talents through this equity incentive to ensure the company's talent competitiveness in the industry.

In addition, in line with the principle of equal incentives and constraints, this incentive plan sets a certain challenging performance target, which can further stimulate the subjective initiative and creativity of the incentive object, and the pricing principle of this incentive plan matches the performance requirements. Based on this, this incentive plan will have a positive impact on the company's sustainable development and shareholders' rights and interests in the future, and promote the smooth realization of the incentive goals.

7. Conditions for the grant and vesting of restricted shares

(1) Conditions for the grant of restricted shares

The company grants restricted shares to the incentive object only if the following conditions are met at the same time; Conversely, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive recipients.

1. The company has not experienced any of the following situations:

(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 financial reporting in the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion;

(3) Failure to distribute profits in accordance with laws and regulations, the 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 determined by the China Securities Regulatory Commission.

2. The incentive object does not have any of the following circumstances:

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

(2) 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 a listed company;

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

3. Grant performance conditions

At the time of the restricted stock grant, the audited financial data of the company for the most recent fiscal year (i.e., 2024) needs to meet the following conditions at the same time in order for the grant to be implemented:

(1) Economic Value Added (EVA): Positive in 2024 compared to fiscal year 2023;

(2) Growth rate of net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses: Compared with fiscal years 2023 in 2024, the growth rate of net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses shall not be less than 80%;

(3) Proportion of R&D investment in main business income: no less than 8.5% in fiscal year 2024.

(2) Conditions for the vesting of restricted stocks

When the following conditions are met during the vesting period, the restricted shares granted to the incentive recipients can be vested in batches:

1. The company has not experienced any of the following situations:

(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 financial reporting in the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion;

(3) Failure to distribute profits in accordance with laws and regulations, the 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 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 yet vested by the incentive recipient in accordance with the Plan shall be cancelled and invalidated.

2. The incentive object does not have any of the following circumstances:

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

(2) 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 a listed company;

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

If an incentive object falls under any of the circumstances specified in Article 2 above, the Company will terminate its right to participate in this incentive plan, and the incentive object will cancel its vesting according to the restricted shares that have been granted but not yet vested under this incentive plan.

and invalidated.

3. Requirements for the term of office of the vested rights and interests of the incentive object:

The incentive recipient must meet the tenure period of more than 12 months before vesting in each batch of restricted shares granted.

4. Performance appraisal requirements at the company level:

For the first time, part of the incentive plan will be granted for three fiscal years from 2025 to 2027, and each fiscal year will be assessed once. Based on the 2024 operating income value, the revenue growth rate (B) is determined; Based on the 2025-2027 financial data projections, the ΔEVA(A) and EBITDA margin(C) for each year are determined. According to the coefficients corresponding to the completion of the above three indicators, the number of vesting at the company level in each year is calculated.

The annual performance appraisal requirements for the first grant of restricted shares are as follows:

1st vesting period 2nd vesting period 3rd vesting period

Performance appraisal indicators (corresponding to the appraisal year) (corresponding to the appraisal year) (corresponding to the appraisal year

2025) 2026) 2027)

ΔEVA(A) Target value (A0) Note 1 is positive Positive is positive Positive

Target (B0) 15% 25% 35%

Revenue growth rate 10% 20% 30%

(B) Trigger value (B1)

and not lower than the average value of the industry Note 2 or the 75th percentile of the benchmarking enterprise

Interest, Taxes, Depreciation and Amortization Target (C0) 48% 48% 48%

Front Profit Margin (C) Trigger Value (C1) 45% 45% 45%

Note: 1. ΔEVA performance appraisal index, the target value is equal to the trigger value;

2. According to the China Securities Industry Classification, the industry in which the company is located is "information technology-semiconductor-integrated circuit-integrated circuit manufacturing";

3. The performance targets involved in the above-mentioned restricted stock vesting conditions do not constitute the company's performance forecast and substantive commitment to investors;

4. The above ΔEVA and EBITDA margin measures exclude the impact of share-based payment expenses under this incentive plan and other incentive plans.

