Nanwang Technology: Announcement on Granting Reserved Restricted Stocks to Incentive Objects of the 2025 Restricted Stock Incentive Plan
Securities code: 301355 Securities abbreviation: Nanwang Technology Announcement number: 2026-039 Fujian Nanwang Environmental Protection Technology Co., Ltd.
Regarding the Grant to Incentive Objects of the 2025 Restricted Stock Incentive Plan
Announcement of Reserved Restricted Stocks
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
Important content reminder
Restricted stock reserved grant date: August 27, 2026
Number of reserved restricted stock grants: 333,100 shares, accounting for 0.17% of the current total share capital of the company
Restricted stock reserved grant price: 7.90 yuan/share
Number of people reserved for restricted stock grant: 30 people
Equity incentive method: Type II restricted stock
The conditions for the reserved grant of restricted stocks stipulated in Fujian Nanwang Environmental Protection Technology Co., Ltd. (hereinafter referred to as the "Company") "Fujian Nanwang Environmental Protection Technology Co., Ltd. 2025 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan (Draft)" or "This Incentive Plan") have been fulfilled. According to the authorization of the company's second extraordinary general meeting of shareholders in 2025, the company's fourth meeting of the fourth board of directors held on August 27, 2026 reviewed and approved the "Proposal on Granting Reserved Restricted Stocks to Incentive Objects of the 2025 Restricted Stock Incentive Plan" and determined that August 2026 The 27th was the reserved grant date, and 333,100 reserved restricted shares were granted to 30 incentive targets at a grant price of 7.90 yuan/share. The relevant matters are now explained as follows:
1. Brief description of this incentive plan
The company held the second extraordinary shareholders' meeting of 2025 on September 11, 2025, and reviewed and approved the "Proposal on the Company's 2025 Restricted Stock Incentive Plan (Draft)" and its Summary. The brief information of this incentive plan is as follows:
(1) Incentive tools: Class II restricted stocks
(2) Source of underlying stock: the company’s A-share common stock repurchased from the secondary market
(3) Grant price: 7.90 yuan/share
(4) Scope and distribution of incentive objects: The distribution of restricted stocks granted under this incentive plan among the various incentive objects is as shown in the following table:
This incentive accounts for the grant limit.
Restricted shares granted Name on plan announcement date Nationality Position Total number of restricted shares
Number of votes (10,000 shares) Total share capital
Proportion Proportion Zheng Qingyong China Director, Chief Financial Officer 10.00 5.64% 0.05%
Deputy General Manager, Board of Directors
Liu Yingying China 1.00 0.56% 0.01%
Secretary
Middle managers, core technology (business) backbone
133.00 75.00% 0.68% (83 people)
Reserved portion 33.31 18.79% 0.17%
Total 177.31 100.00% 0.91%
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 and supervisors, nor shareholders or actual controllers of listed companies who individually or collectively hold more than 5% of the company's shares and their spouses, parents, and children.
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.
The reserved incentive objects will be determined within 12 months after the plan is reviewed and approved by the shareholders’ meeting.
(5) Validity period and vesting arrangements of the incentive plan
- Validity period
The validity period of this incentive plan starts from the date when the restricted stocks are first granted to the date when all the restricted stocks granted to the incentive objects vest or become invalid, and the longest period shall not exceed 48 months.
- Ownership arrangements
The restricted stocks 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 restricted stocks obtained shall not vest within the following periods:
(1) Within fifteen days before the announcement of the company’s annual report and semi-annual report;
(2) Within five days before the announcement of the company’s quarterly report, performance forecast, and performance bulletin;
(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 of each batch of restricted stocks initially/reserved under this incentive plan is as shown in the following table:
vesting arrangement vesting time vesting ratio
The first trading day after 12 months from the date of initial/reservation grant
The first vesting period begins on the last 50.00% trading day within 24 months from the date of initial/reserved grant.
The first trading day after 24 months from the date of initial/reservation grant
The second vesting period begins on the last 50.00% trading day within 36 months from the date of initial/reserved grant.
Restricted stocks that have not vested within the above agreed period may not be able to apply for vesting because they have not met the vesting conditions.
The restricted stocks belonging to this period shall not be vested and shall become invalid.
The restricted stocks that have been granted to the incentive objects but have not yet vested have been converted into share capital and stocks due to the capital reserve fund.
Shares obtained from dividends and share subdivisions are also subject to vesting conditions and may not be traded in the secondary market before vesting.
Sold or otherwise transferred. If the restricted stocks cannot be vested at that time, the shares acquired due to the aforementioned reasons will
Shares are also not attributable.
