/Open Medical: 2025 Restricted Stock and Stock Option Incentive Plan (Draft)

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Open Medical: 2025 Restricted Stock and Stock Option Incentive Plan (Draft)

Shenzhen Stock Exchange

2025/09/06

Securities code: 300633 Securities abbreviation: Kaili Medical

Shenzhen Kaili Biomedical Technology Co., Ltd. Annual Restricted Stock and Stock Option Incentive Plan

2025

(draft)

September 2025

Statement

The company and all members of the board of directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents in accordance with the law.

All incentive recipients of the company promise that if the company does not comply with the granting of rights or equity vesting/exercise arrangements due to false records, misleading statements or major omissions in the information disclosure documents, the incentive recipients shall return all the benefits obtained from the company's 2025 restricted stock and stock option incentive plan to the company after the relevant information disclosure documents are confirmed to contain false records, misleading statements or major omissions.

Special reminder

The "Shenzhen Kaili Biomedical Technology Co., Ltd. 2025 Restricted Stock and Stock Option Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan") is based on the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Equity Incentive Management Measures for Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange GEM Listed Companies Self-Regulatory Guidelines" No. 1 - Business Processing" and other relevant laws, regulations, normative documents, as well as the formulation of the "Articles of Association of Shenzhen Kaili Biomedical Technology Co., Ltd."
The incentive tools used in this incentive plan are restricted stocks (second type restricted stocks) and stock options. The source of the stock is Shenzhen Kaili Biomedical Technology Co., Ltd. (hereinafter referred to as the "Company" or the "Company") issuing the company's A-share ordinary shares to the incentive targets or repurchasing the company's A-share ordinary shares from the secondary market.

Incentive objects that meet the grant conditions of this incentive plan will receive the company's A shares in installments at the grant price after meeting the corresponding vesting/exercise conditions. The restricted stocks/stock options granted to the incentive objects shall not enjoy the rights of the company's shareholders before vesting/exercising, and the restricted stocks/stock options may not be transferred, used for guarantee or debt repayment, etc.

This incentive plan intends to grant a total of no more than 5.8818 million shares of stock rights (type II restricted stocks and stock options) to the incentive targets, accounting for approximately 1.36% of the company’s total share capital of 432.7124 million shares at the time of the announcement of the draft incentive plan. There will be no reserved rights and interests. The details are as follows:

(1) Class II restricted stock incentive plan: The number of Class II restricted stocks that the company intends to grant to incentive targets is 1.914 million shares, accounting for approximately 0.44% of the company’s total share capital at the time of the announcement of the draft incentive plan, and approximately 32.54% of the total equity granted this time.

(2) Stock option incentive plan: The company plans to grant 3.9678 million stock options to incentive targets, accounting for approximately 0.92% of the company’s total share capital on the date of the announcement of the draft incentive plan, and approximately 67.46% of the total equity granted this time.

As of the announcement date of this draft incentive plan, the company's 2023 restricted stock incentive plan is still under implementation, with a total of 1.7885 million underlying stocks involved during the validity period, accounting for approximately 0.41% of the company's total share capital at the time of the announcement of this draft incentive plan. After the implementation of this incentive plan, the total number of subject stocks involved in the company's equity incentive plans within the validity period is 7.6703 million shares, accounting for approximately 1.77% of the company's total share capital at the time of the announcement of the draft incentive plan. The total number of underlying stocks involved in the company's equity incentive plans within the validity period does not exceed 20% of the company's total share capital. The cumulative number of shares of the company granted to any incentive target in this incentive plan through all equity incentive plans within the validity period does not exceed 1% of the company's total share capital.

The grant price of the second type of restricted stocks in this incentive plan is not less than 15.93 yuan/share, and the exercise price of the stock options is not less than 31.86 yuan/share.

From the date of announcement of this draft incentive plan to the completion of registration of the vesting of Class II restricted stocks and the exercise of stock options by the incentive objects, if the company undergoes matters such as converting capital reserves into equity, distributing stock dividends, splitting or reducing shares, allotment of shares, distribution of dividends, etc., the grant price/exercise price or quantity of restricted stocks/stock options will be adjusted accordingly according to the relevant provisions of this incentive plan.

The total number of incentive targets granted by this incentive plan is 406, including some directors and senior managers of the company, middle managers and technical business backbones of the company (including branches and holding subsidiaries).
The validity period of this incentive plan starts from the date of grant/authorization of the second type of restricted stocks/stock options to the date when all the second type of restricted stocks/stock options granted to the incentive objects vest/exercise or become invalid/cancelled, and the maximum period shall not exceed 60 months.
The company does not have the following circumstances that prohibit the implementation of equity incentives as stipulated in Article 7 of the "Measures for the Administration of Equity Incentives for Listed Companies":

(1) The financial accounting report of the most recent fiscal year was issued a negative opinion or an audit report in which a certified public accountant was unable to express an opinion;

(2) An audit report in which a certified public accountant issued a negative opinion or was unable to express an opinion on the internal control of the financial report in the most recent fiscal year;

(3) In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments;

(4) Equity incentives are not allowed according to laws and regulations;

(5) Other circumstances determined by the China Securities Regulatory Commission.

Incentive objects participating in this incentive plan do not include the company’s independent directors, supervisors, shareholders or actual controllers who individually or collectively hold more than 5% of the shares, and their spouses, parents, and children. Incentive objects comply with the provisions of Article 8 of the "Measures for the Administration of Equity Incentives of Listed Companies" and Article 8.4.2 of the "Shenzhen Stock Exchange GEM Stock Listing Rules". There are no following circumstances that prohibit them from becoming incentive objects:

(1) Determined as an unsuitable candidate by the stock exchange within the last 12 months;

(2) Has been deemed an unfit candidate by the China Securities Regulatory Commission and its dispatched offices within the last 12 months;

(3) Administrative penalties or market ban measures imposed by the China Securities Regulatory Commission and its dispatched agencies due to major violations of laws and regulations in the past 12 months;

(4) Those who are prohibited from serving as directors or senior managers of a company as stipulated in the Company Law;

(5) Not allowed to participate in equity incentives of listed companies according to laws and regulations;

(6) Other circumstances determined by the China Securities Regulatory Commission.