The calculation of the performance achievement coefficient of individual projects is as follows:

Performance appraisal indicators Individual project performance achievement coefficient Company-level achievement coefficient

ΔEVA(A) A>0, then X=100%

(30% weighting) A≤0, then X=0 (not triggered)

Revenue growth rate (B) B≥B0, then Y=100% X*30%+Y*40%+Z*30%

(40% weight) B1≤B

B

Performance appraisal indicators Individual project performance achievement coefficient Company-level achievement coefficient

EBITDA C≥C0, then Z=100%

Rate (C) C1≤C

(30% weighting) C

Note: 1. If the performance of an individual project does not reach the trigger value, the achievement coefficient of the project is 0;

2. The number of vested shares at the company level = the number of restricted shares during the vesting period × the achievement coefficient at the company level.

The company's main business is 12-inch wafer foundry services, which belongs to the semiconductor industry. The company has selected six world-leading foundries related to the company's main business as the company's benchmarking enterprises, as follows:

Serial No. Stock Code Stock Abbreviation

1 688981.SH SMIC

2 688347.SH Hua Hong Company

3 688396.SH CR Micro

4 6770.TW PSMC

5 2303.TW UMC

6 GFS. o Grofoundry

Note: In the process of performance appraisal, if there is a large change in the main business of the benchmarking enterprise and the enterprise in the same industry, or the performance fluctuates greatly, resulting in the weakening of the significance of the benchmarking assessment, the board of directors of the company can eliminate the relevant abnormal data or the benchmarking enterprise, and can also replace or add the relevant benchmarking enterprise to reflect the authenticity of the benchmarking assessment.

If the company fails to meet the above-mentioned performance appraisal targets, all the restricted shares that are planned to vest in the current year of the incentive object will be cancelled and invalidated.

The performance appraisal objectives of the performance appraisal year reserved for the grant part of this incentive plan and the performance appraisal objectives of each assessment year are the same as those of the first grant part.

5. Performance appraisal requirements at the individual level of the incentive object:

The individual-level assessment 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 them shall be determined according to the assessment results of the incentive objects. The evaluation results of the incentive object are composed of two parts: personal punishment verification and individual performance appraisal.

The proportions corresponding to the approved results of individual punishment are as follows:

Verification results of individual punishment No record of demerit or above punishment There is a record of demerit or above punishment

The corresponding attribution ratio of the approved results of individual punishment is 100% 0

The corresponding attribution ratio of individual performance appraisal results is as follows:

Individual performance appraisal results A, B, C D

The corresponding attribution ratio of individual performance appraisal results is 100%, 80%, 60%, 0

The number of restricted shares actually vested by the incentive object in the current year = the number of individual plans to vest in the current year× the company-level vesting ratio × the corresponding vesting ratio of the individual punishment verification results × the corresponding vesting ratio of the individual performance appraisal results.

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 the company encounters major changes, special and abnormal circumstances, or other force majeure factors during the validity period of this plan, the company's performance appraisal indicators may be adjusted after being approved by the board of directors of the company.

(3) A scientific and reasonable explanation of the company's performance appraisal indicators

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

The company-level performance appraisal indicators are the improvement value of economic value-added ΔEVA, revenue growth rate, EBITDA and amortization margin, which are important indicators to measure the comprehensiveness, growth, profitability and predict the future business development trend of the enterprise. Thereinto:

1、ΔEVA

(1) The economic added value takes into account the cost of all capital, and is based on the return obtained by the company, which more truly reflects the company's value creation ability and sustainable development ability.

(2) It is conducive to the unity of the interests of employees, the company and shareholders, and realizes the binding of the interests of employees and the company as a whole, thereby enhancing the work enthusiasm and subjective initiative of employees, and promoting the core competitiveness of the company.

(3) Since 2010, the State-owned Assets Supervision and Administration Commission of the State Council has decided that the central enterprises should replace the original return on net assets through the full implementation of the economic added value assessment index, and the implementation of the index has received widespread attention from the industry, such as the State Grid Information and Communications, China Unicom, China Communications Construction, China Software and other state-owned listed companies, all of which have selected this index as the equity incentive assessment target. Compared with the traditional financial assessment index, this index is more scientific, reasonable and easy to assess.

