Shanghai Fudan Microelectronics Group Co., Ltd. Announces the 2025 Annual Performance and Cash Dividend Explanation Meeting

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A-share Stock Code: 688385 Stock Abbreviation: Fudan Micro Announcement No.: 2026-019

HK Stock Code: 01385 Stock Abbreviation: Shanghai Fudan

Shanghai Fudan Microelectronics Group Co., Ltd.

Announcement on convening the 2025 annual results and cash dividend briefing

The board of directors of the Company and all directors hereby warrant that this announcement contains no false statements, misleading representations, or material omissions, and assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.

Key Matters to Note:

Meeting date and time: 16:00-17:00 on April 10, 2026 (Friday)

Meeting location: Shanghai Stock Exchange SSE Roadshow Center

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Meeting method: SSE Roadshow Center online interaction

Investors may log in to the homepage of the SSE Roadshow Center website and click the “Question Pre-collection” column before 16:00 on April 09, 2026 (Thursday) or submit questions via the company email IR@fmsh.com.cn from April 02, 2026 (Thursday) to April 09, 2026 (Thursday) at 16:00. The company will answer questions that investors generally关注 at the briefing.

Shanghai Fudan Microelectronics Group Co., Ltd. (hereinafter referred to as the “Company”) has released its 2025 annual report on March 28, 2026. To help the broad investing public gain a more comprehensive and in-depth understanding of the Company’s 2025 annual operating results and financial position, the Company plans to hold the 2025 annual results and cash dividend briefing at 16:00-17:00 on April 10, 2026 (Friday), to exchange views with investors on the issues of concern to them.

I. Type of the briefing

This investors’ briefing will be held in the form of online interaction. The Company will interact and communicate with investors regarding the specific circumstances of its 2025 annual operating results and financial indicators, and within the scope permitted by information disclosure requirements, will answer the issues that investors generally关注.

II. Time and location of the briefing

(I) Meeting date and time: 16:00-17:00 on April 10, 2026 (Friday)

(II) Meeting location: SSE Roadshow Center

(III) Meeting method: Online interaction at the SSE Roadshow Center

III. Participants

Chairman and General Manager: Zhang Wei

Independent directors: Wang Meijuan, Hu Xue

Deputy General Manager: Xu Liewei

Chief Financial Officer: Jin Jianwei

Secretary to the Board of Directors: Zheng Kezhen

(If there are special circumstances, participants may be adjusted as needed.)

IV. Ways for investors to participate

(I) Investors may, from 16:00-17:00 on April 10, 2026 (Friday), log in to the SSE Roadshow Center via the Internet (and participate online in this performance briefing; the Company will promptly answer investors’ questions.

(II) Investors may log in to the homepage of the SSE Roadshow Center website before 16:00 on April 09, 2026 (Thursday), and click the “Question Pre-collection” column (

V. Contact person and consultation methods

Contact department: Fudan Micro Securities Department

Phone: 021-65659109

Email: IR@fmsh.com.cn

VI. Other matters

After the holding of this investors’ briefing, investors may view the status of the briefing and the main contents via the SSE Roadshow Center (.

Announcement is hereby given.

Shanghai Fudan Microelectronics Group Co., Ltd.

March 31, 2026

A-share Stock Code: 688385 Stock Abbreviation: Fudan Micro Announcement No.: 2026-018

HK Stock Code: 01385 Stock Abbreviation: Shanghai Fudan

Shanghai Fudan Microelectronics Group Co., Ltd.

Announcement on granting restricted shares to the incentive recipients for the first time

The board of directors of the Company and all directors hereby warrant that this announcement contains no false statements, misleading representations, or material omissions, and assume legal responsibility for the truthfulness, accuracy, and completeness of the contents in accordance with the law.