The company promises not to provide loans or any other form of financial assistance for the incentive targets to obtain relevant rights and interests according to this incentive plan, including providing guarantees for their loans.

10. This incentive plan can only be implemented after being reviewed and approved by the company's shareholders' meeting.

For the Class II restricted stock plan, within 60 days from the date when the incentive plan is reviewed and approved by the general meeting of shareholders, the company will convene a board of directors in accordance with relevant regulations to grant, announce and other relevant procedures for the second type of restricted stock to the incentive objects; within 60 days from the date when the incentive plan is reviewed and approved by the general meeting of shareholders for the stock option plan, the company will convene a board of directors to grant the incentive objects and complete registration, announcement and other related procedures in accordance with relevant regulations. If the company fails to complete the above work within 60 days, the implementation of this incentive plan will be terminated, and the ungranted rights and interests will become invalid.
During the subsequent implementation of this incentive plan, if the company's board of supervisors cancels it in accordance with laws and regulations, the remuneration and assessment committee of the company's board of directors will perform the relevant duties of the board of supervisors.
The implementation of this incentive plan will not cause the company’s equity distribution to fail to meet the requirements of listing conditions.

Chapter 1 Definition

Unless otherwise specified, the following words have the following meanings in this article:

Kaili Medical, the company, the company refers to Shenzhen Kaili Biomedical Technology Co., Ltd.

Shenzhen Kaili Biomedical Technology Co., Ltd. 2025 Restricted Equity Incentive Plan refers to

Voting and Stock Option Incentive Plans

Restricted stocks and second-category restricted incentive objects that meet the grant conditions of this incentive plan will be eligible for

Stocks The company’s stocks obtained and registered in installments after conditions

The company grants incentive objects stock options and options at a predetermined price within a certain period in the future.

The right to purchase a certain number of shares of the company under certain conditions and conditions

In accordance with the provisions of this incentive plan, incentive objects that are eligible to receive a certain number of restricted stocks refer to

/Stock options for company employees

The date when the company grants rights and interests to the incentive objects. The grant date/authorization date must be the authorization date and the grant date refers to

for the trading day

Grant price refers to the price of each restricted stock granted by the company to the incentive object.

From the date of grant/authorization of rights to the validity period of all rights granted to incentive objects, it refers to

Period of validity/exercise or invalidation

Waiting period refers to the time period between the date of grant of stock options and the date of exercise of stock options. After the second type of restricted stock incentive objects meet the benefit conditions, the vesting of the listed company refers to

The act of registering stocks into the incentive target account

If a restricted stock incentive plan is established, the incentive object is to obtain the second type of vesting conditions.

Benefit conditions that need to be met for incentive stocks

After the second type of restricted stock incentive objects meet the benefit conditions, the vesting date of the shares granted refers to

The date on which registration is completed must be the transaction date

The exercise of rights by incentive objects to purchase the underlying stocks in accordance with the conditions set by the incentive plan refers to

for

The vesting date refers to the date when the incentive objects can start to exercise the rights. The vesting date must be the exercise price on the trading day. The exercise price refers to the price at which the incentive objects purchase the shares of the listed company.

Exercise conditions refer to the conditions that incentive objects must meet to exercise stock options.

"Company Law" means "Company Law of the People's Republic of China"

“Securities Law” refers to the “Securities Law of the People’s Republic of China”

“Administrative Measures” refers to the “Administrative Measures for Equity Incentives of Listed Companies”

"Listing Rules" refers to the "Shenzhen Stock Exchange GEM Stock Listing Rules"

"Self-Regulatory Supervision Guidelines for Companies Listed on GEM of Shenzhen Stock Exchange No. 1 "Self-Regulatory Supervision Guidelines" refers to

——Business handling》

"Articles of Association" refers to "Articles of Association of Shenzhen Kaili Biomedical Technology Co., Ltd."

China Securities Regulatory Commission refers to China Securities Regulatory Commission

Stock Exchange refers to Shenzhen Stock Exchange Yuan refers to RMB

Note: 1. The financial data and financial indicators cited in this incentive plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.

If there is any difference in the mantissa between some totals and the direct sum of each detail in this incentive plan, it is due to rounding.

Chapter 2 The purpose and principles of this incentive plan

In order to further establish and improve the company's long-term incentive mechanism, attract and retain outstanding talents, stimulate employees' work enthusiasm and creativity, effectively combine the interests of shareholders, the interests of the company and the interests of employees, and make all parties pay attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal returns and contributions, this incentive plan is formulated in accordance with the provisions of the Company Law, Securities Law, Management Measures, Listing Rules, Self-Regulatory Guidelines and other relevant laws, regulations and normative documents, as well as the Articles of Association.

Chapter 3 Management Organization of this Incentive Plan

As the company’s highest authority, the general meeting of shareholders is responsible for reviewing and approving the implementation, changes and termination of this incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to this incentive plan within the scope of its authority.
The board of directors is the executive management agency of this incentive plan and is responsible for the implementation of this incentive plan. The Remuneration and Appraisal Committee under the Board of Directors is responsible for formulating and revising this incentive plan and submitting it to the Board of Directors for review. After the Board of Directors has reviewed and approved the incentive plan, it will be submitted to the shareholders' meeting for review. The board of directors may handle other matters related to this incentive plan within the scope authorized by the general meeting of shareholders.
The Board of Supervisors is the supervisory authority of this incentive plan and shall express its opinion on whether this incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The Board of Supervisors will supervise whether the implementation of this incentive plan complies with relevant laws, regulations, normative documents and stock exchange business rules, and is responsible for reviewing the list of incentive targets.