(6) Performance appraisal requirements
- Company-level performance appraisal requirements
The vesting and assessment years for the restricted stocks (including reserved grants) of this incentive plan are the two fiscal years of 2025 and 2026. The assessment is once for each fiscal year. The performance assessment targets for each year are as shown in the following table:
Growth rate of operating income in the assessment year compared to the previous year (A) Attribution arrangement Assessment year
Target value (Am) Trigger value (An)
First vesting period 2025 20% 15%
Second vesting period 2026 10% 8%
Corresponding company-level vesting ratio assessment indicators Performance completion degree
(X)
A≥Am X=100%
Annual operating income year-on-year growth rate (A) An≤A<Am X=90%
A<An X=0
Note: 1. The above “operating income” is calculated based on the data contained in the consolidated statements audited by an accounting firm hired by the company that meets the requirements of the Securities Law;
The above "Growth rate (A)" is defined as follows: the growth rate of operating income in the assessment year of 2025 compared with the previous year's operating income = (annual operating income in 2025 - annual income in 2024) / annual operating income in 2024; the growth rate of operating income in the assessment year in 2026 compared with the previous year's operating income = (annual operating income in 2026 - annual income in 2025) / annual operating income in 2025;
The performance targets involved in the above restricted stock vesting conditions do not constitute the company’s performance forecast and substantive commitment to investors.
Individual level performance appraisal requirements:
The individual-level performance appraisal of incentive targets shall be implemented in accordance with the company's current performance appraisal regulations. 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:
Individual-level performance appraisal results Excellent Good Qualified Unqualified Individual-level attribution ratio (Y) 100% 90% 80% 0%
The number of restricted stocks actually vested by the individual incentive target in the current year = the number of restricted stocks planned to be vested by the individual in the current year × company-level vesting ratio × individual-level vesting ratio.
Restricted stocks that cannot be vested by the incentive objects in the year of assessment shall be invalidated and shall not be deferred to the next year.
2. Relevant approval procedures that have been performed
(1) On August 25, 2025, the company held the 25th meeting of the third board of directors and the 15th meeting of the third board of supervisors, and reviewed and approved the "Proposal on the Company's 2025 Restricted Stock Incentive Plan (Draft)" and its Summary, the "Proposal on the Company's 2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures" and other proposals. The fourth meeting of the Remuneration and Appraisal Committee of the third board of directors of the company issued an agreement on the proposals related to this incentive plan. The remuneration and appraisal committee of the company’s board of directors and the Board of Supervisors verified the relevant matters of this incentive plan and issued relevant verification opinions. Shanghai AllBright Law Firm issued a corresponding legal opinion.
(2) From August 26, 2025 to September 4, 2025, the company publicized the names and positions of the incentive objects to be awarded for the first time under this incentive plan within the company. As of the expiration of the publicity period, the Remuneration and Assessment Committee and the Board of Supervisors of the company have not received any objections to the incentive objects to be awarded for the first time under this incentive plan. On September 5, 2025, the company disclosed the "Explanation and Verification Opinions of the Remuneration and Assessment Committee of the Board of Directors and the Board of Supervisors on the List of First Granted Incentive Objects of the Company's 2025 Restricted Stock Incentive Plan".
(3) On September 11, 2025, the company held the second extraordinary general meeting of shareholders in 2025, which reviewed and approved the "Proposal on the Company's "2025 Restricted Stock Incentive Plan (Draft)" and its Summary, "The Proposal on the Company's "Measures for Implementation Assessment and Management of the 2025 Restricted Stock Incentive Plan", and "The Proposal on Requesting the Company's General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2025 Restricted Stock Incentive Plan."
(4) On September 11, 2025, the company disclosed the "Self-examination Report on the Purchase and Sale of Company Stocks by Insiders and Incentive Targets of the Company's 2025 Restricted Stock Incentive Plan."
(5) On October 20, 2025, the company held the 26th meeting of the third board of directors and the 16th meeting of the third board of supervisors, and reviewed and approved the "Proposal on the First Grant of Restricted Stocks to the Incentive Objects of the 2025 Restricted Stock Incentive Plan". Relevant matters have been reviewed and approved at the fifth meeting of the Remuneration and Assessment Committee of the third board of directors of the company. The Remuneration and Assessment Committee of the Company's Board of Directors and the Board of Supervisors verified the list of incentive targets granted for the first time under this incentive plan and issued verification opinions. Shanghai AllBright Law Firm issued the corresponding legal opinion.
(6) On August 27, 2026, the company held the third meeting of the Remuneration and Assessment Committee of the fourth board of directors and the fourth meeting of the fourth board of directors, and reviewed and approved the "Proposal on Granting Reserved Restricted Stocks to Incentive Objects of the 2025 Restricted Stock Incentive Plan". The Remuneration and Appraisal Committee of the Company's Board of Directors verified the list of incentive targets reserved for the grant date and issued verification opinions. Shanghai AllBright Law Firm issued the corresponding legal opinion.
