Company Statement
The Company and all Directors guarantee that the contents of this Incentive Plan do not contain any false records, misleading statements, or major omissions, and shall bear legal responsibility for the truthfulness, accuracy, and completeness of their contents according to law.
All incentive recipients of the Company undertake: If the information disclosure documents of Dalian Intelligent Cloud Automation Equipment Co., Ltd.'s 2026 Restricted Stock Incentive Plan contain false records, misleading statements, or major omissions, leading to non-compliance with the conditions for granting or vesting of restricted stocks, the unvested restricted stocks shall be repurchased and cancelled uniformly by Dalian Intelligent Cloud Automation Equipment Co., Ltd. If the incentive recipient has already vested the restricted stocks they were granted, they undertake to return all vested benefits to Dalian Intelligent Cloud Automation Equipment Co., Ltd.
Special Notes
I. The "Dalian Intelligent Cloud Automation Equipment Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan" or "the Plan") is formulated 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 GEM Stock Listing Rules," and "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Management Guide No. 1 – Business Handling," and other relevant laws, regulations, normative documents, and the "Articles of Association of Dalian Intelligent Cloud Automation Equipment Co., Ltd."
II. The incentive instrument adopted by this Incentive Plan is restricted stock (Class I restricted stock). The source of the stock is the ordinary shares of Class A issued by Dalian Intelligent Cloud Automation Equipment Co., Ltd. (hereinafter referred to as the "Company," "this Company," "the Listed Company," or "Zhiyun Shares") to the incentive recipients.
III. The total number of restricted shares proposed to be granted to incentive recipients under this Incentive Plan is 13.7700 million shares, accounting for approximately 4.7721% of the Company's total share capital of 28,854.9669 million shares as of the announcement date of the Incentive Plan draft. Among them, the initial grant is 11.0200 million shares, accounting for approximately 3.8191% of the Company's total share capital of 28,854.9669 million shares as of the announcement date of the Incentive Plan draft, and accounting for 80.0290% of the total equity to be granted in the initial grant. The reserved portion is 2.7500 million shares, accounting for approximately 0.9530% of the Company's total share capital of 28,854.9669 million shares as of the announcement date of the Incentive Plan draft, and accounting for 19.9710% of the total equity to be granted in the reserved portion.
As of the announcement date of the Incentive Plan draft, the total number of shares involved in all equity incentive plans of the Company that are still in effect does not exceed 20% of the Company's total share capital. The total number of shares of the Company granted to any single incentive recipient through all equity incentive plans in effect does not exceed 1% of the Company's total share capital.
IV. The grant price for restricted shares granted to incentive recipients under this Incentive Plan is RMB 4.67 per share (including the initial grant and the reserved grant).
V. If the Company undergoes capital reserve to increase share capital, distributes stock dividends, splits or consolidates shares, makes rights issues, or distributes dividends during the period from the announcement date of this Incentive Plan to the registration of restricted shares for incentive recipients, the grant price or the number of granted restricted shares will be adjusted accordingly based on this Incentive Plan.
VI. The initial grant under this Incentive Plan is proposed to be granted to a total of 60 incentive recipients, including directors, senior management personnel, middle management personnel, and core technical (business) backbones of the Company (including its holding subsidiaries) at the time of the announcement of this Incentive Plan, and other employees whom the Company deems should be incentivized.