2. Revenue growth rate

(1) Revenue growth rate is an important indicator to measure the growth rate of an enterprise. By comparing the revenue growth rate in different periods, we can clearly see the growth trend of the company's operating income, which is a direct reflection of the company's growth rate and development potential.

(2) The revenue growth rate can reflect the operating conditions of the enterprise. When the revenue growth rate continues to be positive and increases year by year, it indicates that the business is in good condition and its profitability is stable; At the same time, the increase in revenue growth rate also reflects the improvement of the company's market share. With the increase of operating income, the company's share in the market will also expand accordingly, thereby enhancing the company's market position and competitiveness.

3. EBITDA margin

(1) The EBITDA margin intuitively reflects the core profitability of the enterprise by calculating the ratio of the profit to the operating income before excluding income tax, interest, depreciation and amortization.

(2) The EBITDA margin can measure the operational efficiency of the enterprise, such as cost control and resource utilization, and the efficient enterprise can usually achieve higher output at a lower cost, which is an important indicator to evaluate the market value and future development prospects of the enterprise.

(3) The company's main business is 12-inch wafer foundry services, which has the characteristics of heavy assets. The company is currently in a period of expansion, and the cost burden of depreciation of fixed assets and interest expenses on long-term borrowings is heavy. The EBITDA margin can exclude the impact of long-term costs such as depreciation of fixed assets and interest expenses on long-term borrowings on the company's current profit, and more truly reflect the company's operating performance.

In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system at the individual level, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive object. The company will determine whether the individual incentive object meets the conditions for attribution according to the annual performance appraisal results of the incentive object.

To sum up, the company's incentive plan assessment system is comprehensive, comprehensive and operable, the assessment index setting has a good scientific, forward-looking and reasonable, the incentive plan performance appraisal target value has fully considered the company's development environment, industry level and future business development planning, for the company is not only more challenging, but also reasonable incentives, is conducive to driving the company's performance development and sustainable growth.

8. Procedures for the Company to grant rights and interests and the attribution of incentive objects

(1) The implementation procedures of this incentive plan

1. The Remuneration and Appraisal Committee is responsible for formulating the draft of the incentive plan, the summary and the Assessment Management Measures, and submitting it to the Board of Directors for deliberation.

2. The board of directors of the company shall make a resolution on this incentive plan in accordance with the law. When the board of directors deliberates on the incentive plan, the affiliated directors shall abstain from voting. The board of directors shall, after reviewing and approving the plan and performing the publicity and announcement procedures, submit the plan to the shareholders' meeting for deliberation; At the same time, it is submitted to the shareholders' meeting for authorization, which is responsible for the implementation of the grant, vesting (registration) of restricted shares.

3. The board of supervisors shall express a clear opinion 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 lawyer hired by the company issued a legal opinion on the incentive plan.

4. The company conducts a self-examination on the trading of the company's shares by insiders within 6 months before the announcement of this incentive plan.

5. The draft incentive plan deliberated and approved by the board of directors shall be submitted to the competent department of state-owned assets and/or the authorized entity for review and approval; The company shall make an announcement within 2 trading days after obtaining the approval of the competent authority for state-owned assets and/or its authorized entity.

6. Before convening the shareholders' meeting, the company shall publicize the name and position of the incentive object within the company through the company's website or other channels, and the publicity period shall not be less than 10 days. The Board of Supervisors will review the list of incentive recipients and fully listen to the public opinions. The Company shall disclose the explanation of the review and publicity of the list of incentive recipients by the Board of Supervisors 5 days before the shareholders' meeting deliberates on the incentive plan.

7. When the shareholders' meeting of the company votes on the incentive plan and related proposals, the independent directors shall solicit proxy voting rights from all shareholders on the incentive plan and related proposals. The shareholders' meeting of the company 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 the shareholders present at the meeting, and separately count and disclose the votes of other shareholders except the company's directors, supervisors, senior managers, and shareholders who hold more than 5% of the company's shares individually or collectively. When the shareholders' meeting deliberates on the incentive plan and related proposals, the related shareholders shall abstain from voting.

