[Chart: Sinomine Resource Group Logo]
Stock Abbreviation: Sinomine Resource
Stock Code: 002738
Sinomine Resource Group Co., Ltd.
2026 Stock Option and Restricted Stock Incentive Plan (Draft) Summary
June 2026
Declaration
The Company and all members of the Board of Directors guarantee that this incentive plan and its summary contain no false records, misleading statements, or material omissions, and assume individual and joint legal liability for their authenticity, accuracy, and completeness.
Special Notice
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The "Sinomine Resource Group Co., Ltd. 2026 Stock Option and Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan") is formulated by Sinomine Resource Group Co., Ltd. (hereinafter referred to as "Sinomine Resource," "the Company," or "this Company") 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 Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Guidelines No. 1 for Self-Regulation of Listed Companies on the Shenzhen Stock Exchange—Business Handling, and other relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of Sinomine Resource Group Co., Ltd.
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This Incentive Plan consists of two parts: a stock option incentive plan and a restricted stock incentive plan. The source of the underlying shares is the Company's RMB A-share common stock issued to the incentive targets.
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The total equity proposed to be granted under this Incentive Plan is 20.92 million units, involving RMB A-share common stock, representing approximately 2.90% of the Company's total share capital of 721.491877 million shares on the announcement date of the draft. Of this, 20.33 million units are to be granted initially, accounting for approximately 97.18% of the total equity proposed to be granted and 2.82% of the total share capital. The reserved portion is 0.59 million units, accounting for approximately 2.82% of the total equity proposed to be granted and 0.08% of the total share capital. Details are as follows:
(1) Stock Option Incentive Plan: The Company proposes to grant 12.85 million stock options, representing approximately 1.78% of the total share capital. The initial grant is 12.437 million units, accounting for 96.79% of the total options and 1.72% of the total share capital. The reserved portion is 0.413 million units, accounting for 3.21% of the total options and 0.06% of the total share capital. Each stock option grants the right to purchase 1 share of the Company's RMB A-share common stock at the exercise price during the exercise period, subject to meeting vesting conditions.
(2) Restricted Stock Incentive Plan: The Company proposes to grant 8.07 million restricted shares, representing approximately 1.12% of the total share capital of 721.491877 million shares. The initial grant is 7.893 million shares, accounting for 97.81% of the total restricted shares and 1.09% of the total share capital. The reserved portion is 0.177 million shares, accounting for 2.19% of the total restricted shares and 0.02% of the total share capital.
The total number of underlying shares involved in all equity incentive plans within the validity period shall not exceed 10% of the Company's total share capital. The cumulative number of company shares granted to any single incentive target under all equity incentive plans within the validity period shall not exceed 1% of the total share capital. The proportion of reserved equity shall not exceed 20% of the total equity proposed to be granted.
If the Company undergoes capital reserve conversion, stock dividends, stock splits or consolidations, or rights issues between the announcement date of the draft and the completion of exercise or registration, the number of stock options and restricted shares will be adjusted accordingly.