Stock code: 688521 Stock abbreviation: VeriSilicon Announcement No.: 2025-005

VeriSilicon Microelectronics (Shanghai) Co., Ltd

Announcement on the Cancellation of Some Restricted Shares

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

VeriSilicon Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as "VeriSilicon" or the "Company") was established in:

The 20th meeting of the second board of directors and the 18th meeting of the second board of supervisors will be held on January 20, 2025

deliberated and passed the "Proposal on Abolishing and Disposing of Some Restricted Shares Granted but Not Vested Under the 2020 Restricted Stock Incentive Plan and the 2022 Restricted Stock Incentive Plan", and the relevant matters are hereby explained as follows:

1. The decision-making procedures and information disclosure of the company's 2020 restricted stock incentive plan

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

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

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

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

3. From December 3, 2020 to December 12, 2020, the company intends to incentivize the objects of this incentive plan

The name and position of the company are publicly announced within the company. During the publicity period, the board of supervisors of the company did not receive this incentive

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

The website (www.sse.com.cn) disclosed the "Announcement and Verification Opinions of the Board of Supervisors on the List of Incentive Recipients Granted for the First Time in the Company's 2020 Restricted Stock Incentive Plan" (Announcement No.: 2020-020).

4. On December 22, 2020, the company held the second extraordinary general meeting of shareholders in 2020 to deliberate and commence

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

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

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

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

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

7. On August 3, 2021, the company held the 21st meeting of the first board of directors and the first supervisors

At the 13th meeting, the "Proposal on Granting Reserved Restricted Shares to Incentive Recipients" was deliberated and approved. The independent directors of the company expressed their independent opinions on the aforesaid matters, and the board of supervisors verified the aforesaid matters and issued verification opinions.

8. On December 20, 2021, the company held the 27th meeting of the first board of directors and the first supervisor

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

Verification opinions were issued.

9. On February 10, 2023, the company held the fifth meeting of the second board of directors and the second board of supervisors

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

10. On August 2, 2023, the company held the ninth meeting of the second board of directors and the second board of supervisors

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

11. On December 25, 2023, the company held the 11th meeting of the second board of directors and the second supervisor

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

12. On August 8, 2024, the company held the 16th meeting of the second board of directors and the second session of supervisors

At the 14th meeting, the "Proposal on the Achievement of the Vesting Conditions of the First Batch of the Second Vesting Period of the Company's 2020 Restricted Stock Incentive Plan" and "Proposal on the Cancellation of Part of the Restricted Shares Granted but Not Vested under the 2020 Restricted Stock Incentive Plan and the 2022 Restricted Stock Incentive Plan" and other related proposals were deliberated and approved. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

13. On January 20, 2025, the company held the 20th meeting of the second board of directors and the second session of supervisors

At the 18th meeting, the "Proposal on the Achievement of the Vesting Conditions of the Third Vesting Period of the Company's 2020 Restricted Stock Incentive Plan for the First Grant", "The Proposal on the Achievement of the Vesting Conditions of the Second Batch of the Second Vesting Period Reserved for the Grant of the Company's 2020 Restricted Stock Incentive Plan" and "On the Cancellation of the 2020 Period" were deliberated and approved

Institutional Stock Incentive Plan, Proposal on Restricted Shares Granted but Not Vested under the 2022 Restricted Stock Incentive Plan" and other related proposals. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

2. The decision-making procedures and information disclosure of the company's 2022 restricted stock incentive plan

1. On January 4, 2022, the company held the 28th meeting of the first board of directors and deliberated and approved

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

On the same day, the company held the 18th meeting of the first board of supervisors, which deliberated and approved the "Proposal on Reviewing < > and Summary of VeriSilicon Microelectronics (Shanghai) Co., Ltd. 2022 Restricted Stock Incentive Plan (Draft)", "Proposal on Reviewing < > of the Implementation Assessment and Management Measures of VeriSilicon Microelectronics (Shanghai) Co., Ltd. 2022 Restricted Stock Incentive Plan", and "Deliberation on < List of Incentive Recipients Granted for the First Time in VeriSilicon Microelectronics (Shanghai) Co., Ltd.'s 2022 Restricted Stock Incentive Plan>The Board of Supervisors of the Company verified the relevant matters of this incentive plan and issued relevant verification opinions.

2. On January 5, 2022, the company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

According to the "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors" (Announcement No.: 2022-005), according to the entrustment of other independent directors of the Company, Mr. Li Chen, an independent director, as the solicitor, solicited voting rights from all shareholders of the Company on the proposals related to the Company's 2022 restricted stock incentive plan deliberated at the first extraordinary general meeting of shareholders in 2022.

3. From January 5, 2022 to January 14, 2022, the company intends to incentivize the objects of this incentive plan

Names and positions are publicly announced within the company. As of the expiration of the publicity period, the board of supervisors of the company has not received any pairs

The objections raised by the proposed incentive objects. On January 15, 2022, the company was listed on the website of the Shanghai Stock Exchange

(www.sse.com.cn) Disclosed the "Explanation and Verification Opinions of the Board of Supervisors on the Announcement and Verification Opinions of the Board of Supervisors on the List of Incentive Recipients Granted for the First Time in the Company's 2022 Restricted Stock Incentive Plan" (Announcement No.: 2022-008).

4. On January 20, 2022, the company held the first extraordinary general meeting of shareholders in 2022 to deliberate and commence

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

5. On January 21, 2022, the company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

"Self-inspection Report on the Trading of the Company's Shares by Insiders with Inside Information of the Company's 2022 Restricted Stock Incentive Plan" (Announcement No.: 2022-010).