8. The company discloses the announcement of the resolution of the shareholders' meeting, the equity incentive plan deliberated and approved by the shareholders' meeting, the self-inspection report and legal opinion of the insider information on the trading of the company's shares.

9. When the incentive plan is deliberated and approved by the shareholders' meeting of the company and the grant conditions specified in the incentive plan are met, the company shall grant restricted shares to the incentive recipients within the specified time. After being authorized by the shareholders' meeting of the company, the board of directors of the company is responsible for the granting, vesting, invalidation and invalidation of restricted shares, and handling all matters necessary for the vesting of restricted shares, including but not limited to submitting an application for vesting to the stock exchange, applying to the registration and clearing company for relevant registration and clearing business, amending the Articles of Association, and handling the change and registration of the company's registered capital

Remember.

(2) Procedures for granting restricted shares

1. After the shareholders' meeting deliberates and approves the incentive plan and the board of directors passes the resolution to grant rights and interests to the incentive object, the company and the incentive object sign 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 this incentive plan have been achieved. The grant plan for the reserved restricted shares shall be determined and approved by the Board of Directors. The board of supervisors shall express clear opinions at the same time. The law firm shall issue a legal opinion on whether the conditions under which the incentive recipient is granted the benefit have been fulfilled. The board of supervisors of the company shall verify the date of grant of restricted shares and the list of incentive recipients and express their opinions.

3. If there is a discrepancy between the rights and interests granted by the company to the incentive recipients and the arrangements of the plan, the board of supervisors (when the incentive recipients change) and the law firm shall express clear opinions at the same time.

4. After the equity incentive plan is deliberated and approved by the shareholders' meeting, the company shall convene a board of directors to grant restricted shares to the incentive recipients and complete the announcement within 60 days in accordance with relevant regulations. If the company fails to complete the above work within 60 days, it shall promptly disclose the reasons for the non-completion and announce the termination of the implementation of this incentive plan, and shall not reconsider the equity incentive plan within 3 months from the date of announcement (according to the "Administrative Measures" and relevant laws and regulations, the period during which listed companies are not allowed to grant rights and interests shall not be counted within 60 days). The object of the grant of reserved rights and interests shall be clarified after the approval of this incentive plan by the shareholders' meeting and before the disclosure of the company's third quarter report of 2025.

(3) Procedures for the vesting of restricted shares

1. Before vesting, the company should confirm whether the incentive object meets the vesting conditions. The board of directors shall deliberate on whether the vesting conditions set by this incentive plan have been achieved, and the board of supervisors shall express a clear opinion. Law firms shall issue a legal opinion on whether the conditions for the attribution of incentive recipients have been fulfilled.

2. For the incentive object that meets the vesting conditions, the funds for subscribing for restricted shares shall be paid to the company's designated account in accordance with the company's requirements, and confirmed by the capital verification of the certified public accountant. The company shall apply to the stock exchange in a unified manner, and after confirmation by the stock exchange, the registration and clearing company shall handle the matters concerning the ownership of shares. For incentive objects that do not meet the conditions, the restricted shares corresponding to the batch will be cancelled and invalidated. The company shall disclose the relevant implementation announcements in a timely manner.

3. The incentive object can transfer the vested restricted shares, but the company's directors and senior managers

The transfer of shares held by members shall comply with the provisions of relevant laws, administrative regulations and normative documents.

9. Methods and procedures for the adjustment of restricted stocks

(1) The method of adjusting the number of restricted shares

If the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision, allotment and share reduction from the date of the announcement of this incentive plan to the completion of the registration of the vesting of restricted shares by the incentive object, the number 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 stock subdivision

Q＝Q0×（1＋n）

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

2. Allotment of shares

Q＝Q0×P1×（1＋n）/（P1＋P2×n）

Among them: Q0 is the number of restricted shares before adjustment; P1 is the closing price on the record date; P2 is

the price of the allotment; 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 shares.

