Shanghai Fudan Microelectronics Group Company Limited (1385) announced that its board passed resolutions on 11 February 2026 to propose the adoption of the 2026 A Share Restricted Share Incentive Scheme, alongside related assessment management measures. The proposals are subject to special resolutions at the 2026 first extraordinary general meeting (EGM) and class meetings.

According to the announcement, up to 13,880,000 restricted A shares (approximately 1.69% of the total share capital) may be offered to directors (excluding independent directors), senior management, and core technical personnel. Of this total, around 11,160,000 restricted shares are earmarked for the first grant (80.40%), and 2,720,000 shares are reserved for a subsequent grant (19.60%). The scheme’s validity period spans up to 48 months, with vesting divided into multiple stages subject to various performance metrics.

The board detailed performance targets focused on growing revenue from FPGA chips and high reliable memory chips, benchmarked against 2024 results. Different vesting tranches correspond to varied year-on-year or cumulative percentage increases. Individual, departmental, and companywide assessments must be satisfied before any restricted shares can vest.

The proposed grant price for both the first and reserved tranches is RMB41.59 per share. The plan stipulates standard adjustment mechanisms in the event of changes to the share structure during the vesting period, including share splits or consolidations. The board also seeks authorization to finalize grant details, confirm vesting schedules, and handle procedures related to any termination or cancellation of granted but unvested shares.

For the purpose of convening the 2026 first EGM and the relevant class meetings on 16 March 2026, the register of members for H shares will be closed from 10 March 2026 to 16 March 2026 (both days inclusive). Only H shareholders listed on the register by 16 March 2026 are entitled to vote on the proposals. The circular containing more details is expected to be distributed on or before 27 February 2026.