If the company changes the equity incentive plan before it is reviewed and approved by the shareholders' meeting, the supervisory board shall express its opinion on whether the changed plan is conducive to the company's sustainable development and whether there is any situation that obviously damages the interests of the company and all shareholders.

Before the company grants rights and interests to incentive targets, the board of supervisors should express a clear opinion on whether the conditions for the incentive targets to be granted rights set in the equity incentive plan have been met. If there is a discrepancy between the rights granted by the company to the incentive objects and the arrangement of this incentive plan, the board of supervisors (when the incentive objects change) should issue a clear opinion at the same time.

Before the restricted stocks/stock options granted to the incentive targets vest/exercise, the supervisory board should express a clear opinion on whether the vesting/exercise conditions for the incentive targets set in the equity incentive plan have been met.

According to the provisions of the "Company Law" and the China Securities Regulatory Commission's "Transitional Arrangements Related to the Implementation of Supporting Institutions and Rules of the New Company Law", listed companies should, before January 1, 2026, in accordance with the "Company Law" and other provisions, stipulate in the company's articles of association that an audit committee be established in the board of directors to exercise the powers of the board of supervisors stipulated in the "Company Law" and not have a board of supervisors or supervisors. If the corporate governance structure is adjusted in accordance with the above requirements, the powers and obligations of the supervisory board involved in this incentive plan will be inherited by the remuneration and assessment committee or the audit committee of the company's board of directors in accordance with the regulations in effect at that time.

Chapter 4 Determination of Basis and Scope of Incentive Objects

1. Basis for determining incentive objects

(1) Legal basis for determining incentive objects

The incentive targets of this incentive plan are determined in accordance with the Company Law, Securities Law, Management Measures, Listing Rules, Self-Regulation Guidelines and other relevant laws, regulations, normative documents and the Articles of Association, and based on the actual situation of the company.

(2) Position basis for determining incentive targets

The incentive targets granted by this incentive plan are some directors and senior managers of the company, middle managers and technical business backbones of the company (including branches and holding subsidiaries).

For personnel who meet the scope of the incentive targets of this incentive plan, the remuneration and assessment committee of the company's board of directors will draw up a list, which will be verified and determined by the company's board of supervisors.

2. Scope of incentive objects

(1) A total of 406 incentive objects are involved in the award of this incentive plan, including some of the company’s directors and senior managers, middle managers of the company (including branches and holding subsidiaries) and technical business backbones, excluding the company’s independent directors, supervisors, foreign employees, shareholders or actual controllers who individually or collectively hold more than 5% of the company’s shares and their spouses, parents and children.

All incentive objects must have an employment, employment or labor relationship with the company when the company grants the rights and during the assessment period of this incentive plan.

(2) The incentive objects do not have the following circumstances that prohibit them from becoming the incentive objects:

Those who have been deemed unsuitable candidates by the stock exchange in the past 12 months;
Those who have been deemed unsuitable candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
In the past 12 months, the company has been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to major violations of laws and regulations;
Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law;
Not allowed to participate in equity incentives of listed companies according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.

3. Verification of incentive objects

(1) After this incentive plan is reviewed and approved by the board of directors, the company will publicly announce the names and positions of the incentive targets internally for a period of not less than 10 days.

(2) The company's board of supervisors will review the list of incentive recipients, fully listen to public opinions, and disclose the board of supervisors' review opinions on the list of incentive recipients and an explanation of the publicity situation 5 days before the company's shareholders' meeting to review the incentive plan. The list of incentive targets adjusted by the company's board of directors should also be verified by the company's supervisory board.

Chapter 5 Specific Contents of this Incentive Plan

1. Number of awards under this incentive plan

This incentive plan consists of two parts: the second type of restricted stock incentive plan and the stock option incentive plan.

This incentive plan intends to grant a total of no more than 5.8818 million shares of stock rights (type II restricted stocks and stock options) to the incentive targets, accounting for approximately 1.36% of the company's total share capital of 432.7124 million shares at the time of the announcement of the draft incentive plan. There will be no reserved rights and interests. The details are as follows:

As of the announcement date of this draft incentive plan, the company's 2023 restricted stock and stock option incentive plan is still under implementation, with a total of 1.7885 million underlying stocks involved during the validity period, accounting for approximately 0.41% of the company's total share capital at the time of the announcement of this draft incentive plan. After the implementation of this incentive plan, the total number of subject stocks involved in the company's equity incentive plans within the validity period is 7.6703 million shares, accounting for approximately 1.77% of the company's total share capital at the time of the announcement of the draft incentive plan. The total number of underlying stocks involved in the company's equity incentive plans within the validity period does not exceed 20% of the company's total share capital. The cumulative number of shares of the company granted to any incentive target in this incentive plan through all equity incentive plans within the validity period does not exceed 1% of the company's total share capital.

From the date of announcement of this draft incentive plan to the vesting/exercise of the second type of restricted stocks/stock options granted to the incentive subjects, if the company undergoes matters such as converting capital reserves to increase share capital, distributing stock dividends, splitting or reducing shares, allotment, etc., the number of vesting/exercises of the second type of restricted stocks/stock options will be adjusted accordingly in accordance with the relevant provisions of this incentive plan.

2. Category II Restricted Stock Incentive Plan

(1) Sources of stocks for the second type of restricted stock incentive plan

The source of the second type of restricted stock involved in this incentive plan is the company's targeted issuance of the company's A shares to the incentive targets or the company's A shares repurchased from the secondary market.

