华泰联合证券有限责任公司 关于 思瑞浦微电子科技（苏州）股份有限公司 向特定对象发行可转换公司债券受托管理事 务报告 重要声明 本报告依据《思瑞浦微电子科技（苏州）股份有限公司与华泰联合证券 有限责任公司关于思瑞浦微电子科技（苏州）股份有限公司发行可转换公司 债券之债券受托管理协议》（以下简称"《受托管理协议》"）《思瑞浦微电子 科技（苏州）股份有限公司发行可转换公司债券及支付现金购买资产并募集配套 资金报告书》（以下简称"《重组报告书》"）《思瑞浦微电子科技（苏州）股份有 限公司 2024 年年度报告》等相关规则、公开信息披露文件、第三方中介机构出具 的专业意见等，由本期债券受托管理人华泰联合证券有限责任公司（以下简 称"华泰联合证券"）编制。华泰联合证券编制本报告的内容及信息均来源于思 瑞浦微电子科技（苏州）股份有限公司提供的资料或说明。 本报告不构成对投资者进行或不进行某项行为的推荐意见，投资者应对相关 事宜做出独立判断，而不应将本报告中的任何内容据以作为华泰联合证券所作的 承诺或声明。在任何情况下，投资者依据本报告所进行的任何作为或不作为，华 泰联合证券不承担任何责任。 1 | | | --- | | ...

Group 1 - The company held its fourth board meeting on June 20, 2025, with all nine directors present, and the meeting was conducted in accordance with relevant laws and regulations [2][3]. - The board approved the grant of restricted stock to 72 eligible participants at a price of 72.81 yuan per share, totaling 1,186,440 shares [3][45]. - The board also approved the use of idle raised funds for cash management, with a maximum amount of 25 million yuan from the initial public offering and 85 million yuan from the 2022 private placement [4][11]. Group 2 - The company plans to conduct foreign exchange hedging activities, which were also approved by the board [5][74]. - A special account will be established for the funds raised from the issuance of A-shares to specific investors, ensuring proper management and storage of the funds [6][7]. - The board authorized the chairman to adjust the issuance price if the number of shares issued does not meet 70% of the planned amount [7][8]. Group 3 - The company aims to improve the efficiency of fund utilization and maximize shareholder returns by managing idle funds through low-risk financial products [15][18]. - The cash management will be conducted under strict regulations, ensuring that the funds are not used for high-risk investments [18][21]. - The company will disclose information regarding the cash management activities in accordance with regulatory requirements [21][22].

Summary of Key Points Core Viewpoint - The company has implemented a restricted stock incentive plan, distributing a total of 1,186,440 shares to 72 individuals, which represents 0.8947% of the company's total share capital as of the grant date [1]. Group 1: Incentive Plan Distribution - The total number of restricted shares granted to directors, senior management, and core technical personnel is 381,000, accounting for 32.1129% of the total shares granted [1]. - The company has allocated 605,440 shares (51.0300%) to 64 domestic personnel deemed necessary for incentives, while 200,000 shares (16.8572%) are allocated to 2 foreign personnel [1]. - The total number of shares granted under the incentive plan does not exceed 1% of the company's total share capital for any individual recipient and is capped at 20% of the total share capital at the time of the plan's submission for shareholder approval [1]. Group 2: Breakdown of Recipients - Among the directors and senior management, the largest allocation is to Wu Jiangang, who received 200,000 shares, representing 16.8572% of the total shares granted [1]. - The technical backbone received 490,000 shares (41.3000%), while the business backbone received 315,440 shares (26.5871%) [1]. - The total allocation to the technical and business backbones combined is 805,440 shares, which constitutes 67.8871% of the total shares granted [1].

Core Viewpoint - The company conducted a self-examination regarding insider trading related to its 2025 restricted stock incentive plan, confirming no insider trading occurred during the review period [1][2][3]. Group 1: Insider Trading Examination - The company verified the trading activities of insider information recipients during the six months prior to the public disclosure of the incentive plan, specifically from November 30, 2024, to May 30, 2025 [1][2]. - Two individuals, the Chairman ZHIXU ZHOU and Vice President FENG YING, sold shares during the review period due to personal financial needs, with ZHOU selling 530,000 shares and FENG selling 198,902 shares [2]. - The transactions were conducted according to disclosed reduction plans and did not involve insider information, thus not constituting insider trading [2][3]. Group 2: Compliance and Confidentiality Measures - The company adhered to relevant regulations and internal confidentiality protocols while planning the incentive program, limiting access to insider information to a designated group of personnel [2][3]. - No instances of insider information leakage were identified prior to the public announcement of the incentive plan, and all examined activities complied with the regulations governing stock incentive plans [3].

Core Points - The company has conducted a review of the list of incentive recipients for the 2025 restricted stock incentive plan, confirming compliance with relevant laws and regulations [1][2][3] - The incentive plan will grant 1,186,440 shares of restricted stock at a price of 72.81 yuan per share to 72 eligible recipients [3] Summary by Sections - **Eligibility Criteria**: The company outlined conditions under which individuals cannot be included as incentive recipients, including being deemed inappropriate by the stock exchange or regulatory bodies within the last 12 months, and other legal disqualifications [2] - **Approval of Incentive Plan**: The board's compensation and assessment committee has approved the list of recipients and set the grant date for June 20, 2025 [3]

