Stock Code: 002664 Stock Abbreviation: Xinzhi Group Announcement No.: 2026-034
Xinzhi Group Co., Ltd.
2026 Stock Option Incentive Plan
(Draft) Abstract
August 2026
Statement
Xinzhi Group Co., Ltd. (hereinafter referred to as the "Company") and all directors guarantee that the "Xinzhi Group Co., Ltd. 2026 Stock Option Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan") and its abstract do not contain any false records, misleading statements, or major omissions, and assume individual and joint legal liability for their authenticity, accuracy, and completeness.
All incentive recipients of the Company undertake that if the Company's information disclosure documents contain false records, misleading statements, or major omissions, resulting in non-compliance with the arrangements for granting or exercising rights, the incentive recipients shall return all benefits obtained from this Incentive Plan to the Company after the relevant information disclosure documents are confirmed to contain such false records, misleading statements, or major omissions.
Special Notice
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This Incentive Plan is formulated in accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Administrative Measures for Equity Incentives of Listed Companies," the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 — Business Handling," and other relevant laws, administrative regulations, normative documents, and the "Articles of Association of Xinzhi Group Co., Ltd."
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The Company does not fall under the circumstances prohibited from implementing equity incentives as stipulated in Article 7 of the "Administrative Measures for Equity Incentives of Listed Companies."
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The incentive recipients of this Incentive Plan do not fall under the circumstances prohibited from becoming incentive recipients as stipulated in Article 8 of the "Administrative Measures for Equity Incentives of Listed Companies."
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The incentive tool adopted in this Incentive Plan is stock options. The source of the shares is the Company's A-share common shares issued to the incentive recipients on a directional basis.
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The total number of stock options intended to be granted to the incentive recipients under this Incentive Plan is 9.00 million units, accounting for approximately 2.20% of the Company's total share capital of 408.20 million shares at the time of the announcement of this Incentive Plan draft. This grant is a one-time grant with no reserved interests.
As of the announcement date of this Incentive Plan draft, the Company is simultaneously implementing the 2024 Stock Option Incentive Plan. A brief summary of its implementation is as follows: In 2024, the Company announced and implemented the 2024 Stock Option Incentive Plan; on May 16, 2024, the Company completed the registration of the granted rights. As of the disclosure date of this Incentive Plan draft, a total of 1.8036 million units of rights granted under the 2024 Stock Option Incentive Plan remain within their validity period.
The total number of underlying shares involved in all of the Company's equity incentive plans within their validity period does not exceed 10% of the Company's current total share capital. The cumulative number of company shares granted to any single incentive recipient through all equity incentive plans within their validity period does not exceed 1% of the Company's current total share capital.
From the date of the announcement of this Incentive Plan until the completion of the exercise of stock options by the incentive recipients, if the Company undergoes capital reserve capitalization, distribution of stock dividends, stock splits or consolidations, rights issues, or other such matters, the number of stock options and the total number of underlying shares involved will be adjusted accordingly.
- The exercise price of the stock options granted under this Incentive Plan is 12.00 yuan per unit. Subject to meeting the exercise conditions, each stock option granted to the incentive recipient confers the right to purchase 1 share of the Company's stock at the exercise price within the validity period.