Key Matters to Note:

● Restricted share grant date: March 30, 2026

● Number of restricted shares granted: 11.16 million shares, representing approximately 1.35% of the Company’s total share capital of 823.71325 million shares currently

● Equity incentive method: Category II restricted shares

Shanghai Fudan Microelectronics Group Co., Ltd. (hereinafter referred to as the “Company” or “Fudan Micro”) the restricted share incentive plan for 2026 (the “Incentive Plan” or “this Incentive Plan”) has granted the conditions for restricted share grants prescribed therein have been met. Based on the authorization from the Company’s first extraordinary general meeting of 2026, the first A-share class meeting of 2026, and the first H-share class meeting of 2026, on March 30, 2026, the Company convened the 11th meeting of the 10th session of the board of directors, which considered and approved the resolution on “Granting restricted shares for the first time to incentive recipients,” thereby determining March 30, 2026 as the first grant date and granting 11.16 million shares of Category II restricted shares for the first time to 308 incentive recipients at a grant price of RMB 41.59 per share. The relevant matters are hereby explained as follows:

I. Details of the equity grant

(I) Decision-making procedures completed and information disclosure status for this equity grant

1. On February 11, 2026, the Company held the 8th meeting of the 10th session of the board of directors, at which the resolutions including “Resolution on the Company’s <2026 Restricted Stock Incentive Plan (Draft)> and its Summary,” “Resolution on the Company’s <2026 Restricted Stock Incentive Plan Implementation and Administration Measures>,” and “Resolution on requesting the general meeting to authorize the board of directors to handle matters related to the Company’s 2026 Restricted Stock Incentive Plan,” among others, were approved. Before the above resolutions were submitted to the board of directors for consideration, they had already been reviewed and approved by the board’s remuneration and assessment committee. The remuneration and assessment committee also issued due diligence opinions on the relevant matters of this Incentive Plan.

2. From February 13, 2026 to March 2, 2026, the Company publicized the names and positions of the incentive recipients for the first grant under this Incentive Plan. During the publicity period, the board’s remuneration and assessment committee received no objections from any employees regarding the incentive recipients. On March 5, 2026, the Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) the “Remuneration and Assessment Committee’s Review Opinions and Explanation on the Publicity Regarding the List of Incentive Recipients for the First Grant of the Company’s 2026 Restricted Stock Incentive Plan” (Announcement No.: 2026-007).

3. On March 16, 2026, the Company convened the first extraordinary general meeting of 2026, the first A-share class meeting of 2026, and the first H-share class meeting of 2026, at which the resolutions including “Resolution on the Company’s <2026 Restricted Stock Incentive Plan (Draft)> and its Summary,” “Resolution on the Company’s <2026 Restricted Stock Incentive Plan Implementation and Administration Measures>,” and “Resolution on requesting the general meeting to authorize the board of directors to handle matters related to the Company’s 2026 Restricted Stock Incentive Plan,” among others, were considered and approved. The Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) the “Announcement on Resolutions of the First Extraordinary General Meeting of 2026, the First A-share Class Meeting of 2026, and the First H-share Class Meeting of 2026” (Announcement No.: 2026-008).

4. On March 30, 2026, the Company convened the 11th meeting of the 10th session of the board of directors and considered and approved the resolution on “Granting restricted shares for the first time to incentive recipients.” Before the above resolution was submitted to the board of directors for consideration, it had already been reviewed and approved by the remuneration and assessment committee; the remuneration and assessment committee verified the list of incentive recipients for the first grant date and issued review opinions.

(II) Differences between the incentive plan implemented this time and the incentive plan approved by the general meeting

The contents of the restricted stock incentive plan to be implemented this time are consistent with the corresponding contents of the restricted stock incentive plan approved by the Company’s first extraordinary general meeting of 2026, the first A-share class meeting of 2026, and the first H-share class meeting of 2026.

(III) Explanations by the board of directors on compliance with grant conditions, and opinions of the remuneration and assessment committee

1. The board of directors’ explanation on whether conditions are met for this grant

According to the provisions on grant conditions in the “2026 Restricted Stock Incentive Plan (Draft)” (hereinafter referred to as the “Incentive Plan (Draft)”), incentive recipients receiving restricted shares must satisfy all the following conditions:

(1) The Company has not occurred any of the following circumstances:

① Audit reports for the most recent accounting year have been issued with a negative opinion or a disclaimer of opinion by certified public accountants;

② Audit reports on internal control for the most recent accounting year have been issued with a negative opinion or a disclaimer of opinion by certified public accountants;

③ After listing, within the most recent 36 months, there has been any circumstance where profits were distributed in violation of laws and regulations, the articles of association, or publicly made undertakings;

④ Circumstances in which equity incentives are prohibited by laws and regulations;

⑤ Other circumstances recognized by the CSRC.

