Stock Abbreviation: Sinomine Resource
Stock Code: 002738
Sinomine Resource Group Co., Ltd.
2026 Stock Option and Restricted Stock Incentive Plan
July 2026
Statement
The Company and all directors guarantee that this incentive plan and its summary do not contain any 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" (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", "Stock Listing Rules of the Shenzhen Stock Exchange", "Self-Regulatory Guidelines for Listed Companies of the Shenzhen Stock Exchange 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 includes 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 number of equity interests 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 date of the announcement of the draft Incentive Plan. Of this, 20.33 million units are to be granted initially, representing approximately 97.18% of the total equity proposed to be granted under this Incentive Plan and approximately 2.82% of the Company's total share capital on the date of the announcement of the draft Incentive Plan; 0.59 million units are reserved, representing approximately 2.82% of the total equity proposed to be granted under this Incentive Plan and approximately 0.08% of the Company's total share capital on the date of the announcement of the draft Incentive Plan. Details are as follows:
(1) Stock Option Incentive Plan: The Company proposes to grant 12.85 million stock options to incentive targets, involving RMB A-share common stock, representing approximately 1.78% of the Company's total share capital on the date of the announcement of the draft Incentive Plan. Of this, 12.437 million units are to be granted initially, representing approximately 96.79% of the total stock options proposed to be granted under this Incentive Plan and approximately 1.72% of the Company's total share capital on the date of the announcement of the draft Incentive Plan; 0.413 million units are reserved, representing approximately 3.21% of the total stock options proposed to be granted under this Incentive Plan and approximately 0.06% of the Company's total share capital on the date of the announcement of the draft Incentive Plan. Each stock option granted under this Incentive Plan provides 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 the vesting conditions and arrangements.
(2) Restricted Stock Incentive Plan: The Company proposes to grant 8.07 million restricted shares to incentive targets, involving RMB A-share common stock, representing approximately 1.12% of the Company's total share capital of 721.491877 million shares on the date of the announcement of the draft Incentive Plan. Of this, 7.893 million shares are to be granted initially, representing approximately 97.81% of the total restricted shares proposed to be granted under this Incentive Plan and approximately 1.09% of the Company's total share capital on the date of the announcement of the draft Incentive Plan; 0.177 million shares are reserved, representing approximately 2.19% of the total restricted shares proposed to be granted under this Incentive Plan and approximately 0.02% of the Company's total share capital on the date of the announcement of the draft Incentive Plan.