(2) The number and distribution status of the second type of restricted stocks granted to the incentive recipients

The distribution of the second type of restricted stocks granted under this incentive plan among the incentive objects is as shown in the following table:

Granted the second capital share incentive plan, capital share incentive plan type restricted plan grant restriction plan announcement day stock serial number name position nationality

Number of shares Ratio of total number of shares (10,000 shares) Example 1 Feng Naizhang Director, Deputy General Manager China 4 2.09% 0.01% 2 Li Xiang Deputy General Manager China 4 2.09% 0.01% 3 Luo Yuezuo Financial Director China 4 2.09% 0.01% Other middle managers and technical business backbones (96 people) 179.4 93.73% 0.41% Total 191.4 100.00% 0.44% Note: 1. The shares of the company granted to any of the above incentive objects through all valid equity incentive plans do not exceed 1% of the company’s total share capital. The cumulative total number of underlying stocks involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.

The incentive targets of this incentive plan do not include independent directors, supervisors, foreign employees, shareholders who individually or collectively hold more than 5% of the company's shares, and the spouse, parents, and children of the company's actual controller.
If the total number of values in the above table does not match the sum of each sub-item value, it is due to rounding.

(3) Validity period, grant date, vesting arrangement and lock-up period of the second type of restricted stock incentive plan

Validity period of the second type of restricted stock incentive plan

The validity period of this incentive plan starts from the date of grant of the second type of restricted stocks to the date when all the second type of restricted stocks granted to the incentive objects vest or become invalid, and the maximum period shall not exceed 60 months.

Grant date of the second type of restricted stock incentive plan

The grant date will be determined by the board of directors after the incentive plan is reviewed and approved by the company's shareholders' meeting, and the grant date must be a trading day. The company must convene a board of directors meeting to grant the second type of restricted stocks to the incentive targets within 60 days after the approval of the shareholders' meeting in accordance with relevant regulations and complete the announcement. If the company fails to complete the above work within 60 days, it shall promptly disclose the reasons for the inability to complete the work and declare the termination of the incentive plan, and the unfinished grant of the second type of restricted stock shall become invalid. According to the "Administrative Measures", the period during which listed companies are not allowed to grant equity is not counted within the 60 days.

Vesting arrangements for the second type of restricted stock incentive plan

The second type of restricted stock granted under this incentive plan will vest in installments according to the agreed proportion after the incentive objects meet the corresponding vesting conditions. The vesting date must be the trading day, and the second type of restricted stock obtained shall not vest within the following period:

(1) Within fifteen days before the announcement of the annual report or semi-annual report of a listed company, if the announcement date of the annual report or semi-annual report is postponed due to special reasons, the calculation will start from the fifteen days before the original scheduled announcement date to the day before the announcement; (2) Within the five days before the announcement of the quarterly report, performance forecast, or performance bulletin of the listed company;

(3) From the date of the occurrence of a major event that may have a greater impact on the trading prices of the company's securities and its derivatives, or during the decision-making process, to the date of disclosure in accordance with the law;

(4) Other periods specified by the China Securities Regulatory Commission and Shenzhen Stock Exchange.

The vesting proportion arrangement for each batch of Class II restricted stocks granted under this incentive plan is as shown in the following table:

The proportion of the number of vested interests to the total number of vesting arrangements, vesting time, and the second type of restricted stock

From the first trading day 12 months after the date of grant to the date of grant

25% for first vesting period

Ending on the last trading day within 24 months

From the first trading day 24 months after the date of grant to the date of grant

Second vesting period 25%

Ending on the last trading day within 36 months

From the first trading day 36 months after the date of grant to the date of grant

Third vesting period 25%

Ending on the last trading day within 48 months

From the first trading day 48 months after the date of grant to the date of grant

Fourth vesting period 25%

Ending on the last trading day within 60 months

The second category of restricted stocks that have not vested within the above agreed period or the second category of restricted stocks that cannot be applied for vesting because they have not met the vesting conditions shall not be vested and will become invalid.

The second type of restricted stocks granted to incentive targets under this incentive plan may not be transferred, used to guarantee or repay debts before vesting. The second type of restricted stock that has been granted to the incentive target but has not yet vested. The shares obtained due to the conversion of capital reserve into share capital, stock dividends, and stock splits are also subject to vesting conditions and may not be sold in the secondary market or transferred in other ways before vesting. If the second type of restricted stock cannot be vested by then, the shares obtained due to the aforementioned reasons will also not be vested and will become invalid.

Lock-up period

The ban on sales of this second type of restricted stock incentive plan is implemented in accordance with the Company Law, the Securities Law, the Interim Measures for the Management of Share Reductions by Shareholders of Listed Companies, the Management Rules for the Company's Shares Held by Directors, Supervisors and Senior Managers of Listed Companies and their Changes, the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 18 - Reduction of Shares by Shareholders and Directors, Supervisors and Senior Managers, and other relevant laws, regulations, normative documents and the Articles of Association. The specific provisions are as follows:

(1) If the incentive targets are directors and senior managers of the company, the shares transferred each year through centralized bidding, block transactions, agreement transfers, etc., during the term of office determined at the time of taking office and within 6 months after the expiration of the term, shall not exceed 25% of the total number of shares of the company held by them, except for changes in shares due to judicial enforcement, inheritance, legacy, division of property according to law, etc.; within six months after resignation, the shares of the company held by them shall not be transferred.

(2) If the incentive targets are directors and senior managers of the company, and they and their spouses, parents, and children sell the company's stocks they hold within 6 months after buying them, or buy them again within 6 months after selling, the proceeds will belong to the company, and the company's board of directors will take back the proceeds.