Core Viewpoint - The legal opinion letter confirms that the second extraordinary general meeting of shareholders for SIRUI Technology (Suzhou) Co., Ltd. was convened and conducted in compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and its outcomes [1][4]. Group 1: Meeting Procedures - The meeting was convened by the company's board of directors, with a notice published on May 31, 2025, detailing the time, location, and agenda of the meeting [2]. - The meeting took place on June 20, 2025, in Shanghai, and included provisions for online voting through the Shanghai Stock Exchange's network voting system [3][4]. Group 2: Attendance and Voting - A total of 9 shareholders and their proxies attended the meeting, representing 21,910,432 shares, which is 16.6727% of the total voting shares [3][4]. - Online voting was also conducted, with 51,253,250 shares represented, accounting for 39.0011% of the total voting shares [4]. Group 3: Resolutions and Results - The meeting reviewed several resolutions, including three special resolutions that required separate voting for minority investors and involved related shareholders abstaining from voting [4][5]. - All resolutions presented at the meeting were approved, and the voting procedures were confirmed to be in accordance with legal and regulatory requirements [5].

Core Viewpoint - The company has approved the use of temporarily idle raised funds for cash management, aiming to enhance the efficiency of fund utilization while ensuring the normal operation of investment projects [1][6]. Summary by Sections 1. Basic Situation of Raised Funds - The company was approved to issue 20,000,000 shares, raising a total of RMB 2,314,200,000, with a net amount of RMB 2,145,746,574.65 after deducting issuance costs [2][3]. 2. Cash Management of Idle Raised Funds - The company plans to use up to RMB 25,000 million of idle raised funds for cash management, with a usage period from August 4, 2025, to August 3, 2026, not exceeding 12 months [4][5]. - Additionally, the company may use up to RMB 85,000 million of temporarily idle funds for the same purpose, under the same time frame and conditions [4][5]. 3. Investment Products and Safety - The company will invest in high-safety, liquid, principal-protected financial products, avoiding investments in stocks, derivatives, or unsecured bonds [5][6]. 4. Implementation and Disclosure - The company’s general manager or authorized agents are responsible for managing the investment of idle funds, with the finance department organizing the implementation [2][5]. - The company will comply with relevant regulations for timely information disclosure regarding the cash management activities [5][6]. 5. Monitoring and Opinions - The supervisory board supports the cash management plan, stating it will not affect the normal use of raised funds and will enhance fund efficiency [6][7]. - The sponsor, Guotai Junan Securities, has confirmed that the plan adheres to necessary approval procedures and regulations, ensuring it does not alter the intended use of raised funds [7][8].

Overview - The company aims to mitigate foreign exchange risks due to the complex international macroeconomic environment and the uncertainty in global financial markets and exchange rates [1][2] Transaction Details - The company and its subsidiaries plan to use derivatives such as forwards, swaps, options, and combinations thereof to hedge against foreign exchange risks arising from import materials and overseas payments [2][3] - The total amount for the foreign exchange hedging activities is capped at 36 million USD or equivalent foreign currency for the year 2025, with a rolling usage within a 12-month period from August 4, 2025, to August 3, 2026 [2][3][4] - The funding for these hedging activities will come from the company's own funds, without utilizing raised funds [2] Risk Management - The company will adhere to strict hedging principles, ensuring that all foreign exchange hedging activities are based on actual business operations and not for speculative purposes [3][5] - The company has established internal control measures to manage risks associated with foreign exchange derivatives, including setting appropriate stop-loss limits and ensuring compliance with internal procedures [5][6] Impact on Financial Stability - The foreign exchange hedging activities are intended to enhance the company's financial stability and protect against adverse effects from exchange rate fluctuations [6][7] - The company will follow relevant accounting standards for the recognition and measurement of financial instruments related to these hedging activities [7][8] Endorsement from Sponsor - The sponsor has confirmed that the foreign exchange hedging activities align with the company's operational needs and will help mitigate risks associated with foreign exchange market fluctuations, thereby protecting shareholder interests [8]

Group 1 - The company held its fourth supervisory board meeting on June 20, 2025, with all three supervisors participating in the vote, confirming the legality and validity of the resolutions passed [1][2] - The supervisory board approved the grant of restricted stock to 72 eligible recipients at a price of 72.81 yuan per share, totaling 1,186,440 shares [1][2] Group 2 - The supervisory board also approved the use of part of the idle raised funds for cash management, which is expected to enhance the efficiency of fund utilization and generate investment returns without harming the interests of the company or minority shareholders [2] - The authorized period for this cash management is from August 4, 2025, to August 3, 2026, with a maximum amount not exceeding 12 months for rolling use [2]

思瑞浦微电子科技（苏州）股份有限公司 2025 年限制性股票激励计划激励对象名单 3、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。 1 二、董事会认为需要激励的人员名单（除董事、高级管理人员和核心技术人员 之外） | 激励对象 | 激励对象人 | 获授限制性股票 | 占授予限制性股票 | 占授予日股本总 | | --- | --- | --- | --- | --- | | | 数 | 数量（股） | 总数比例 | 额的比例 | | 技术骨干 | 32 | 490,000 | 41.3000% | 0.3695% | | 业务骨干 | 34 | 315,440 | 26.5871% | 0.2379% | | 小计 | 66 | 805,440 | 67.8871% | 0.6074% | 思瑞浦微电子科技（苏州）股份有限公司董事会 2025 年 6 月 20 日 （截至授予日） 一、限制性股票激励计划的分配情况 | 姓名 | 国籍 | 职务 | 获授的限制 性股票数量 | 占授予限制性股 | 占授予日股本 | | --- | --- | --- | --- | --- | --- | ...