Meeting Overview - The third meeting of the board of directors of Jinzhou Shenkong Semiconductor Co., Ltd. was held on August 22, 2025, with all 9 directors present, ensuring the legality and validity of the resolutions [1]. Financial Reports - The board approved the 2025 semi-annual report and its summary, which will be published on the Shanghai Stock Exchange website [1]. Governance Changes - The board approved the cancellation of the supervisory board and the revision of the company's articles of association, with the supervisory board's powers being transferred to the audit committee [2]. - The proposal to revise and establish certain management systems was also approved to enhance corporate governance [3]. Fund Management - A special report on the management and actual use of the company's fundraising for the first half of 2025 was approved [4]. Performance Evaluation - The board approved the half-year evaluation report of the "Quality Improvement and Efficiency Enhancement" action plan for 2025 [5]. Financial Operations - The board approved the initiation of forward foreign exchange trading business [6]. - A proposal to apply for a comprehensive credit limit of up to RMB 350 million from financial institutions was approved [7]. Project Adjustments - The board approved the postponement of certain fundraising projects [8]. Stock Incentive Plan - The board approved the adjustment of the grant price for the 2024 restricted stock incentive plan to RMB 13.745 per share [9]. - The board also approved the cancellation of 13,680 shares of unvested restricted stock due to the departure of 23 incentive targets and performance failures of 9 others [10]. Shareholder Meeting - The board agreed to convene the first extraordinary general meeting of shareholders for 2025 on September 9, 2025 [11].

锦州神工半导体股份有限公司 董事会薪酬与考核委员会关于 2024 年限制性股票激励计划 首次授予部分第一个归属期归属名单的核查意见 锦州神工半导体股份有限公司（以下简称"公司"）董事会薪酬与考核委员 会依据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共 和国证券法》（以下简称"《证券法》"）、《上市公司股权激励管理办法》（以 下简称"《管理办法》"）、《上海证券交易所科创板股票上市规则》（以下简 称"《上市规则》"）、《科创板上市公司自律监管指南第 4 号——股权激励信 息披露》等相关法律、法规及规范性文件和《锦州神工半导体股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，对公司 2024 年限制性股票激励计 划（草案）（以下简称"《激励计划》"）首次授予部分第一个归属期归属名单 进行了核查，发表核查意见如下： 除 23 名激励对象因个人原因离职、9 名激励对象 2024 年个人综合考核结果 未达标外，公司本次激励计划首次授予部分第一个归属期拟归属的 263 名激励对 象均符合《公司法》《证券法》等法律、法规和规范性文件规定的激励对象条件， 符合本次激励计划规定的激励对象范围，其作 ...

Core Viewpoint - The legal opinion letter from Beijing Zhonglun Law Firm confirms that the 2024 Restricted Stock Incentive Plan of Jinzhou Shengong Semiconductor Co., Ltd. has obtained the necessary approvals and complies with relevant laws and regulations [1][9][21]. Summary by Sections Approval and Authorization - The company has completed the necessary approval and authorization procedures for the adjustments, reserved grants, cancellations, and vesting of the incentive plan [6][9]. - The board of directors has reviewed and approved the relevant proposals related to the incentive plan [7][9]. Adjustments Related to the Incentive Plan - The adjustment of the grant price for the restricted stock is due to capital reserve transfers, stock dividends, and other corporate actions [9][10]. - The adjusted grant price for the restricted stock is set at 13.745 yuan per share, down from 13.82 yuan per share due to a cash dividend of 0.075 yuan [10]. Reserved Grants - The reserved portion of the incentive plan involves granting 146,616 shares of restricted stock to 54 eligible participants at the adjusted price of 13.745 yuan per share [12][15]. - The granting date for the reserved portion has been authorized by the board of directors [12]. Cancellations - Cancellations of unvested restricted stocks occur when participants leave the company or fail to meet performance criteria [15]. - A total of 13,680 shares of restricted stock will be canceled due to 23 participants leaving and 9 participants not meeting performance standards [15]. Vesting Conditions - The first vesting period for the restricted stock begins 12 months after the grant date and lasts until the last trading day within 24 months [16]. - The vesting conditions have been met, with 263 eligible participants and a total of 315,400 shares available for vesting [21].