(3) During the validity period of this incentive plan, if the "Company Law", "Securities Law", "Interim Measures for the Management of Share Reductions by Shareholders of Listed Companies", "Rules for the Management of the Company's Shares and Changes Held by Directors, Supervisors and Senior Managers of Listed Companies", "Self-Discipline Supervision Guidelines for Listed Companies of Shenzhen Stock Exchange Article 18" No. - Reduction of Shareholdings by Shareholders and Directors, Supervisors and Senior Management Personnel" and other relevant laws, regulations, normative documents and the "Articles of Association" regarding the transfer of shares held by the company's directors and senior management personnel have changed, then the transfer of company stocks held by these incentive objects shall comply with the revised relevant regulations at the time of transfer.

(4) Grant price and determination method of Class II restricted stocks

Grant price of Class II restricted stocks

The grant price of the second type of restricted stock is 15.93 yuan per share, that is, after meeting the vesting conditions, the incentive objects can purchase the company’s A shares of common stock granted to the incentive objects by the company at a price of 15.93 yuan per share.

Method for determining the grant price of Class II restricted stocks

The grant price of Class II restricted stocks shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices:

(1) 50% of the company’s average stock trading price on the trading day before the announcement of this draft incentive plan (total stock trading volume on the previous trading day/total stock trading volume on the previous trading day), which is 15.93 yuan per share;

(2) 50% of the company’s average stock trading price in the 120 trading days before the announcement of this draft incentive plan (total stock trading volume in the previous 120 trading days/total stock trading volume in the previous 120 trading days) is 15.75 yuan per share.

Pricing basis

The grant price and pricing method of the restricted shares under this incentive plan are in compliance with Article 23 of the "Administrative Measures" and Article 8.4.4 of Chapter 8 of the "Listing Rules". It is for the fundamental purpose of promoting the company's development, safeguarding and enhancing shareholders' rights and interests, and is determined based on confidence in the company's future development prospects and recognition of the intrinsic value. It will be conducive to effectively motivating the company's core talents, conducive to the stability of the company's existing core team and the introduction of future talents, and conducive to the company's sustainable development, giving the company an advantage in industry competition.

(5) Granting and vesting conditions of the second type of restricted stocks

Grant conditions for Class II restricted stocks

Only when the following conditions are met at the same time, the incentive target can be granted the second type of restricted stock:

(1) The company has not experienced any of the following situations:

① The financial accounting report of the most recent fiscal year has been issued a negative opinion or an audit report in which a certified public accountant is unable to express an opinion;

②The internal control of the financial report in the most recent fiscal year was issued by a certified public accountant with a negative opinion or an audit report that was unable to express an opinion;

③ In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws, regulations, company articles of association, and public commitments;

④ Equity incentives are not allowed according to laws and regulations;

⑤ Other circumstances determined by the China Securities Regulatory Commission.

(2) The incentive objects do not have any of the following circumstances:

①Have been deemed unsuitable by the stock exchange within the last 12 months;

② Determined as an unsuitable candidate by the China Securities Regulatory Commission and its local agencies in the last 12 months; ③ Administrative penalties or market ban measures by the China Securities Regulatory Commission and its local agencies due to major violations of laws and regulations in the last 12 months;

④ Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law; ⑤ Those who are prohibited from participating in equity incentives of listed companies according to laws and regulations;

⑥Other circumstances determined by the China Securities Regulatory Commission.

vesting conditions for the second type of restricted stocks

The second type of restricted stocks granted to the incentive objects must meet the following vesting conditions before they can be vested in batches:

(1) The company has not experienced any of the following situations:

① The financial accounting report of the most recent fiscal year has been issued a negative opinion or an audit report in which a certified public accountant is unable to express an opinion;

③ In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws, regulations, company articles of association, and public commitments;

④ Equity incentives are not allowed according to laws and regulations;

⑤ Other circumstances determined by the China Securities Regulatory Commission.

(2) The incentive objects do not have any of the following circumstances:

①Have been deemed as an unsuitable candidate by the stock exchange within the last 12 months;

② In the past 12 months, he has been deemed as an unsuitable candidate by the China Securities Regulatory Commission and its local agencies; ③ In the last 12 months, he has been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its local agencies due to serious violations of laws and regulations;

⑥Other circumstances determined by the China Securities Regulatory Commission.

If one of the circumstances specified in Article (1) above occurs to the company, the restricted stocks that have been granted but not yet vested to all incentive targets under this incentive plan will be cancelled, and will become invalid. If a certain incentive target is not allowed to be granted restricted stocks as specified in Article (2) above, the restricted stocks that have been granted to the incentive target but have not yet vested will be cancelled, and will become invalid.

(3) Incentive objects must meet the requirements for the term of office in each vesting period

Each batch of restricted stocks granted to incentive targets must serve a term of more than 12 months before vesting.

(4) Company-level performance appraisal requirements

The vesting and assessment years for the second type of restricted stocks granted under this incentive plan are the four fiscal years from 2025 to 2028, and the assessment is once for each fiscal year.

The annual performance assessment targets for the second type of restricted stocks granted under this incentive plan are as follows:

Vesting Period Performance Appraisal Objectives

Based on the net profit of RMB 136.4904 million in 2024 after excluding share-based payment expenses, the first vesting period in 2025

The net profit growth rate after excluding share-based payment expenses is not less than 30%

Based on the net profit of 136.4904 million yuan in 2024 after excluding share-based payment expenses, the second vesting period in 2026

The net profit growth rate after excluding share-based payment expenses is not less than 70%

Based on the net profit of RMB 136.4904 million in 2024 after excluding share-based payment expenses, the third vesting period in 2027

The net profit growth rate after excluding share-based payment expenses is not less than 150%

Based on the net profit of 136.4904 million yuan in 2024 after excluding share-based payment expenses, the fourth vesting period in 2028

The net profit growth rate after excluding share-based payment expenses is not less than 260%

Note: 1. The above indicators should be based on the consolidated statement data disclosed in the company's audited annual report. The "net profit" is calculated based on the value after excluding the share-based payment expenses generated by the company's implementation of the equity incentive plan and employee stock ownership plan.

