Statement
The Board of Directors and all directors of the Company guarantee that the information disclosed in this announcement contains no false or misleading statements or significant omissions, and they shall bear legal responsibility for the truthfulness, accuracy, and completeness of its contents.
All incentive recipients of the Company undertake that if the Company's information disclosure documents contain false or misleading statements or significant omissions, leading to non-compliance with the equity grant or vesting/exercise arrangements, the incentive recipients shall return all benefits obtained under this incentive plan to the Company after such false or misleading statements or significant omissions are confirmed.
Special Notes
I. The "Xingyun Technology Co., Ltd. 2026 First Phase Equity Incentive Plan (Draft)" (hereinafter referred to as the "Plan") is formulated by Xingyun Technology Co., Ltd. (hereinafter referred to as "Xingyun Technology", "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" issued by the China Securities Regulatory Commission, the "Listing Rules of the Shenzhen Stock Exchange for GEM Companies", and other relevant laws, administrative regulations, normative documents, and the "Articles of Association of Xingyun Technology Co., Ltd.", etc.
II. The incentive tools adopted in this Plan include Class II restricted shares and stock options. The source of the shares is ordinary RMB A shares of the Company issued by the Company to the incentive recipients on a targeted basis.
III. The equity incentives (Class II restricted shares and stock options) proposed to be granted to incentive recipients under this Plan shall not exceed 92.8636 million shares in total, accounting for 10.00% of the Company's total share capital of 928,636,126 shares prior to the announcement of this Plan's draft. The grant details are as follows:
(I) Class II Restricted Share Incentive Plan: The Company proposes to grant 18.61 million Class II restricted shares to incentive recipients, accounting for approximately 2.00% of the Company's total share capital at the time of the announcement of this Plan's draft, and 20.04% of the total equity incentives to be granted under this Plan.
(II) Stock Option Incentive Plan: The Company proposes to grant 74.2536 million stock options to incentive recipients, accounting for approximately 8.00% of the Company's total share capital at the time of the announcement of this Plan's draft, and 79.96% of the total equity incentives to be granted under this Plan.
As of the date of announcement of this Plan's draft, the total number of underlying shares involved in all equity incentive plans within their validity period does not exceed 20.00% of the Company's total share capital at the time this Plan is submitted to the shareholders' meeting. The cumulative number of shares granted to any single incentive recipient under all equity incentive plans within their validity period does not exceed 1.00% of the Company's total share capital.
IV. The grant price for the Class II restricted shares under this Plan is RMB 13.15 per share, and the exercise price for the stock options is RMB 26.31 per option.
V. This Plan grants incentives to 223 individuals, including directors, senior management personnel, and core technical staff employed by the Company (including its subsidiaries, hereinafter referred to as "the Company") at the time of this Plan's announcement.
VI. Validity Period of the Plan
The validity period of this Plan shall be from the date of equity grant until all equities are vested/exercised or become void/invalid/cancelled, with a maximum duration of 36 months.
VII. The funding source for this Plan is the legal self-raised funds of the incentive recipients. The Company undertakes not to provide loans, loan guarantees, or any other form of financial assistance to the incentive recipients for obtaining equity under this Plan.