3. Share reduction

Q＝Q0×n

Among them: Q0 is the number of restricted shares before adjustment; n is the share reduction ratio (i.e., 1 share of the company's stock is reduced to

n shares); Q is the adjusted number of restricted shares.

4. Additional issuance

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

(2) The method of adjusting the grant price of restricted shares

If the company has dividends, capital reserve conversion to share capital, stock dividends, share subdivision, allotment or share reduction from the date of the announcement of this incentive plan to the completion of the registration of restricted stock vesting, the restricted stock grant price shall be adjusted accordingly. Here's how to do this:

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

P＝P0/(1＋n)

Among them: P0 is the grant price before adjustment; n is the ratio of capital reserve per share to share capital, stock dividends and stock splits; P is the adjusted grant price.

2. Allotment of shares

P＝P0×(P1＋P2×n)/[P1×(1＋n)]

Among them: P0 is the grant price 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 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 shares reduced per share; 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.

(3) Procedures for the adjustment of this incentive plan

The shareholders' meeting of the Company authorizes the Board of Directors of the Company to adjust the number of restricted shares and the grant price for the reasons set out in this incentive plan. After the board of directors adjusts the number and grant price of restricted shares in accordance with the above provisions, it shall make an announcement and notify the incentive recipients in a timely manner. 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.

If it is necessary to adjust the number of restricted shares, grant price or other terms due to matters other than the above-mentioned circumstances, it shall be reported to the competent department of state-owned assets and/or the authorized entity for review and approval after the board of directors makes a resolution, and shall be implemented after deliberation and approval by the shareholders' meeting.

10. Accounting treatment and performance impact measurement

According to the Ministry of Finance's Accounting Standard for Business Enterprises No. 11 - Share-based Payment and Accounting Standard for Business Enterprises No. 22

No. - Recognition and Measurement of Financial Instruments", the company will be on each balance sheet during the waiting period

The estimated number of attributable restricted shares is revised according to the latest follow-up information such as changes in the number of attributable persons and the completion of performance indicators, and the services obtained in the current period are included in the relevant costs or expenses and capital reserve according to the fair value of the restricted shares on the date of grant.

(1) The fair value of restricted shares and the method of determination

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 chose the Black-Scholes model to calculate the fair value of Class II restricted stocks

Value. Based on March 14, 2025, the forecast is calculated, and the values and descriptions of each parameter of the valuation model are taken

As follows:

1. The underlying stock price: 23.04 yuan/share (the company's closing price on March 14, 2025, assumed to be restrictive.)

the closing price of the stock on the date of grant);

2. The validity period is: 2 years, 3 years, and 4 years (the date of grant of the second class of restricted shares is vesting in each period.)

days);

3. Historical volatility: 17.39%, 16.53% and 15.71% (the annualized volatility of the Shanghai Composite Index in the past 2 years, 3 years and 4 years is used respectively);

4. Risk-free interest rate: 1.56%, 1.62% and 1.62% (respectively using the yield to maturity of the corresponding period of China Treasury Bonds);

5. Dividend yield: 0%.

(2) The impact of the estimated equity incentive cost on the company's operating performance

The Company determines the fair value of the Class II restricted shares on the grant date in accordance with accounting standards and relevant valuation tools, 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 the first grant of restricted shares in mid-May 2025, in accordance with the requirements of Chinese accounting standards, this is exciting

The impact of the grant of restricted shares on the accounting costs of each period is shown in the following table:

Unit: 10,000 yuan

Restricted stock is expected to be 2025, 2026, 2027, 2028, 2029

Total amortized cost

68,435.72 15,528.24 24,535.96 17,517.97 8,681.33 2,172.22

Note: 1. The above calculation results do not represent the final accounting cost, the actual accounting cost and the grant date, grant price and vesting number

If the incentive object resigns before vesting, or the company's performance appraisal or individual performance appraisal fails to meet the corresponding standards, the actual vesting amount will be reduced accordingly, thereby reducing 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 calculation does not include the reserved portion of 2,700,000 shares of Class II restricted stock, which will incur additional share payment expenses when the reserved portion is granted, and the accounting treatment of reserved restricted stock is the same as that of the first grant of restricted stock.