The above performance assessment targets do not constitute the company’s performance forecast and substantive commitment to investors.

During each vesting period, if the company fails to meet the above-mentioned performance assessment targets, the second-category restricted stocks planned to vest by all incentive targets in the corresponding assessment year shall not be vested, shall not be deferred to vest in the next period, and shall be invalidated.

(5) Performance assessment requirements at each marketing product line/department level

The company signs an annual business target responsibility letter with each marketing product line every year. According to the "Organizational Performance Appraisal Methods" formulated by the company, the annual performance appraisal coefficient of each marketing product line is assessed, and the attributable proportion of each marketing product line is determined for that year based on the coefficient. The annual performance appraisal coefficient (A) and the corresponding attributable proportion (X) are as follows:

Annual performance appraisal coefficient of marketing product line (A) Attribution ratio of each marketing product line level (X) A≥100% X=100%

80%≤A<100% X=A

A<80% X=0

Note: 1. The annual performance appraisal coefficient is a percentage;

If the number of shares is less than 10 shares due to the vesting ratio, the company will round up the relevant number of shares.

The annual vesting ratio (X) of each functional department of the company is calculated based on the arithmetic mean of the vesting ratio of each marketing product line for that year.

(6) Individual level performance appraisal requirements

The individual-level assessment of incentive targets is implemented in accordance with the company's "2025 Restricted Stock and Stock Option Incentive Plan Implementation and Assessment Management Measures" and the company's current regulations on remuneration and assessment. The company will rate the comprehensive evaluation of the incentive objects in each assessment year, and determine their vesting proportions based on the performance evaluation results of the incentive objects:

The company sets annual personal performance goals for the marketing personnel among the incentive targets, and determines the assessment results based on the degree of individual performance completion. The individual-level attribution ratio refers to the following table:

Personal performance completion degree (B) Marketing personnel’s personal level attribution ratio (Y) B≥100% Y=100%

80%≤B<100% Y=B

B<80% Y=0

Note: 1. Personal performance completion (B) is assessed in accordance with the performance appraisal management methods of the marketing department of the year.

If the number of shares is less than 10 shares due to the vesting ratio, the company will round up the relevant number of shares.
In addition to marketing personnel, the company determines the individual-level vesting proportions of other incentive targets according to their annual performance appraisal levels (including seven levels of "S, A+, A, B+, B, B-, and C"). The specific situation is as shown in the following table:

Assessment results S, A+, A B+ B B-, C Non-marketing personnel personal level attribution ratio (Y) 100% 80% 60% 0%

If the company-level performance assessment meets the standards, the number of restricted stocks actually vested by the incentive object in the current year = the number of individuals planned to vest in the current year × marketing product line/department-level vesting ratio (X) × individual-level vesting ratio (Y).

The second type of restricted stocks that cannot be vested by the incentive objects in the year of assessment will be invalidated by the company and shall not be deferred to the next year.

(7) Scientific and rational explanation of assessment indicators

The assessment system of this incentive plan is divided into three levels, namely company-level performance assessment, marketing product line/department and individual-level performance assessment.

The company-level performance assessment indicator is the net profit after excluding share-based payment expenses. This assessment indicator is scientific and reasonable. The setting of net profit indicators can better reflect the company's operating conditions, profitability and corporate growth. The setting of the above indicators comprehensively considers the impact of the macroeconomic environment, as well as the development and market competition of the industry in which the company operates, the company's historical performance, the company's future development strategic planning and expectations. It is a reasonable prediction of the company's future business plan and takes into account the incentive effect of this incentive plan. It reflects the requirements for higher growth and profitability while ensuring the expected incentive effect.

In addition to company-level performance appraisal, the company has also set up strict marketing product line/department performance appraisal and individual-level performance appraisal, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of each incentive target. The company will determine whether the incentive objects meet the vesting conditions based on their performance evaluation results.

In summary, the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, and the setting of assessment indicators is scientific and rational. It also has a constraining effect on the incentive objects and can achieve the assessment purpose of this incentive plan.

(6) Adjustment methods and procedures for the second type of restricted stock incentive plan

Adjustment method for the vesting quantity of Class II restricted stocks

From the announcement date of this draft incentive plan to the vesting of Class II restricted stocks, if the company has matters such as converting capital reserves to increase share capital, distributing stock dividends, subdividing shares, allotment, reduction of shares, etc., the number of vested Class II restricted stocks should be adjusted accordingly. The adjustment method is as follows:

(1) Conversion of capital reserves into share capital, distribution of stock dividends, and subdivision of shares

Q＝Q0×（1＋n）

Among them: Q0 is the vesting number of the second type of restricted stock before adjustment; n is the ratio of capital reserve per share to increase share capital, distribution of stock dividends, and stock subdivision (i.e., the number of shares increased after each share is converted into capital, bonus shares or subdivision); Q is the number of vesting of the second type of restricted stock after adjustment.

(2) Allotment of shares

Q＝Q0×P1×（1＋n）÷（P1＋P2×n）

Among them: Q0 is the vesting number of the second type of restricted stock before adjustment; P1 is the closing price on the equity registration date; P2 is the allotment price; n is the proportion of the allotment (that is, the ratio of the number of allotment shares to the company's total share capital before the allotment); Q is the adjusted vesting number of the second type of restricted stock.

(3) Stock reduction

Q＝Q0×n

Among them: Q0 is the vesting number of the second type of restricted stock before adjustment; n is the stock reduction ratio (that is, 1 company stock is reduced to n shares); Q is the vesting number of the second type of restricted stock after adjustment.