Core Viewpoint - The company intends to conduct forward foreign exchange trading to mitigate the risks associated with currency fluctuations that could adversely affect its operating performance [1][2]. Group 1: Overview of Forward Foreign Exchange Trading - The company has overseas procurement and sales, primarily using USD and JPY for settlements, and aims to stabilize foreign earnings and reduce financial costs through forward foreign exchange trading [1]. - The proposed foreign exchange trading will be limited to the currencies used in the company's production and operations [2]. Group 2: Business Scale and Feasibility Analysis - The trading amount will not exceed USD 80 million and will be within 50% of the company's audited net assets from the previous year, with a duration of 12 months from the board's approval [2]. - Engaging in forward foreign exchange trading is deemed feasible as it helps lock in exchange rates, thereby reducing the impact of currency fluctuations on the company's profitability [2]. Group 3: Risk and Control Measures - The company acknowledges the risks associated with forward foreign exchange trading, including potential losses if the exchange rate is unfavorable compared to customer quotes [3]. - A comprehensive internal control system has been established to manage risks effectively, ensuring that the trading activities align with the company's operational needs [3][4]. Group 4: Accounting Policies - The company will adhere to relevant accounting standards for financial instruments and hedge accounting to accurately reflect the impact of forward foreign exchange transactions on its financial statements [5][6]. Group 5: Board and Sponsor Opinions - The board approved the forward foreign exchange trading proposal on August 22, 2025, confirming that the process complied with legal and regulatory requirements [6]. - The sponsor believes that the trading activities will help mitigate foreign exchange market risks and that the company is only engaging in low-risk transactions, ensuring that risks remain manageable [6].

Summary of Key Points Core Viewpoint - The company has announced a delay in certain fundraising projects, which has been approved by its board of directors, ensuring that the investment content, total investment, and implementation methods remain unchanged, and that the delay will not adversely affect the company's normal operations or long-term development plans [6]. Fundraising Overview - The company raised a total of RMB 299,999,974.96 by issuing 10,305,736 shares at a price of RMB 29.11 per share, with a net amount of RMB 296,056,578.74 after deducting issuance costs [1]. - The funds are stored in a dedicated account, and a tripartite supervision agreement has been signed with the sponsor and the bank [2]. Fund Usage Status - As of June 30, 2025, the company has invested RMB 16,460.16 million out of a planned RMB 30,000 million for the integrated circuit etching equipment project, representing an investment ratio of 55.60% [3]. Delay Details - The company has adjusted the timeline for the integrated circuit etching equipment silicon material expansion project to October 2026 due to various uncontrollable factors, including external market conditions and downstream demand [4][5]. - The company plans to gradually invest in the project while ensuring that the investment content and total amount remain unchanged [5]. Measures for Completion - The company will closely monitor industry trends and market changes, optimize resource allocation, and strengthen supervision of fundraising projects to ensure timely completion [5]. Approval Process - The board of directors approved the delay in the fundraising project on August 22, 2025, confirming that the matter does not require shareholder approval and has followed necessary procedures [6].

Group 1 - The company has implemented a restricted stock incentive plan, allocating a total of 146,616 shares to 54 other incentive recipients, which represents 15.42% of the total granted restricted shares [1] - The reserved portion of the incentive plan does not exceed 20% of the total number of rights intended to be granted [1] - The total number of shares involved in the equity incentive plan does not exceed 20% of the company's total share capital [1] Group 2 - The board of directors will adjust the granted quantity if any incentive recipient voluntarily waives their rights, redistributing the waived shares to the reserved portion or among other recipients [1]

锦州神工半导体股份有限公司 董事会薪酬与考核委员会关于 2024 年限制性股票激励计划 （4）具有《公司法》规定的不得担任公司董事、高级管理人员情形的； （5）法律法规规定不得参与上市公司股权激励的； （6）中国证监会认定的其他情形。 认为需要激励的其他人员，不包括公司独立董事、监事及外籍员工。 次临时股东大会批准的本次激励计划中规定的预留授予激励对象范围相符。 《证券法》等法律、法规 和规范性文件以及《公司章程》规定的任职资格，符合《管理办法》 《上市规则》 预留授予激励对象名单的核查意见（预留授予日） 锦州神工半导体股份有限公司（以下简称"公司"）董事会薪酬与考核委员 会依据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共 和国证券法》（以下简称"《证券法》"）、《上市公司股权激励管理办法》（以 下简称"《管理办法》"）、《上海证券交易所科创板股票上市规则》（以下简 称"《上市规则》"）、《科创板上市公司自律监管指南第 4 号——股权激励信 息披露》等相关法律、法规及规范性文件和《锦州神工半导体股份有限公司章程》 （以下简称"《公司章程》"）的有关规定，对公司 2024 年限制性股票激励计 ...