(2) None of the incentive recipients has occurred any of the following circumstances:

① Within the most recent 12 months, they have been identified by a securities exchange as an unsuitable candidate;

② Within the most recent 12 months, they have been identified by the CSRC and its dispatched agencies as an unsuitable candidate;

③ Within the most recent 12 months, due to major violations of laws and regulations, they have been subject to administrative penalties by the CSRC and its dispatched agencies or have been subject to market ban measures;

④ Having circumstances under the Company Law that preclude them from serving as directors or senior management personnel of the Company;

⑤ Circumstances in which they are prohibited by laws and regulations from participating in equity incentives of listed companies;

⑥ Other circumstances recognized by the CSRC.

After diligent review, the board of directors determined that neither the Company nor any incentive recipient has encountered any of the above-mentioned circumstances, nor any other circumstances that would prevent the grant or prevent them from becoming incentive recipients. The grant conditions of this Incentive Plan have been met.

2. Related explanations by the remuneration and assessment committee regarding whether conditions are met for this grant

The remuneration and assessment committee believes that: pursuant to relevant provisions including the Securities Law of the People’s Republic of China, the “Administrative Measures for Equity Incentives of Listed Companies” (hereinafter referred to as the “Administrative Measures”), and the Company’s “Incentive Plan (Draft),” and in accordance with the authorization from the Company’s first extraordinary general meeting of 2026, the first A-share class meeting of 2026, and the first H-share class meeting of 2026, the remuneration and assessment committee considers that the first grant conditions under the Company’s 2026 restricted stock incentive plan have been met. It agrees that the first grant date of this Incentive Plan shall be March 30, 2026, and agrees to grant restricted shares to 308 incentive recipients that meet the grant conditions for the first time at a grant price of RMB 41.59 per share, totaling 11.16 million shares.

(IV) Specific details of the first grant of restricted shares

1. First grant date: March 30, 2026

2. Number of shares granted for the first time: 11.16 million shares, representing approximately 1.35% of the Company’s total share capital of 823.71325 million shares currently

3. Number of recipients granted for the first time: 308 persons

4. Grant price for the first time: RMB 41.59 per share

5. Source of shares: A-share ordinary shares of the Company to be allotted and issued directly by the Company to incentive recipients

6. Validity period of the incentive plan, vesting period, and vesting arrangements

(1) The validity period of this Incentive Plan shall run from the date of the first grant of restricted shares to the date when all restricted shares granted to incentive recipients have been vested or become void and ineffective, and shall not exceed 48 months.

(2) The restricted shares granted under this Incentive Plan will be vested in multiple tranches according to the agreed proportions after the incentive recipients satisfy the respective vesting conditions. The vesting dates must be trading days, but vesting shall not occur during the following periods:

① within 15 days before the announcement of the Company’s annual report and the semi-annual report; if, due to special reasons, the announcement dates for the annual report and the semi-annual report are postponed, the calculation shall start from 15 days prior to the originally scheduled announcement date and end on the 1st day before the announcement;

② within 5 days before the announcement of the Company’s quarterly report, earnings forecast, and earnings quick report;

③ from the date on which a major event occurs that may have a significant impact on the trading price of the Company’s shares and related derivative products, or from the date on which the decision-making procedure begins, until the date on which it is disclosed in accordance with law;

④ other periods as stipulated by the CSRC and the Shanghai Stock Exchange.

The above-mentioned “major events” refer to transactions or other major matters that the Company is required to disclose in accordance with the “Listing Rules.” If relevant laws, administrative regulations, or departmental rules stipulate other prohibited vesting periods, the relevant provisions shall prevail.