(4) Dividend distribution and additional issuance (public issuance and non-public issuance)

When the company pays dividends or issues new shares (public issuance or non-public issuance), the number of Class II restricted stocks attributable will not be adjusted.

Adjustment method for the grant price of the second type of restricted stocks

From the announcement date of this draft incentive plan to the vesting of Class II restricted stocks, if the company has matters such as converting capital reserves to increase capital, distributing stock dividends, subdividing shares, allotment, reduction of shares, or distribution of dividends, the grant price of Class II restricted stocks shall be adjusted accordingly. The adjustment method is as follows:

(1) Conversion of capital reserves into share capital, distribution of stock dividends, and subdivision of shares

P＝P0÷（1＋n）

Among them: P0 is the grant price before adjustment; n is the ratio of converting capital reserves into equity per share, distributing stock dividends, and splitting shares; P is the grant price after adjustment.

(2) Allotment of shares

P＝P0×（P1＋P2×n）÷[P1×（1+n）]

Among them: P0 is the grant price before adjustment; P1 is the closing price on the equity registration date; P2 is the allotment price; n is the proportion of the allotment (that is, the ratio of the number of allotment shares to the total share capital of the company before the allotment); P is the adjusted grant price.

(3) Stock reduction

P＝P0÷n

Among them: P0 is the grant price before adjustment; n is the share reduction ratio; P is the grant price after adjustment. (4) Dividend payment

P＝P0-V

Among them: P0 is the grant price before adjustment; V is the dividend amount per share; P is the grant price after adjustment. After adjusting for dividends, P must still be greater than 1.

(5) Additional issuance (public issuance and non-public issuance) In the case of additional issuance (public issuance and non-public issuance) of the company, the grant price of the second type of restricted stock will not be adjusted.

Procedures for adjusting the second type of restricted stock incentive plan

When the above situation occurs, the company's board of directors shall review and approve a proposal on adjusting the vesting quantity and grant price of Class II restricted stocks (if it is necessary to adjust the vesting quantity and grant price of Class II restricted stocks due to matters other than the above circumstances, in addition to the board of directors' review of relevant proposals, they must be submitted to the company's shareholders' meeting for review). The company should hire a law firm to provide professional opinions to the company on whether the above adjustments are in compliance with the "Administrative Measures", the "Articles of Association" and the provisions of this incentive plan. After the adjustment proposal is reviewed and approved by the board of directors, the company shall promptly disclose the announcement of the board of directors' resolution and publish a legal opinion at the same time.

(7) Accounting treatment of Class II restricted stocks

In accordance with the provisions of "Accounting Standards for Business Enterprises No. 11 - Share-based Payment" and "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments", the company will revise the number of restricted stocks expected to be vested on each balance sheet date between the date of grant and the date of vesting based on the latest changes in the number of people attributable to it, the completion of performance indicators and other follow-up information, and will include the services obtained in the current period into relevant costs or expenses and capital reserves based on the fair value of the restricted stock grant date.

Fair value and determination method of Class II restricted stocks

According to the relevant provisions of "Accounting Standards for Business Enterprises No. 11 - Share-based Payment" and "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments", the company chooses the Black-Scholes model to calculate the fair value of the second type of restricted stock, and conducts formal calculations when granting. The specific parameters of the fair value of restricted stocks are selected as follows:

(1) Target stock price: 31.60 yuan/share (assuming that the company’s closing price on the grant date is the closing price on September 4, 2025)

(2) The validity periods are: 1 year, 2 years, 3 years, and 4 years (the period from the date of grant of the second type of restricted stock to the first vesting date of each period);

(3) Historical volatility: 29.2597%, 25.5605%, 22.8046%, 22.4713% (using the annualized volatility of the Shenzhen Stock Exchange Composite Index in the last 12 months, 24 months, 36 months, and 48 months respectively);

(4) Risk-free interest rates: 1.50%, 2.10%, 2.75%, 2.75% (respectively adopting the 1-year, 2-year, 3-year, and 4-year deposit benchmark interest rates of financial institutions set by the People's Bank of China);

(5) Dividend rate: If the incentive plan adjusts the equity grant price based on the cash dividend ex-dividend of the underlying stock, the expected dividend rate is 0.

It is expected that the implementation of the second type of restricted stock will have an impact on the operating performance of each period. The company will determine the fair value of the second type of restricted stock on the grant date based on relevant valuation tools, and finally recognize the share-based payment expenses of this incentive plan. These expenses will be amortized according to the vesting ratio during the implementation of this incentive plan. Incentive costs arising from this incentive plan will be charged to recurring profits and losses.

According to the requirements of Chinese accounting standards, assuming that the company grants the second type of restricted stock at the end of September 2025, the amortization of share-based payment expenses from 2025 to 2029 is as follows:

Total amortization of restricted shares granted 2025 2026 2027 2028 Number of annual votes in 2029 (10,000 shares) Expenses (10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000 yuan) 1.914 3,196.38 408.67 1,444.11 774.39 412.47 156.74 Note: The above results do not represent the final accounting cost. In addition to being related to the grant date, grant price and grant quantity, accounting costs are also related to the actual number of effective and invalidated rights. The final result of the above impact on the company's operating results will be based on the annual audit report issued by the accounting firm.

Based on the current information, the company preliminarily estimates that without considering the stimulating effect of this incentive plan on the company's performance, the amortization of the second type of restricted stock expenses will have an impact on the net profit of each year during the validity period, but the impact is not significant. If the positive effect of the second type of restricted stock incentive plan on the company's development is taken into account, thereby stimulating the enthusiasm of the management team and improving operating efficiency, the improvement in the company's performance brought by this incentive plan will be much higher than the increase in expenses it brings.

