证券简称：佰维存储 证券代码：688525 深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划（草案） 深圳佰维存储科技股份有限公司 （草案） 深圳佰维存储科技股份有限公司 二〇二五年七月 深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划（草案） 声明 本公司及全体董事保证本激励计划及其摘要不存在虚假记载、误导性陈述 或重大遗漏，并对其真实性、准确性、完整性承担个别和连带的法律责任。 特别提示 一、《深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划（草 案）》（以下简称"本激励计划"）由深圳佰维存储科技股份有限公司（以下 简称"佰维存储"、"公司"或"本公司"）依据《中华人民共和国公司法》 《中华人民共和国证券法》《上海证券交易所科创板股票上市规则》《上市公 司股权激励管理办法》《科创板上市公司自律监管指南第 4 号——股权激励信 息披露》等其他有关法律、行政法规、规范性文件以及《深圳佰维存储科技股 份有限公司章程》等有关规定制订。 二、本次股权激励对象不包含公司董事和高级管理人员，主要聚焦于推动 公司创新与发展的中坚力量—中基层技术及业务骨干，旨在巩固公司在存储解 决方案、 ...

（草案） 深圳佰维存储科技股份有限公司 二〇二五年七月 深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划（草案） 证券简称：佰维存储 证券代码：688525 深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划 深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划（草案） 声明 本公司及全体董事保证本激励计划及其摘要不存在虚假记载、误导性陈述 或重大遗漏，并对其真实性、准确性、完整性承担个别和连带的法律责任。 特别提示 一、《深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划（草 案）》（以下简称"本激励计划"）由深圳佰维存储科技股份有限公司（以下 简称"佰维存储"、"公司"或"本公司"）依据《中华人民共和国公司法》 《中华人民共和国证券法》《上海证券交易所科创板股票上市规则》《上市公 司股权激励管理办法》《科创板上市公司自律监管指南第 4 号——股权激励信 息披露》等其他有关法律、行政法规、规范性文件以及《深圳佰维存储科技股 份有限公司章程》等有关规定制订。 二、本次股权激励对象不包含公司董事和高级管理人员，主要聚焦于推动 公司创新与发展的中坚力量—中基层技术及业务骨干 ...

Core Viewpoint - The company has proposed a draft for the 2025 Restricted Stock Incentive Plan, which has been reviewed and approved by the Board's Compensation and Assessment Committee, confirming the eligibility and compliance with relevant laws and regulations [1][2][4]. Group 1: Eligibility and Compliance - The company meets the criteria for implementing the stock incentive plan, as there have been no negative audit opinions on financial reports or internal controls in the last accounting year [2][3]. - The incentive plan excludes directors, senior management, independent directors, and shareholders holding more than 5% of the company's shares, ensuring compliance with the management regulations [3][4]. - The plan's formulation and review process adhere to the Company Law, Securities Law, and other relevant regulations, ensuring that the interests of the company and all shareholders are protected [4]. Group 2: Plan Details - The plan includes specific arrangements for the grant of restricted stocks, including the number of shares, grant date, grant price, tenure requirements, and vesting conditions, all of which comply with legal regulations [3][4]. - The company will publicly disclose the names and positions of the incentive recipients at least 10 days prior to the shareholders' meeting, ensuring transparency in the process [3]. - The Compensation and Assessment Committee will provide a review opinion on the list of incentive recipients five days before the shareholders' meeting [3].

Group 1 - The board of directors of Shenzhen Baiwei Storage Technology Co., Ltd. held its second meeting of the fourth session on July 11, 2025, with all nine directors present, complying with legal and regulatory requirements [1] - The board approved a proposal to provide financial assistance to its controlling subsidiary to support its business expansion and daily operations, which is deemed beneficial for the overall interests of the company [1][2] - The board also approved the formulation and revision of certain corporate governance systems in accordance with relevant regulations, including the information disclosure management system and the external financial assistance management system [2][3] Group 2 - The board reviewed and approved the draft of the 2025 Restricted Stock Incentive Plan, aimed at enhancing the competitiveness and talent advantage in core technology areas, focusing on middle and grassroots technical and business personnel [3][5] - The board agreed on the implementation assessment management measures for the 2025 Restricted Stock Incentive Plan to ensure its smooth execution and alignment with the company's strategic goals [5][6] - The board proposed to authorize the board to handle matters related to the 2025 Restricted Stock Incentive Plan, including adjustments to stock grants and management of the plan [6][7] Group 3 - The board unanimously agreed to convene the first extraordinary general meeting of 2025 to review the proposals requiring shareholder approval [7]