(3) The vesting period and vesting arrangements for the restricted shares granted for the first time under this Incentive Plan are set out in the table below:

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Incentive recipients may not transfer, use as collateral, or repay debts with the restricted shares granted to them under this Incentive Plan prior to vesting. If, due to capital reserve capitalization, bonus share issuance, etc., the number of shares corresponding to restricted shares already granted but not yet vested increases, such shares are also subject to vesting conditions, and prior to vesting they may not be transferred, used as collateral, or used to repay debts. If the restricted shares cannot be vested at that time, shares obtained for the foregoing reasons shall also not be vested.

7. List of incentive recipients and details of the first grant

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Note: 1. None of the above incentive recipients has been granted shares of the Company through any equity incentive plan within the entire effective term that exceeds 1.00% of the Company’s total share capital. The total number of underlying shares involved in equity incentive plans during the entire effective term of the Company does not exceed 10.00% of the Company’s total share capital. The proportion of reserved rights does not exceed 20.00% of the number of rights intended to be granted under this Incentive Plan.

2. The incentive recipients for the first grant under this Incentive Plan do not include independent directors, shareholders who individually or collectively hold more than 5% of the shares of the listed company, or actual controllers and their spouses, parents, children, and foreign employees. They also do not include any other persons identified by the Administrative Measures as ineligible to serve as incentive recipients.

3. Incentive recipients for the reserved grant portion shall be determined within 12 months after the reserved grant portion is approved by the general meeting for this Incentive Plan. After the board proposes, the remuneration and assessment committee gives clear opinions, lawyers issue professional opinions and a legal opinion letter, the Company shall disclose the relevant information of the incentive recipients in that grant in a timely and accurate manner on the designated website as required. If the incentive recipients are not determined within 12 months, the reserved rights will become void.

II. Verification by the remuneration and assessment committee of the board of directors of the list of incentive recipients

1. None of the recipients for the first grant portion under this Incentive Plan has any circumstance under Article 8 of the Administrative Measures that would prevent them from being incentive recipients:

(1) within the most recent 12 months, being identified by a securities exchange as an unsuitable candidate;

(2) within the most recent 12 months, being identified by the CSRC and its dispatched agencies as an unsuitable candidate;

(3) within the most recent 12 months, being subject to administrative penalties by the CSRC and its dispatched agencies or being subject to market ban measures due to major violations of laws and regulations;

(4) having circumstances under the Company Law that preclude them from serving as directors or senior management personnel of the Company;

(5) being prohibited by laws and regulations from participating in equity incentives of listed companies;

(6) other circumstances recognized by the CSRC.

This incentive does not include the Company’s independent directors. All incentive recipients meet the conditions for incentive recipients under the Administrative Measures and the Listing Rules. They also fall within the scope of incentive recipients under the Company’s “Incentive Plan (Draft).” Their status as incentive recipients under this Incentive Plan is lawful and effective.

2. The list of incentive recipients for the first grant under this Incentive Plan is consistent with the scope of incentive recipients stipulated in the “2026 Restricted Stock Incentive Plan (Draft)” approved by the Company’s first extraordinary general meeting of 2026, the first A-share class meeting of 2026, and the first H-share class meeting of 2026.

In summary, the remuneration and assessment committee agrees to the list of incentive recipients for the first grant under this Incentive Plan, agrees that the first grant date of this Incentive Plan shall be March 30, 2026, and agrees to grant 11.16 million shares of restricted shares for the first time to 308 incentive recipients that meet the grant conditions at a grant price of RMB 41.59 per share.

III. Explanation for directors and senior management personnel: selling the Company’s shares within the 6 months prior to the grant date

The Company’s directors and senior management personnel among the first grant recipients under this Incentive Plan have not sold the Company’s shares within the 6 months preceding the first grant date.

