[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)
June 2026
Statement
The Company and all directors guarantee that this incentive plan and its summary contain no false records, misleading statements, or major 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", "Company", or "this Company") in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Administrative Measures for Equity Incentives of Listed Companies", "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 — 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 to be granted under this Incentive Plan is 20.92 million units, involving RMB A-share common stock, accounting for 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 granted for the first time, accounting for approximately 97.18% of the total equity to be granted and 2.82% of the Company's total share capital on the announcement date. The reserved portion is 0.59 million units, accounting for approximately 2.82% of the total equity to be granted and 0.08% of the Company's total share capital on the announcement date. Details are as follows:
(1) Stock Option Incentive Plan: The Company intends to grant 12.85 million stock options to incentive targets, involving RMB A-share common stock, accounting for approximately 1.78% of the Company's total share capital on the announcement date. Of this, 12.437 million units are granted for the first time, accounting for approximately 96.79% of the total stock options to be granted and 1.72% of the Company's total share capital on the announcement date. The reserved portion is 0.413 million units, accounting for approximately 3.21% of the total stock options to be granted and 0.06% of the Company's total share capital on the announcement date. Each stock option granted under this plan carries the right to purchase 1 share of the Company's RMB A-share common stock at the exercise price during the exercise period, provided that the vesting conditions and arrangements are met.
(2) Restricted Stock Incentive Plan: The Company intends to grant 8.07 million restricted shares to incentive targets, involving RMB A-share common stock, accounting for approximately 1.12% of the Company's total share capital of 721.491877 million shares on the announcement date. Of this, 7.893 million shares are granted for the first time, accounting for approximately 97.81% of the total restricted shares to be granted and 1.09% of the Company's total share capital on the announcement date. The reserved portion is 0.177 million shares, accounting for approximately 2.19% of the total restricted shares to be granted and 0.02% of the Company's total share capital on the announcement date.
The total number of underlying shares involved in all equity incentive plans of the Company within the validity period does not exceed 10% of the Company's total share capital. The total number of company shares granted to any single incentive target through all equity incentive plans within the validity period does not exceed 1% of the Company's total share capital. The reserved equity ratio does not exceed 20% of the total equity to be granted under this Incentive Plan.