The cost of this incentive plan will be charged to the cost. Based on the current information, the company preliminarily estimates that without considering the positive effect of the incentive plan on the company's performance, the amortization of the cost of the incentive plan will have an impact on the net profit of each year during the validity period, but the impact is not significant. Considering the positive effect of this incentive plan on the company's business development, thereby stimulating the enthusiasm of the management and business teams, improving operating efficiency and reducing operating costs, the company's performance improvement brought by this incentive plan will be higher than the increase in expenses brought by it.

11. The rights and obligations of the company and the incentive recipients, and the dispute resolution mechanism

(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 for the incentive object performance appraisal, 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 promises 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 fulfill 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 Depository and Clearing Company, etc., actively cooperate with the incentive objects that meet the vesting conditions to carry out the vesting operation of restricted shares according to 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, the Shanghai Stock Exchange and the Depository and Clearing Company.

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 not yet vested by the incentive object after deliberation by the remuneration committee of the board of directors and the approval of the board of directors of the company. feeling

If the damage is serious, the company may also recover the losses suffered by the company in accordance with the provisions of the relevant laws.

6. In accordance with the provisions of national tax laws and regulations, the company withholds and pays individual income tax and other taxes payable by the incentive object.

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

(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 object is the self-raised fund of the incentive object.

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 object 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 promises 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 return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to contain false records, misleading statements or material omissions.

6. After the shareholders' meeting 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.

(3) The dispute or 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 mediation by the Remuneration 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.

The Company's determination of the incentive recipients of this equity incentive plan does not constitute a commitment to the employee's employment period. The company still determines the employment relationship of employees according to the "labor contract" or employment contract signed with the incentive recipient.

12. Handling of changes and terminations of this incentive plan and changes in the company/incentive object

(1) Procedures for changing the incentive plan

1. If the company can change the incentive plan before the shareholders' meeting deliberates and approves it, the change shall be deliberated and approved by the board of directors. If the company changes the incentive plan that has been approved by the shareholders' meeting, the change plan shall be submitted to the shareholders' meeting for deliberation, and shall not include circumstances that lead to the acceleration of early vesting and the reduction of the grant price (except for the reduction of the grant price due to the conversion of capital reserve into share capital, the distribution of stock dividends, the allotment of shares, etc.).

2. The company shall disclose the reasons for the change and the content of the change in a timely manner, and the board of supervisors 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.

(2) Procedures for terminating the incentive plan

1. If the company intends to terminate the incentive plan before the shareholders' meeting deliberates, it shall be approved and disclosed by the board of directors. If the company terminates the implementation of the incentive plan after the shareholders' meeting deliberates and approves the incentive plan, it shall be submitted to the board of directors and the shareholders' meeting for deliberation and disclosure.

2. The company shall timely disclose the announcement of the resolution of the shareholders' meeting or the resolution of the board of directors. The law firm shall issue a professional opinion on whether the termination of the incentive plan by the company complies with the provisions of the Administrative Measures and relevant laws and regulations, and whether there is any obvious harm to the interests of the company and all shareholders.

3. If the company terminates this incentive plan, the restricted shares that have not yet vested will be invalidated.

(3) Handling of changes in the company

1. In the event of any of the following circumstances, the implementation of the plan shall be terminated, and the restricted shares that have been granted but not vested by the incentive recipients in accordance with the plan shall be cancelled and invalidated:

(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 financial reporting in the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion;

(3) Failure to distribute profits in accordance with laws and regulations, the Articles of Association, and public commitments within the last 36 months after listing;

(4) Circumstances where laws and regulations prohibit the implementation of equity incentives;

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

2. The company has merger, division, etc.;

In the event of a merger or division of the company, the board of directors of the company shall decide whether to terminate the implementation of this incentive plan within 5 trading days from the date of the merger or division of the company.

