JA Solar Technology: Announcement on Cancellation of Some Stock Options of the 2025 Stock Option Incentive Plan
Securities code: 002459 Securities abbreviation: JA Solar Announcement number: 2026-058
Bond code: 127089 Bond abbreviation: JA Solar Convertible Bonds
JA Solar Technology Co., Ltd.
Announcement on Cancellation of Partial Stock Options of the 2025 Stock Option Incentive Plan
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.
JA Solar Technology Co., Ltd. (hereinafter referred to as the "Company") held the eighth meeting of the seventh board of directors on September 14, 2026, and reviewed and approved the "Proposal on Cancellation of Partial Stock Options of the 2025 Stock Option Incentive Plan". The relevant matters are now announced as follows:
1. Relevant approval procedures and information disclosure status of this incentive plan
On August 22, 2025, the company held the 43rd meeting of the sixth board of directors and reviewed and approved the "Proposal on the <2025 Stock Option Incentive Plan (Draft)> and its Summary", the "Proposal on Formulating the <2025 Stock Option Incentive Plan Implementation Assessment and Management Measures>", the "Proposal on Requesting the Shareholders Meeting to Authorize the Board of Directors to Handle Matters Related to the 2025 Stock Option Incentive Plan" and "On the Convening Proposal of the Fourth Extraordinary Shareholders Meeting in 2025. For details, please refer to the "Announcement on the Resolution of the 43rd Meeting of the Sixth Board of Directors" and other relevant disclosure documents disclosed on the cninfo.com (www.cninfo.com.cn).
On August 22, 2025, the company held the 24th meeting of the sixth board of supervisors, and reviewed and approved the "Proposal on the <2025 Stock Option Incentive Plan (Draft)> and its Summary", the "Proposal on Formulating the <2025 Stock Option Incentive Plan Implementation Assessment and Management Measures>" and the "Proposal on Verifying the List of Incentive Objects of the Company's 2025 Stock Option Incentive Plan". For details, please refer to the "Announcement on Resolutions of the 24th Meeting of the Sixth Supervisory Board" disclosed on the cninfo.com (www.cninfo.com.cn) and other relevant disclosure documents.
On September 3, 2025, the company announced the "Verification Opinions and Disclosure Statement of the Compensation and Assessment Committee of the Board of Directors of JA Solar Technology Co., Ltd. on the List of Incentive Objects of the 2025 Stock Option Incentive Plan". The company announced the "List of Incentive Objects of the 2025 Stock Option Incentive Plan" through the company's OA system on August 23, 2025. The publicity period is from August 23, 2025 to 2025. As of September 1, during the public announcement period, employees can provide feedback to the Remuneration and Appraisal Committee of the Board of Directors. During the public announcement period, the Remuneration and Appraisal Committee of the Board of Directors received inquiries from individual employees on issues such as the scope and standards of incentive objects. The Remuneration and Appraisal Committee of the Board of Directors, the human resources department and the business department explained relevant issues to employees. Regarding the legality and compliance of the qualifications of the incentive objects in the above list, the Remuneration and Appraisal Committee of the Board of Directors did not receive any objection feedback.
On September 8, 2025, the company held The fourth extraordinary shareholders' meeting in 2025 reviewed and approved the "Proposal on the <2025 Stock Option Incentive Plan (Draft)> and its Summary", the "Proposal on Formulating the <2025 Stock Option Incentive Plan Implementation Assessment and Management Measures>" and the "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to handle "Proposal on Managing Matters Related to the 2025 Stock Option Incentive Plan", the company's implementation of this incentive plan has been approved by the shareholders' meeting, and the board of directors is authorized to determine the stock option grant date, grant stock options to the incentive objects when they meet the conditions, and handle all matters necessary for the grant of stock options. For details, see The "Announcement on Resolutions of the Fourth Extraordinary General Meeting of Shareholders of JA Solar Technology Co., Ltd. in 2025" was disclosed on the cninfo.com (www.cninfo.com.cn) on September 9, 2025. On the same day, the company disclosed the "Self-examination Report on the Purchase and Sale of Company Stocks by Insiders and Incentive Targets of the 2025 Stock Option Incentive Plan."