- Differences between the equity incentive plan implemented this time and the equity incentive plan reviewed and approved by the shareholders’ meeting
The content of the company's awards is consistent with the incentive plan reviewed and approved by the second extraordinary shareholders' meeting in 2025.
4. The board of directors’ explanation on whether this grant meets the grant conditions
According to the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as the "Administrative Measures") and the provisions of this incentive plan, when the following grant conditions are met at the same time, the company shall grant restricted stocks to the incentive recipients; conversely, if any of the following grant conditions are not met, the company shall not grant restricted shares to the incentive recipients.
(1) The company has not experienced any of the following situations:
The financial accounting report for 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;
The CPA issued an audit report with a negative opinion or a disclaimer of opinion on the internal control of the financial report in the most recent fiscal year;
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;
Equity incentives are not allowed according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.
(2) None of the following situations occurs to the incentive objects:
Those who have been deemed unsuitable candidates by the stock exchange in the past 12 months;
Have been deemed as inappropriate 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.
After careful verification, the company's board of directors determined that neither the company nor the incentive objects granted this time have any of the above circumstances, nor do there exist other circumstances that would prevent the award or become an incentive object. The reserved grant conditions of this incentive plan have been met.
5. Restricted stock reserved grant situation
(1) Reserved grant date: August 27, 2026
(2) Source of stock: The company’s A-share ordinary shares repurchased from the secondary market
(3) Reserved grant price: 7.90 yuan/share
(4) Number of people reserved for granting: 30 people
(5) Number of reserved grants: 333,100 shares, accounting for 0.17% of the current total share capital of the company
(6) The distribution of restricted stocks reserved for grant under this incentive plan among the various incentive objects is as shown in the following table:
Restricted shares granted Share of grant restrictions Share of reserved grant time serial number Name Position Number of votes Total number of restricted shares Total share capital of the company
(10,000 shares) Proportion of middle managers and core technology (business) backbones
33.31 18.79% 0.17% (30 people)
Total reserved grants 33.31 18.79% 0.17% 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 objects of this incentive plan do not include independent directors, nor shareholders or actual controllers of listed companies who individually or collectively hold more than 5% of the company's shares and their spouses, parents, and children.
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.
(7) The vesting arrangements for reserved restricted stocks are as shown in the following table:
Vesting Arrangement Vesting Time Vesting Ratio Starting from the first trading day 12 months after the date of reservation grant.
The first vesting period ends on the last trading day within 24 months from the date of reservation grant, when the 50.00%
From the first trading day 24 months after the date of reservation grant to
The second vesting period ends on the last trading day within 36 months from the date of reservation grant, when the 50.00%
(8) After the implementation of this incentive plan, it will not cause the company’s equity distribution to fail to meet the listing conditions.
6. Accounting treatment of restricted stocks and its impact on the company’s financial status
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 grant date and the vesting date based on the latest changes in the number of vestable persons, completion of performance indicators and other follow-up information, and 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.
(1) Fair value and determination method of restricted stocks
According to the Application Case of Accounting Standards for Business Enterprises "Application Case of Share-based Payment Standards - Grant of Restricted Stocks" issued by the Accounting Department of the Ministry of Finance, the measurement of share-based payment expenses for the second type of restricted stock shall be carried out with reference to stock options. The company chose the Black-Scholes model to calculate the fair value of the second type of restricted stock, and used this model to calculate the fair value of the 333,100 shares of restricted stock reserved for grant on August 27, 2026 (the reserved grant date). The specific parameters are selected as follows:
Target stock price: 10.24 yuan/share (the closing price of the company’s stock on August 27, 2026 is 10.24 yuan/share)
The validity periods are: 1 year and 2 years (the period from the grant date to the first vesting date of each period)
Historical volatility: 23.8412%, 26.6519% (using the annualized volatility of the Shenzhen Composite Index in the last one and two years respectively)
Risk-free interest rate: 1.50%, 2.10% (using the 1-year and 2-year deposit benchmark interest rates of financial institutions set by the People's Bank of China respectively)
Dividend rate: 0.00%.
(2) Estimated impact of the implementation of restricted stocks on operating performance in each period
The company determines the fair value of the reserved restricted stocks on the grant date based on relevant valuation tools, and ultimately recognizes the share-based payment expenses of this incentive plan. The total amount of these expenses as the incentive cost of the company's equity incentive plan will be recognized in installments according to the vesting ratio during the implementation of this incentive plan, and will be expensed in recurring profits and losses.