Core Viewpoint - The announcement details the first vesting conditions achievement of the 2024 restricted stock incentive plan for Jinzhou Shenkong Semiconductor Co., Ltd, indicating that 315,400 shares will vest for 263 eligible participants based on performance criteria and tenure [1][10][13]. Group 1: Incentive Plan Overview - The total number of restricted stocks granted is 950,416 shares, accounting for approximately 0.47% of the company's total share capital at the time of the announcement [2]. - The grant price for the restricted stocks is set at 13.745 yuan per share [2][8]. - The incentive plan includes 295 individuals, including directors and senior management, with 263 of them eligible for the first vesting [2][13]. Group 2: Vesting Schedule and Conditions - The vesting schedule is divided into three periods: - 40% after 12 months, - 30% after 24 months, - 30% after 36 months from the grant date [3][12]. - The performance targets for the first vesting period (2024) require a revenue growth rate of at least 30% compared to 2023 [4][12]. - The company must meet specific financial conditions, including no adverse audit opinions and compliance with legal regulations, to ensure the vesting of the stocks [10][11]. Group 3: Performance Assessment - Individual performance assessments will determine the actual number of shares vested, with a threshold score of 60 required for any shares to vest [5][12]. - If the company's performance targets are not met, the shares that could have vested will be rendered void [5][13]. Group 4: Compliance and Legal Review - The company has conducted a self-examination to ensure that no insider trading occurred among the participants in the six months prior to the announcement [14]. - Legal opinions confirm that the incentive plan complies with relevant laws and regulations, and the necessary approvals have been obtained [15].

Core Viewpoint - The announcement details the grant of reserved restricted stocks under the 2024 incentive plan for Jinzhou Shengkong Semiconductor Co., Ltd, with a total of 146,616 shares to be granted on August 22, 2025, representing 0.0861% of the company's total share capital [1][6][10]. Summary by Sections Restricted Stock Grant Details - The reserved stock grant date is set for August 22, 2025, with a total of 146,616 shares to be granted, which accounts for 15.42% of the total reserved stock [1][8]. - The stock grant is categorized as the second type of restricted stock under the 2024 incentive plan [1]. Decision-Making Process - The board of directors and the supervisory board have approved the relevant proposals regarding the incentive plan, ensuring compliance with disclosure requirements [2][3]. - The supervisory board verified the list of incentive recipients and issued relevant opinions [2]. Conditions for Granting - The granting conditions outlined in the incentive plan have been met, with no disqualifying events occurring for the company or the incentive recipients [6][10]. - The grant price for the restricted stock has been adjusted from 13.82 yuan per share to 13.745 yuan per share due to the company's profit distribution plan [4]. Vesting Schedule - The restricted stocks will vest in two phases: 50% after 12 months and the remaining 50% after 24 months from the grant date, contingent on meeting performance criteria [7][8]. - Specific periods are defined during which the stocks cannot vest, including prior to financial report announcements and during significant corporate events [7]. Financial Impact and Accounting Treatment - The estimated total expense for the reserved stock grant will be amortized over the vesting period, impacting the company's net profit in the coming years [11]. - The fair value of the restricted stocks will be calculated using the Black-Scholes model, and the costs will be recognized in the company's financial statements [11]. Legal Compliance - The legal opinion confirms that the reserved stock grant has obtained necessary approvals and complies with relevant regulations and the incentive plan [11][12].

Core Viewpoint - The company has adjusted the grant price of the 2024 restricted stock incentive plan and has invalidated a portion of the granted but unvested restricted stocks due to certain performance and employment conditions [1][5][7]. Group 1: Approval Process and Disclosure - The company held a board meeting on August 22, 2025, to approve the adjustment of the grant price and the invalidation of unvested restricted stocks [1][5]. - The approval process for the 2024 restricted stock incentive plan included multiple meetings of the board and supervisory committee, with necessary disclosures made on the Shanghai Stock Exchange [2][3][4]. Group 2: Adjustment of Grant Price - The grant price for the restricted stocks was adjusted from RMB 13.82 to RMB 13.745 per share, following a cash dividend distribution of RMB 0.075 per share [5][6]. - The adjustment complies with the relevant regulations and does not require further shareholder approval [5][7]. Group 3: Invalidated Restricted Stocks - A total of 13,680 shares of the second category of restricted stocks were invalidated due to 23 individuals leaving the company and 9 individuals not meeting performance criteria [7]. - The invalidation of these stocks was authorized by the board and does not require shareholder approval [7][8]. Group 4: Impact on the Company - The adjustments made to the incentive plan are in accordance with legal regulations and will not materially affect the company's financial status or operational results [7][8]. - The stability of the core team and the continued implementation of the incentive plan are not expected to be impacted by these changes [7][8]. Group 5: Committee Opinions - The board's remuneration and assessment committee has reviewed the adjustments and found them compliant with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [8][9].