3. There is a change in the control of the company

When there is a change in the control of the company, the board of directors of the company shall decide whether to terminate the implementation of this incentive plan within 5 trading days from the date of the change of control of the company.

4. If the company does not meet the conditions for the grant of restricted shares or the vesting arrangement 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 object will be cancelled and invalidated.

If the restricted shares granted to the incentive recipients have been vested, all incentive recipients shall return the authorized benefits. If the incentive recipient who is not responsible for the above matters suffers losses due to the return of rights and interests, it may recover from the company or the responsible object in accordance with the relevant arrangements of this plan. The board of directors shall, in accordance with the provisions of the preceding paragraph and the relevant arrangements of this plan, recover the income obtained by the incentive recipients.

(4) Handling of changes in incentive targets

1. If the incentive object has a change in position, but still serves in the company or its subordinate branches and subsidiaries, the restricted shares granted to it will be vested in accordance with the procedures stipulated in the incentive plan before the change of position; However, if the incentive recipient is incompetent for the job, violates the law, violates professional ethics, divulges company secrets, dereliction of duty or dereliction of duty, seriously violates the company's system and damages the company's interests or reputation, etc., the restricted shares that have been granted but not yet vested by the incentive recipient shall not be vested and shall be invalid.

2. If the incentive object resigns, including voluntary resignation, resignation due to layoffs of the company, non-renewal of the labor contract/employment agreement upon expiration, dismissal by the company due to personal fault, and termination of the labor contract or employment agreement through negotiation, the restricted shares that have been granted but not vested by the incentive object from the date of resignation shall not be vested and shall be invalid. 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 behaviors, and the Company has the right to recover from the incentive recipients in accordance with the provisions of relevant laws depending on the seriousness of the circumstances: violation of the employment contract, confidentiality agreement, non-compete agreement or any other similar agreement signed with the Company or its affiliates; violates the laws of the country of residence that results in a criminal offence or other aggravating circumstances that affect the performance of the duties; Receiving remuneration from a company or individual other than the company and not disclosing it to the company in advance, etc.

3. The incentive object retires normally in accordance with national laws and regulations and the company's regulations, and has not been rehired by the company or other factors

If the form continues to serve the company, the restricted shares that have been granted to the incentive object but have not yet vested shall not be vested and shall be invalidated. If the incentive recipient is rehired by the company or continues to serve the company in other forms after normal retirement in accordance with national laws and regulations and the company's regulations, the restricted shares granted to him shall continue to be valid and shall still be vested in accordance with the procedures stipulated in this incentive plan. After the occurrence of the circumstances described in this paragraph, if the incentive recipient does not have an individual performance appraisal, its individual performance appraisal conditions shall no longer be included in the attribution conditions; If there is an individual performance appraisal, the individual performance appraisal is still one of the vesting conditions for restricted stocks.

4. If the incentive recipient dies or loses the capacity for civil conduct in the line of duty, the restricted shares granted to him shall continue to be valid and shall still be vested in accordance with the procedures stipulated in the incentive plan before the occurrence of relevant circumstances. The board of directors of the company may decide that its performance appraisal conditions at the individual level will no longer be included in the vesting conditions.

5. If the incentive object dies or loses the capacity for civil conduct not due to official duties, the restricted shares that have been granted but not vested by the incentive object shall not be vested from the date of occurrence of the situation.

6. Other circumstances not specified in this incentive plan shall be determined by the board of directors of the company and the method of handling shall be determined.

XIII. Attachment to the online announcement

(1) 2025 Restricted Stock Incentive Plan (Draft) of Jinghe Integration;

(2) Measures for the implementation of the assessment and management measures for the implementation of the 2025 restricted stock incentive plan of Jinghe Integration;

(3) The list of incentive recipients granted for the first time under the 2025 restricted stock incentive plan of Jinghe Integration;

(4) The verification opinions of the board of supervisors of Jinghe Integration on the company's 2025 restricted stock incentive plan (draft).

The announcement is hereby made.

Board of Directors of Hefei Jinghe Integrated Circuit Co., Ltd

March 15, 2025