Securities Code: 002825
Securities Abbreviation: Nar Stock
Announcement No.: 2026-046
Shanghai Nar Industrial Co., Ltd.
Announcement on Repurchasing and Cancelling Partially Granted but Unvested Restricted Shares
The company and all members of the board of directors guarantee the content of the information disclosed is true, accurate, and complete, and there are no false records, misleading statements, or major omissions.
Shanghai Nar Industrial Co., Ltd. (hereinafter referred to as the "Company") held the third meeting of the Sixth Board of Directors on August 7, 2026, and deliberated and passed the "Proposal on Repurchasing and Cancelling Partially Granted but Unvested Restricted Shares." It was agreed to repurchase and cancel 80,000 restricted shares granted but not yet vested held by Cheng Jun, a former incentive recipient who is no longer eligible due to resignation. At the same time, the board of directors believes that the company's 2025 performance did not meet the 100% vesting condition for the first vesting period of the initial grant under the "2025 Restricted Stock Incentive Plan (Draft)". It was agreed to repurchase and cancel 36.9606 million restricted shares from the initial grant of the 2025 Restricted Stock Incentive Plan whose first vesting period did not meet the vesting conditions. In accordance with the "Company Law," the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as the "Measures"), and other relevant laws and regulations, the matter of repurchasing and cancelling part of the restricted shares needs to be submitted to the company's shareholders' meeting for deliberation. The relevant matters are hereby explained as follows:
I. Implementation of the Company's 2025 Restricted Stock Incentive Plan
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On April 21, 2025, the company held the fifteenth meeting of the Fifth Board of Directors, which deliberated and passed the "Proposal on the '2025 Restricted Stock Incentive Plan (Draft)' and its Summary," the "Proposal on the '2025 Restricted Stock Incentive Plan Performance Assessment and Management Measures'," and the "Proposal to Authorize the Board of Directors to Handle Matters Related to the Company's 2025 Restricted Stock Incentive Plan at the Shareholders' Meeting." The Remuneration and Assessment Committee of the Fifth Board of Directors of the Company issued a clear and affirmative review opinion on the matters related to this incentive plan.
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From April 22, 2025, to May 1, 2025, the company publicly disclosed the list of proposed incentive recipients for this incentive plan on the Juchao Information Network and internally. During the disclosure period, the company's supervisory board did not receive any objections from any organization or individual regarding the proposed incentive recipients for the company's incentive plan. On May 6, 2025, the company disclosed the "Explanation on the Supervisory Board's Review Opinion and Public Disclosure of the List of Proposed Incentive Recipients for the Initial Grant of the 2025 Restricted Stock Incentive Plan" (Announcement No.: 2025-028).
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On May 13, 2025, the company's 2024 Annual Shareholders' Meeting deliberated and passed the "Proposal on the '2025 Restricted Stock Incentive Plan (Draft)' and its Summary," the "Proposal on the '2025 Restricted Stock Incentive Plan Performance Assessment and Management Measures'," and the "Proposal to Authorize the Board of Directors to Handle Matters Related to the Company's 2025 Restricted Stock Incentive Plan at the Shareholders' Meeting."
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On June 25, 2025, the company held the seventeenth meeting of the Fifth Board of Directors, which deliberated and passed the "Proposal on Adjusting Matters Related to the 2025 Restricted Stock Incentive Plan" and the "Proposal to Grant Initial Restricted Shares to Incentive Recipients of the 2025 Restricted Stock Incentive Plan." The Remuneration and Assessment Committee of the Fifth Board of Directors of the Company issued a clear and affirmative review opinion on this matter. The law firm issued a legal opinion.