Core Viewpoint - The company has approved the grant of 300,000 restricted stocks to a qualified incentive object under its 2025 Restricted Stock and Stock Appreciation Rights Incentive Plan, with a grant price of 8.05 yuan per share, effective from October 10, 2025 [1][12][22]. Group 1: Board Meeting and Decision - The second meeting of the board of directors was held on October 10, 2025, with all five directors present, and the meeting was deemed legal and effective [1]. - The board approved the proposal to grant reserved restricted stocks to the incentive object, confirming that the conditions for granting the stocks had been met [1][22]. Group 2: Incentive Plan Details - The incentive plan allows for the grant of 300,000 restricted stocks, which represents 0.1158% of the company's total share capital [23]. - The grant price for the restricted stocks is set at 8.05 yuan per share [12][23]. - The plan's effective period lasts until the stocks are fully vested or become void, with a maximum duration of 36 months [24]. Group 3: Compliance and Verification - The board's remuneration and assessment committee verified that the proposed incentive object meets all legal qualifications and does not fall under any disqualifying conditions [8][11][27]. - The committee confirmed that no objections were raised during the public notice period for the incentive object [19]. Group 4: Accounting and Financial Impact - The company will measure the fair value of the restricted stocks using the Black-Scholes model, with the underlying stock price assumed to be 16.21 yuan per share [28]. - The estimated impact of the stock incentive plan on the company's financial performance will be recognized in the profit and loss statement over the vesting period [29][30].

Group 1 - The company has approved the use of idle raised funds for cash management, with a maximum amount of up to RMB 900 million [4][8][12] - The funds will be invested in low-risk, high-liquidity financial products with a maturity of no more than 12 months [7][8][10] - The decision aims to improve the efficiency of fund utilization and increase returns for the company and its shareholders [7][13] Group 2 - The company has adjusted the grant/exercise price of the 2024 restricted stock and stock appreciation rights incentive plan to RMB 13.72 per share [23][24] - This adjustment is due to a cash dividend distribution of RMB 0.205 per share that was implemented on June 27, 2025 [23][36] - The adjustment process has been reviewed and approved by the board and the supervisory committee, ensuring compliance with relevant regulations [26][28][50] Group 3 - The company plans to grant 325,700 shares of restricted stock to 49 eligible incentive targets at the adjusted price [32][42] - The pre-allocated shares represent approximately 0.14% of the company's total share capital [32][42] - The incentive plan aims to enhance employee motivation and align their interests with those of the shareholders [48]

《公司章程》 指 《泰凌微电子（上海）股份有限公司章程》 中国证监会 指 中国证券监督管理委员会 | 证券代码：688591 | 证券简称：泰凌微 | | --- | --- | | 上海荣正企业咨询服务（集团）股份有限公司 | | | 关于 | | | 泰凌微电子（上海）股份有限公司 | | | 预留授予相关事项 | | | 之 | | | 独立财务顾问报告 | | | 目 | 录 | | 一、释义 | | | 以下词语如无特殊说明，在本文中具有如下含义： | | | 泰凌微、本公司、公司、上市公 | | | 指 | 泰凌微电子（上海）股份有限公司 | | 司 | | | 泰凌微电子（上海）股份有限公司 | 2024 年限制性股 | | 本激励计划、本计划 指 | | | 票与股票增值权激励计划 | | | 符合本激励计划授予条件的激励对象，在满足相应获 | | | 限制性股票、第二类限制性股票 指 | | | 益条件后分次获得并登记的本公司股票 | | | 公司授予激励对象在一定条件下通过模拟股票市场价 | | | 股票增值权 | 格变化的方式，获得由公司支付的兑付价格与行权价 | | 格之间差额的权利 ...

Group 1 - The board of directors of Tai Ling Microelectronics (Shanghai) Co., Ltd. held its 13th meeting of the second session on August 8, 2025, with all 9 directors present, ensuring compliance with relevant laws and regulations [1] - The board approved the 2025 semi-annual report and its summary, with a unanimous vote of 9 in favor [1] - The board also approved the special report on the use and storage of raised funds for the first half of 2025, with a unanimous vote of 9 in favor [2] Group 2 - The board agreed to use up to RMB 900 million of idle raised funds for cash management, ensuring it does not affect the investment projects and normal business operations, with a unanimous vote of 9 in favor [2] - The board approved adjustments to the grant/exercise price of the 2024 restricted stock and stock appreciation rights incentive plan, following a cash dividend distribution of RMB 0.205 per share, with 6 votes in favor [3][4] - The board approved the granting of reserved restricted stocks to 49 eligible incentive objects at a price of RMB 13.72 per share, with 6 votes in favor [5] Group 3 - The board reviewed and approved the semi-annual evaluation report of the 2025 quality improvement and efficiency enhancement action plan, with a unanimous vote of 9 in favor [6] - The board also approved the 2024 annual Environmental, Social, and Governance (ESG) report, with a unanimous vote of 9 in favor [6]

Core Viewpoint - The supervisory board of Tai Ling Microelectronics (Shanghai) Co., Ltd. has approved the 2025 semi-annual report and various related proposals, ensuring compliance with legal and regulatory requirements, and confirming the accuracy and completeness of the disclosed information [1][2]. Meeting Details - The second supervisory board's tenth meeting was held on August 18, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1]. Resolutions Passed - The supervisory board approved the 2025 semi-annual report and its summary, affirming that the report reflects the company's financial status and operational results accurately [1][2]. - The board also approved a special report on the storage and use of raised funds for the first half of 2025, with unanimous support from all supervisors [2]. - A proposal to use up to 950 million yuan of idle raised funds for cash management was approved, ensuring that this action would not affect the company's normal operations or investment plans [2][3]. - The board approved adjustments to the grant/exercise price of the 2024 restricted stock and stock appreciation rights incentive plan, confirming that the adjustments do not harm shareholder interests [3][4]. - The board agreed to grant reserved restricted stocks to 49 eligible incentive objects at a price of 13.72 yuan per share, with the reserved grant date set for August 18, 2025 [4][5].