Meeting Information - The shareholder meeting is scheduled for July 28, 2025, at 14:00 [1] - The meeting will be held at Nanshan Zhiyuan Chongwen Park, Building 2, 3370 Liuxian Avenue, Nanshan District, Shenzhen, Guangdong Province [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1] Voting Procedures - The online voting period is from July 28, 2025, during trading hours: 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders can vote via the trading system or the internet voting platform [4] - Duplicate votes will be counted based on the first submission [4] Agenda Items - The meeting will review several proposals, including the 2025 Restricted Stock Incentive Plan and its management measures [3][8] - The proposals have been approved by the company's board during its second meeting [3] - Related shareholders must abstain from voting on matters concerning the incentive plan [3] Attendance Requirements - Shareholders registered by the close of trading on July 21, 2025, are eligible to attend [4] - Registration for the meeting is required on July 22, 2025, with specific documentation needed [5] - Attendees must arrive at least 30 minutes early for check-in [6] Additional Information - Transportation costs for attendees will be borne by the shareholders [6] - The company will provide contact information for any inquiries related to the meeting [6]

Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Shenzhen Baiwei Storage Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2]. Chapter Summaries Chapter 1: General Provisions - The system is established to regulate the resignation of directors and senior management, applicable to all such personnel [1]. Chapter 2: Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term ends by submitting a written resignation report, effective upon receipt by the company [2]. - If a director's term ends without re-election, they automatically resign from the date the new board is approved by the shareholders [2]. - The company must complete the re-election of directors within 60 days if the board's composition falls below legal requirements due to resignations [2]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning personnel must hand over all relevant documents and assets within five working days after their resignation becomes effective [4]. - If there are unresolved commitments, the company can require a written plan for fulfillment from the resigning personnel [4]. Chapter 4: Obligations of Resigning Directors and Senior Management - The obligations of loyalty and confidentiality continue after resignation, and any shareholding changes must comply with specific regulations [5]. - Resigning personnel must complete pending matters and fulfill non-competition obligations [5]. Chapter 5: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning personnel and may pursue compensation for losses incurred [7]. Chapter 6: Supplementary Provisions - The system will be interpreted by the board and will take effect upon approval [9].

Core Viewpoint - The company plans to provide financial assistance to its subsidiaries, Hangzhou Xinshi Semiconductor Co., Ltd. and Chengdu Taitan Testing Technology Co., Ltd., through loans totaling up to 2 billion RMB and 1 billion RMB respectively, to support their business expansion and daily operations [1][2][3] Financial Assistance Overview - The financial assistance will be provided in the form of credit loans without collateral, with a maximum loan amount of 20 million RMB to Hangzhou Xinshi and 10 million RMB to Chengdu Taitan [1][2] - The loan term will not exceed three years from the date of the shareholders' meeting resolution, and the loan amounts can be reused within the term based on actual business needs [1][2][3] Loan Terms - The interest rate will be set at the prevailing Loan Prime Rate (LPR) plus 20 basis points, with interest calculated based on the actual number of days the loan is utilized [2][3] Approval Process - The financial assistance has been approved by the company's board of directors and is pending approval from the shareholders' meeting [2][3] Subsidiary Information - Hangzhou Xinshi Semiconductor Co., Ltd. has a registered capital of 40 million RMB, primarily engaged in chip research, design, and sales, with a 60% ownership by the company [4][6] - Chengdu Taitan Testing Technology Co., Ltd. has a registered capital of 20 million RMB, established for equipment research, production, and sales, with a 60% ownership by the company's wholly-owned subsidiary [7][8] Financial Data of Subsidiaries - As of March 31, 2025, Hangzhou Xinshi reported total assets of 1,828.57 million RMB, a revenue of 1.4 million RMB, and a net loss of 12.29 million RMB [4][6] - Chengdu Taitan reported total assets of 75.41 million RMB, a revenue of 637.25 million RMB, and a net loss of 5.76 million RMB as of March 31, 2025 [8] Risk Management - The company maintains effective control over the use of the financial assistance, ensuring that the funds are utilized appropriately and that risks are manageable [6][9] - The total amount of financial assistance provided after this transaction will be 412.94 million RMB, representing 17.12% of the company's latest audited net assets [10]