IV. Accounting treatment methods for restricted shares and estimation of the impact on performance

(I) Fair value of restricted shares and determination method

In reference to Case 1 for the Application of the Share Payment Standards of the Ministry of Finance Accounting Division of the People’s Republic of China—“grant of restricted shares,” the measurement of the share-based payment expense for Category II restricted shares is executed in accordance with stock option practices. According to relevant provisions on fair value determination, such as “Enterprise Accounting Standard No. 22—Recognition and Measurement of Financial Instruments,” an appropriate valuation model needs to be selected to measure the fair value of the share-based payment of Category II restricted shares. On the measurement date of March 30, 2026, the Company selected the Black-Scholes model to calculate the fair value of the share-based payment of Category II restricted shares. The relevant parameters are selected as follows:

1. Underlying share price: RMB 67.67 per share (closing price of the Company’s shares on the first grant date);

2. Vesting term: 12 months, 24 months, and 36 months respectively (the period from the grant date to the first exercise/vesting date of each tranche);

3. Historical volatility: 29.52%, 33.47%, 33.07% (annualized volatility over the most recent 12, 24, and 36 months of the Wind semiconductor industry, respectively);

4. Risk-free interest rate: 1.25%, 1.30%, 1.32% (annual interest rates of China government bonds with maturities of 1 year, 2 years, and 3 years, respectively);

5. Dividend yield: 0.16% (using the average dividend yield of the Shenwan semiconductor industry for fiscal year 2025).

(II) Estimated impact of implementing restricted shares on operating performance for each period

The Company determines the fair value of restricted shares on the grant date in accordance with accounting standards, and ultimately recognizes the share-based payment expense of this Incentive Plan. Such expenses will be amortized in the course of implementing this Incentive Plan according to the proportion under the vesting schedule. The incentive costs arising from this Incentive Plan will be expensed in recurring profit or loss.

According to the requirements of Chinese accounting standards, the impact of the restricted shares granted for the first time under this Incentive Plan on accounting costs for each period is shown in the table below:

Unit: RMB ten thousand

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Note 1: The above calculation results do not represent the final accounting costs. The actual accounting costs are related to the grant date, grant price, and the number of shares to be vested. If, before vesting, the incentive recipients resign, or if company performance appraisal or individual performance appraisal does not meet the corresponding standards, the actual number of shares to be vested will be reduced accordingly, thereby reducing the share-based payment expense. At the same time, the Company reminds shareholders to pay attention to possible dilution effects.

Note 2: The final results of the impact on the Company’s operating performance shall be subject to the annual audit report issued by the accounting firm.

The above estimate does not include the reserved portion of 2.72 million restricted shares. When the reserved portion is granted, additional share-based payment expenses will arise.

Based on the current information, the Company preliminarily estimates that amortization of the restricted share expenses will affect net profit in each year during the effective period. However, at the same time, after implementing this restricted share incentive plan, it will further enhance employees’ cohesion and team stability, and effectively stimulate the management team’s initiative, thereby improving operating efficiency, bringing the Company higher operating performance and intrinsic value.

V. Concluding opinions of the legal opinion letter

Shanghai Lanying Law Firm’s lawyers are of the view that, as of the date of issuance of this legal opinion, the relevant matters for the first grant of restricted shares under this Incentive Plan have obtained the necessary approvals and authorizations. Neither the Company nor the incentive recipients has occurred any situation that would prevent the grant of rights; the grant conditions have been met. The grant date, grant quantity, grant price, determination of incentive recipients, and information disclosure matters of the restricted shares granted for the first time under this Incentive Plan comply with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, Regulatory Guidance No. 4, and the “2026 Restricted Stock Incentive Plan,” and are lawful and effective.

VI. Opinions of the independent financial adviser

CITIC Securities Investment Company Limited (CITIC Jianxing?) considers that, as of the date of this report, the restricted share grant matters to incentive recipients under the Fudan Micro incentive plan have already obtained the necessary approvals and authorizations; the Company has no circumstances that would cause failure to meet the grant conditions prescribed by this Incentive Plan; and the determination of the first grant date, grant price, incentive recipients, grant quantity, and other matters for the restricted shares in this grant complies with the provisions of laws and regulations and normative documents including the Administrative Measures and the Listing Rules.

Announcement is hereby given.

Board of Directors of Shanghai Fudan Microelectronics Group Co., Ltd.

March 31, 2026

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