3. Stock option incentive plan

(1) Sources of stocks for stock option incentive plans

The source of stocks involved in the stock option incentive plan is the company's targeted issuance of the company's A shares to the incentive targets or the company's A shares repurchased from the secondary market.

(2) Distribution of the number of stock options granted to incentive recipients

The distribution of stock options granted by the stock option incentive plan among the various incentive objects is as shown in the following table: Capital Incentive Plan Grant Capital Incentive Plan

Granted stock options

Serial number Name Nationality Position Total number of stock options granted Total share capital on the date of announcement (10,000 shares)

Proportion of amount Proportion of amount

1 / / / / / /

Middle managers and technical business backbones (307 people) 396.78 100.00% 0.92%

Total 396.78 100.00% 0.92% Note: 1. The shares of the company granted to any of the above incentive targets through all valid equity incentive plans do not exceed 1% of the company's total share capital. The cumulative total number of underlying stocks involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.

The incentive targets of this incentive plan do not include independent directors, supervisors, foreign employees, shareholders who individually or collectively hold more than 5% of the company's shares, and the spouse, parents, and children of the company's actual controller.
If the total number of values in the above table does not match the sum of each sub-item value, it is due to rounding.

(3) Validity period, authorization date, vesting date, lock-up period and exercise arrangements of the stock option incentive plan

Validity period

The validity period of the stock option incentive plan is from the date of grant of stock options to the date when all stock options granted to the incentive objects are exercised or canceled, and the maximum period shall not exceed 60 months.

Authorization date

The authorization date shall be determined by the board of directors after the incentive plan is reviewed and approved by the company's shareholders' meeting, and the authorization date must be the trading day. The company needs to convene a board of directors in accordance with relevant regulations within 60 days after the approval of the shareholders' meeting to grant stock options to the incentive objects and complete announcement, registration and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the stock option plan will be terminated and the unvested stock options will become invalid.

Waiting period

The period between the stock option grant date and the stock option exercisability date is the waiting period. The waiting periods for stock options granted under this incentive plan are 12 months, 24 months, 36 months, and 48 months respectively from the date of authorization. During the waiting period, the stock options granted to the incentive objects may not be transferred, used for guarantee or debt repayment.

vesting date

After this incentive plan is approved by the general meeting of shareholders, the stock options will be exercised in installments according to the agreed proportion 12 months from the date of authorization, and after the incentive objects meet the corresponding exercise conditions. The exercise date must be the trading day, but the options must not be exercised during the following periods:

(4) Other periods specified by the China Securities Regulatory Commission and Shenzhen Stock Exchange.

The exercise period of the stock options granted under this incentive plan and the exercise proportion arrangement of each period are as follows:

Exercise arrangement, exercise time, exercise ratio from the first trading day 12 months after the date of grant to the date of grant

First exercise period 25% Ending on the last trading day within 24 months

From the first trading day 24 months after the date of grant to the date of grant

Second exercise period 25% Ending on the last trading day within 36 months

From the first trading day 36 months after the date of grant to the date of grant

The third exercise period 25% ends on the last trading day within 48 months

From the first trading day 48 months after the date of grant to the date of grant

The fourth exercise period 25% ends on the last trading day within 60 months

After the stock option exercise conditions are met, the company will handle the stock option exercise matters for the incentive objects that meet the exercise conditions during the exercise period.

Stock options whose exercise conditions are not met in the current period shall not be exercised or deferred to the next period. The stock options in the current period will be canceled by the company. After the end of each exercise period of stock options, the current stock options that have not been exercised by the incentive objects shall be terminated and canceled by the company.

Lock-up period

The ban on sales of stock option incentive plans is implemented in accordance with the Company Law, the Securities Law, the Interim Measures for the Management of Share Reductions by Shareholders of Listed Companies, the Management Rules for the Company's Shares Held by Directors, Supervisors and Senior Managers of Listed Companies and their Changes, the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 18 - Reduction of Shares by Shareholders and Directors, Supervisors and Senior Managers, and other relevant laws, regulations, normative documents and the Articles of Association. The specific provisions are as follows:

(1) If the incentive targets are directors and senior managers of the company, the shares transferred each year through centralized bidding, block transactions, agreement transfers, etc., during the term of office determined when taking office and within 6 months after the expiration of the term, shall not exceed 25% of the total number of shares of the company held by them, except for changes in shares due to judicial enforcement, inheritance, legacy, division of property according to law, etc.; within half a year after resignation, the shares of the company held by them shall not be transferred.

(4) Exercise price and determination method of stock options

Exercise price of stock options

The exercise price of the stock options is 31.86 yuan per share. That is, after meeting the authorization conditions, each stock option granted to the incentive object has the right to purchase 1 share of the company's stock at a price of 31.86 yuan per share during the validity period.

Method for determining the exercise price of stock options

The exercise price of the stock option shall not be lower than the par value of the stock, and shall not be lower than the higher of the following prices: (1) The average trading price of the company's stock on the trading day before the announcement of the draft incentive plan (total stock trading volume on the previous trading day/total stock trading volume on the previous trading day) is 31.86 yuan per share;

(2) The average trading price of the company's stock in the 120 trading days before the announcement of this draft incentive plan (total stock trading volume in the previous 120 trading days/total stock trading volume in the previous 120 trading days) was 31.50 yuan per share.

Pricing basis

The exercise price and pricing method of this stock option refer to the provisions of Article 29 of the "Administrative Measures" and are determined based on confidence in the company's future development prospects and recognition of the intrinsic value. It is conducive to the company's sustainable development and enables the company to gain advantages in industry competition.

(5) Authorization and exercise conditions of stock options

Grant conditions for stock options

The company will grant stock options to the incentive recipients only if they meet the following conditions at the same time; otherwise, if any of the following grant conditions are not met, the company cannot grant stock options to the incentive recipients.