Core Viewpoint - The document outlines the management system for information disclosure deferral and exemption for Shenzhen Baiwei Storage Technology Co., Ltd, ensuring compliance with relevant laws and regulations while protecting sensitive information [1][2]. Group 1: General Principles - The company establishes this system to regulate the procedures for deferring and exempting information disclosure, ensuring compliance with the Securities Law of the People's Republic of China and other relevant regulations [1]. - The company and other obligated parties must disclose information truthfully, accurately, completely, timely, and fairly, avoiding misuse of deferral or exemption to evade disclosure obligations [1][2]. Group 2: Applicable Situations for Deferral and Exemption - Information can be deferred or exempted if it involves state secrets or other matters that may violate confidentiality regulations, provided there is sufficient evidence [2]. - The company has an obligation to protect state secrets and must not disclose them through any means, including investor interactions or media interviews [2]. - Commercial secrets can be deferred or exempted if their disclosure could lead to unfair competition or harm the interests of the company or others [2][3]. Group 3: Internal Management Process - The board secretary is responsible for organizing and coordinating deferral and exemption matters, reporting to the board of directors [4]. - The Securities and Legal Department handles daily operations related to information disclosure deferral and exemption [4]. - All departments must submit relevant materials regarding deferral or exemption reasons and internal review processes to the Securities and Legal Department [5]. Group 4: Record Keeping and Reporting - The company must maintain records of deferral and exemption matters for at least 10 years, including the type of documents and internal review procedures [5][6]. - After annual, semi-annual, or quarterly reports, the company must submit related materials regarding deferral or exemption to the local securities regulatory authority within 10 days [6]. Group 5: Accountability and Penalties - The company has established a responsibility accountability mechanism for deferral and exemption matters, with potential penalties for those who fail to comply with the regulations [7][8].

Core Viewpoint - The company, Shenzhen Baiwei Storage Technology Co., Ltd., is providing financial assistance to its controlling subsidiaries, aiming to support their business expansion and daily operational funding needs while ensuring that the company's normal operations are not affected [2][3][6]. Financial Assistance Overview - The company plans to lend up to 200 million RMB to its subsidiary Hangzhou Xinshi Semiconductor Co., Ltd. and up to 100 million RMB to Chengdu Taitan Testing Technology Co., Ltd. The loans will be for a maximum period of three years and will be based on actual business needs [2][3]. - The loans are unsecured and will be used for business expansion and daily operational funding [2][5]. Approval Process - The financial assistance has been approved by the company's board of directors and is pending approval from the shareholders' meeting [3][7]. - The financial assistance does not violate any regulations regarding the provision of financial support [3][7]. Subsidiary Information - Hangzhou Xinshi Semiconductor Co., Ltd. has a registered capital of 40 million RMB and is primarily engaged in chip research, design, and sales. The company holds a 60% stake in it [3][4]. - Chengdu Taitan Testing Technology Co., Ltd. has a registered capital of 20 million RMB and focuses on equipment research, production, and sales. The company also holds a 60% stake in this subsidiary [4][5]. Financial Data of Subsidiaries - Hangzhou Xinshi reported total assets of 13.52 million RMB and a net loss of 1.23 million RMB as of March 31, 2025 [4]. - Chengdu Taitan reported total assets of 75.41 million RMB and a net asset of 15.19 million RMB as of March 31, 2025 [4]. Risk Management - The company maintains effective control over its subsidiaries, ensuring that the financial assistance does not pose risks to the company's overall financial health [6][7]. - The total financial assistance provided by the company, including this round, will amount to 412.94 million RMB, which is 17.12% of the company's latest audited net assets [6][7]. Board Opinion - The board believes that providing financial assistance to the subsidiaries aligns with the company's overall interests and will enhance the efficiency of fund utilization while minimizing financing costs [6][7].

深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划激励对象名单 二、相关说明 1、截至本激励计划草案公告之日，公司全部在有效期内的限制性股票与激 励计划涉及的公司股票累计不超过公司股本总额的 20%。上述任何一名激励对 象通过全部在有效期内的股权激励计划获授的本公司股票均未超过公司总股本 的 1%。 2、上述激励对象不包括董事、高级管理人员，也不包括独立董事，包括 11 名中国台湾籍和其他外籍人员。 4、上表中数值若出现总数与各分项数值之和尾数不符，均为四舍五入原因 所致。 深圳佰维存储科技股份有限公司董事会 2025 年 7 月 12 日 序号 姓名 国籍 职务 获授的第二 类限制性股 票数量 (万股) 占本激励 计划授予 权益总数 的比例 占本激励 计划公告 日股本总 额的比例 中国台湾籍和其他外籍人员（11 人） 37.38 10.94% 0.08% 其他中基层技术及业务骨干合计（402 人） 304.21 89.06% 0.66% 合计 341.59 100.00% 0.74% 一、 本次限制性股票激励计划的分配情况 3、本激励计划的激励对象不包括单独或合计持有上市公司 5%以上股份的 股东 ...