According to Chinese accounting standards and requirements, the amortization of the cost of restricted shares reserved for grant under this incentive plan and its impact on accounting costs in each period are as follows:
Total amortization fees reserved for granting restricted shares 2026 2027 2028
Number of votes (10,000 shares) Use (10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000 yuan)
33.31 94.08 28.58 50.63 14.86
The above results do not represent the final accounting costs. In addition 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 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 this incentive plan on the company's development is taken into account, thereby stimulating the enthusiasm of the management team, improving operating efficiency, and reducing agent costs, the company's performance improvement brought by this incentive plan will be much higher than the increase in expenses it brings.
- If the incentive objects are directors, senior managers, or shareholders holding more than 5% of the shares, a description of the purchase and sale of company stocks 6 months before the reserved grant date of restricted stocks.
The incentive objects reserved for granting under this incentive plan do not include the company’s directors, senior managers, and shareholders holding more than 5% of the shares.
8. Funding arrangements for incentive objects to subscribe for restricted stocks and pay personal income tax
The funds for the incentive objects to subscribe for restricted stocks and pay personal income tax are all self-raised. The company promises not to provide loans or any other form of financial assistance for the incentive objects to obtain relevant restricted stocks according to this incentive plan, including providing guarantees for their loans.
- Verification Opinions of the Remuneration and Assessment Committee of the Company’s Board of Directors on the List of Incentive Objects Reserved on the Grant Date The Remuneration and Assessment Committee of the Company’s Board of Directors reviewed the list of incentive objects granted this time and issued its verification opinions as follows:
(1) None of the intended incentive targets of this incentive plan have the following circumstances that prohibit them from becoming incentive targets as stipulated in Article 8 of the "Administrative Measures":
Determined as an unsuitable candidate by the stock exchange in the past 12 months;
Have been deemed as inappropriate 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 of the People's Republic of China;
Not allowed to participate in equity incentives of listed companies according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.
(2) The incentive objects reserved for this incentive plan include middle-level managers and core technology (business) backbones (excluding foreign employees) who were working in the company when the company announced this incentive plan. Incentive objects participating in this incentive plan do not include company directors, senior managers, independent directors, shareholders who individually or collectively hold more than 5% of the company's shares, the company's actual controllers and their spouses, parents, and children.
(3) The persons on the list of incentive targets reserved for this incentive plan are in compliance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China" and other laws, regulations and normative documents, as well as the qualifications stipulated in the "Articles of Association", and are in compliance with the "Administrative Measures" and "Shenzhen Stock Exchange GEM Stock Listing" The conditions for incentive objects stipulated in laws, regulations and normative documents such as "Rules" are in line with the scope of incentive objects stipulated in the company's "Incentive Plan (Draft)". Their subject qualifications as the incentive objects reserved for the company's incentive plan are legal and valid. The conditions for the incentive objects to be granted restricted stocks have been met.
In summary, the Remuneration and Assessment Committee of the company's board of directors believes that the incentive objects reserved for this incentive plan meet the conditions stipulated in relevant laws, regulations and normative documents, and the conditions set by the company for the incentive objects to be granted reserved restricted stocks have been met. It was agreed to use August 27, 2026 as the reserved grant date, and grant 333,100 reserved restricted shares to 30 incentive targets at a grant price of 7.90 yuan/share.
10. Concluding opinions of the legal opinion
Shanghai AllBright Law Firm believes that: as of the date of issuance of this legal opinion, Nanwang Technology has fulfilled the necessary approvals and authorizations at this stage for matters related to this grant, and is in compliance with the relevant provisions of the "Articles of Association", "Management Measures" and "Equity Incentive Plan (Draft)"; the grant date, incentive objects, number of grants and grant of this grant are The grant price complies with the relevant provisions of the "Administrative Measures" and the "Equity Incentive Plan (Draft)"; the grant conditions for this grant have been met, and the company's implementation of this grant complies with the relevant provisions of the "Administrative Measures" and the "Equity Incentive Plan (Draft)"; this grant still needs to continue to perform information disclosure obligations and handle stock grant registration and other matters in accordance with the law.
11. Documents for reference
Resolution of the fourth meeting of the fourth board of directors;
Resolution of the third meeting of the Remuneration and Appraisal Committee of the fourth board of directors;
Legal opinion from Shanghai AllBright Law Firm on the granting of reserved restricted stocks by Fujian Nanwang Environmental Protection Technology Co., Ltd. to the incentive recipients of the 2025 Restricted Stock Incentive Plan;
Announcement is hereby made.
Board of Directors of Fujian Nanwang Environmental Protection Technology Co., Ltd.
August 29, 2026