On September 19, 2025, the company held the 44th meeting of the sixth board of directors and the 25th meeting of the sixth board of supervisors, and reviewed and approved the "Proposal on Adjusting the List and Number of Granted Incentive Objects of the 2025 Stock Option Incentive Plan" and the "Proposal on Granting Stock Options to the Incentive Objects of the 2025 Stock Option Incentive Plan"; the Compensation and Assessment Committee of the Board of Directors has issued the "Verification Opinions on the List of Incentive Objects (Grant Date) of the 2025 Stock Option Incentive Plan". In view of the fact that one of the incentive targets identified in the "JA Solar Technology Co., Ltd. 2025 Stock Option Incentive Plan (Draft)" no longer meets the conditions for becoming an incentive target due to resignation, the company convened the Board of Directors and the Supervisory Board to make corresponding adjustments to the list of incentive targets and the number of grants for this incentive plan. After the adjustment, the number of incentive targets under this incentive plan was adjusted from 1,975 to 1,974; the total number of stock options granted under this incentive plan was adjusted from 161,776,185 to 161,746,185.
On October 31, 2025, the company completed the registration of stock option grant for the 2025 stock option incentive plan. After the grant date was determined, 48 incentive targets resigned or gave up the stock options planned to be granted by the company. In the end, the number of incentive targets who actually completed registration was adjusted from 1,974 to 1,926, and the total number of stock options granted was adjusted from 161,746,185 to 161,698,185.
On September 14, 2026, the company held the eighth meeting of the seventh board of directors, and reviewed and approved the "Proposal on Cancellation of Partial Stock Options in the 2025 Stock Option Incentive Plan". The company's Compensation and Assessment Committee verified the number of canceled stock options, the list of incentive objects, and the list of exercisable incentive objects and issued verification opinions.
2. Reasons and quantities for canceling some stock options under this incentive plan
According to the company's "2025 Stock Option Incentive Plan (Draft)" and "2025 Stock Option Incentive Plan Implementation Assessment and Management Measures", in view of the fact that 178 incentive objects granted by this incentive plan are no longer eligible for incentive objects due to resignation and other reasons, 15,740,070 stock options are planned to be canceled by the company; according to the results of the individual-level performance assessment of the incentive objects, the incentives granted by this incentive plan The personal performance assessment results of the 28 incentive objects in the first exercise period were "B-", and the exercisable ratio in this period is 50%. The 494,525 stock options that did not meet the standard are planned to be canceled by the company. In summary, a total of 16,234,595 stock options are planned to be canceled by the company.
3. The impact of this cancellation on the company
This cancellation will not affect the continued implementation of this incentive plan, will not have a significant impact on the company's financial status and operating performance, nor will it affect the enthusiasm and stability of the company's management team. The company has reversed the share-based payment expenses for the canceled shares that have been accumulated in the previous period in accordance with the Accounting Standards for Business Enterprises, and will not subsequently recognize the share-based payment expenses corresponding to the canceled shares. The company's management team will continue to work diligently and conscientiously to perform their job responsibilities and try their best to create value for shareholders.
4. Opinions of the Remuneration and Appraisal Committee
The company's cancellation of some stock options in the 2025 stock option incentive plan this time complies with the requirements of the company's "2025 Stock Option Incentive Plan (Draft)" and "Measures for the Implementation Assessment and Management of the 2025 Stock Option Incentive Plan" and relevant laws and regulations. There is no harm to the interests of shareholders, and the necessary approval procedures have been fulfilled, which is legal and effective. Agree with the company's cancellation of some stock options in the 2025 stock option incentive plan.
5. Concluding opinions of the legal opinion
Beijing King & Wood Mallesons believes that: as of the date of issuance of this legal opinion, the company has obtained the necessary approvals and authorizations for this cancellation at this stage, and complies with the relevant provisions of the "Administrative Measures", "Articles of Association" and "Incentive Plan (Draft)"; the company still needs to fulfill its information disclosure obligations in accordance with the law and handle the share cancellation registration procedures for this cancellation.
6. Documents for reference:
Resolution of the fourth meeting of the company’s seventh board of directors.
Verification opinions of the Remuneration and Assessment Committee of the Board of Directors on matters related to the company’s 2025 stock option incentive plan.
Beijing King & Wood Mallesons’ legal opinion on the fulfillment of the exercise conditions for the first exercise period of JA Solar Technology Co., Ltd.’s 2025 stock option incentive plan and matters related to the cancellation of some stock options.
Announcement is hereby made.
JA Solar Technology Co., Ltd. Board of Directors
September 15, 2026