6. On January 21, 2022, the company held the 29th meeting of the first board of directors and the first supervisor

At the 19th meeting of the Board of Directors, the "Proposal on Adjusting Matters Related to the Company's 2022 Restricted Stock Incentive Plan" and "Proposal on Granting Restricted Shares to Incentive Recipients for the First Time" were deliberated and approved. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

7. On October 27, 2022, the company held the fourth meeting of the second board of directors and the second board of supervisors

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

8. On March 24, 2023, the company held the seventh meeting of the second board of directors and the second board of supervisors

At the sixth meeting, the "Proposal on the Achievement of the Vesting Conditions of the First Vesting Period of the Company's 2022 Restricted Stock Incentive Plan for the First Time" and "Proposal on the Cancellation of Part of the Restricted Shares Granted but Not Vested under the 2022 Restricted Stock Incentive Plan" and other related proposals were deliberated and approved. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

9. On October 27, 2023, the company held the 10th meeting of the second board of directors and the second board of supervisors

At the ninth meeting, the "Proposal on the Achievement of the Vesting Conditions of the First Vesting Period of the Reserved Grant Part of the Company's 2022 Restricted Stock Incentive Plan" and "Proposal on the Cancellation of Part of the Restricted Shares Granted but Not Vested under the 2022 Restricted Stock Incentive Plan" and other related proposals were deliberated and approved. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

10. On August 8, 2024, the company held the 16th meeting of the second board of directors and the second session of supervisors

At the 14th meeting, the "2020 Restricted Stock Incentive Plan for Invalidation" was reviewed and approved

Proposal on some restricted shares that have been granted but not yet vested under the restricted stock incentive plan" and other related proposals. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

11. On January 20, 2025, the company held the 20th meeting of the second board of directors and the second session of supervisors

At the 18th meeting of the meeting, the "Proposal on the Cancellation of the Disposal of Some Restricted Shares Granted but Not Vested under the 2020 Restricted Stock Incentive Plan and the 2022 Restricted Stock Incentive Plan" was deliberated and approved, "The Proposal on the Achievement of the Vesting Conditions of the Third Vesting Period of the First Grant of the Company's 2020 Restricted Stock Incentive Plan", "The Proposal on the Achievement of the Vesting Conditions of the Second Batch of the Second Vesting Period Reserved for the Grant of the Company's 2020 Restricted Stock Incentive Plan" and other related proposals. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.

3. The reasons and quantity of the restricted shares that were cancelled this time

According to the Company's "2020 Restricted Stock Incentive Plan (Draft)" and "2020 Restricted Stock Incentive Plan Implementation Assessment and Management Measures":

1. Due to the resignation of some of the incentive recipients of the 2020 restricted stock incentive plan due to personal reasons, the above-mentioned incentive recipients are no longer eligible for incentive objects, and 39,500 restricted shares that have been granted but not yet vested will be invalidated;

2. Since some of the restricted shares in the 2020 restricted stock incentive plan failed to complete the vesting within the 12-month vesting validity period after meeting the vesting conditions, the 305,150 restricted shares that were not vested in the corresponding batch were automatically invalidated.

The total number of restricted shares under the 2020 restricted stock incentive plan that have been invalidated this time is 344,650 shares.

According to the Company's "2022 Restricted Stock Incentive Plan (Draft)" and "2022 Restricted Stock Incentive Plan Implementation Assessment and Management Measures":

1. Due to the resignation of some of the incentive recipients of the 2022 restricted stock incentive plan due to personal reasons, the above-mentioned incentive recipients are no longer eligible for incentives, and 48,400 restricted shares that have been granted but not yet vested will be invalidated;

2. Due to the 2022 restricted stock incentive plan, some restricted shares failed to be vested after meeting the vesting conditions

The vesting was completed within the 12-month vesting period, so the 7.8000 restricted shares that were not vested in the corresponding batch were automatically invalidated.

The total number of restricted shares under the 2022 restricted stock incentive plan that have been invalidated this time is 126,400 shares.

To sum up, the company intends to implement the 2020 restricted stock incentive plan and the 2022 restricted stock incentive plan

A total of 471,050 restricted shares under the plan that have been granted but have not yet vested will be forfeited.

Fourth, the impact of the cancellation of some restricted shares on the company

The company's discarding of some restricted shares will not have a substantial impact on the company's financial condition and operating results, will not affect the stability of the company's core team, and will not affect the continued implementation of the company's equity incentive plan.

5. Opinions of the Board of Supervisors

The company's cancellation of some restricted shares complies with relevant laws, regulations and the relevant provisions of the company's 2020 restricted stock incentive plan and 2022 restricted stock incentive plan, and there is no harm to the interests of shareholders.

6. Concluding observations of the legal opinion

The firm believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approvals and authorizations for this vesting and invalidation, which is in accordance with the relevant provisions of the Administrative Measures, the Listing Rules, the Disclosure Guide, the 2020 Incentive Plan and the 2022 Incentive Plan. The restricted shares granted for the first time under the 2020 incentive plan have entered the third vesting period, and the relevant vesting conditions for the 510,500 restricted shares held by the 325 incentive recipients involved in the relevant vesting have been fulfilled, and the relevant vesting arrangements comply with the relevant provisions of the Administrative Measures, the 2020 Incentive Plan and the 2020 Assessment Measures. The second batch of restricted shares reserved for grant under the 2020 incentive plan has entered the second vesting period, and the vesting conditions for the 59,000 restricted shares held by the 19 incentive recipients involved in the relevant vesting have been fulfilled, and the relevant vesting arrangements comply with the relevant provisions of the Administrative Measures, the 2020 Incentive Plan and the 2020 Assessment Measures; This invalidation is in line with the relevant provisions of the "Management Measures", "2020 Incentive Plan" and "2022 Incentive Plan".

The announcement is hereby made.

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

January 21, 2025