Table of Contents
Chapter 1 Definitions
Chapter 2 Statement
Chapter 3 Basic Assumptions
Chapter 4 Main Contents of the Incentive Plan
I. Scope and Allocation of Incentive Recipients
II. Number of Restricted Shares Granted
III. Validity Period, Grant Date, and Post-Grant Timeline of Restricted Shares
IV. Grant Price and Determination Method of Grant Price for Restricted Shares
V. Conditions for Grant and Vesting of Restricted Shares
VI. Other Contents of the Incentive Plan
Chapter 5 Independent Financial Advisor's Opinions
I. Verification Opinion on Whether the Restricted Stock Incentive Plan Complies with Laws and Regulations
II. Verification Opinion on the Feasibility of the Company Implementing the Stock Incentive Plan
III. Verification Opinion on the Scope and Qualifications of Incentive Recipients
IV. Verification Opinion on the Quota for Granting Equity Incentive Rights
V. Verification Opinion on the Determination Method of the Grant Price for Restricted Shares
VI. Verification Opinion on Whether the Company Provides Any Financial Assistance to Incentive Recipients
VII. Verification Opinion on Whether the Stock Incentive Plan Harms the Interests of the Company and All Shareholders
VIII. Financial Opinion on the Company's Implementation of the Stock Incentive Plan
IX. Opinion on the Impact of the Company's Implementation of the Stock Incentive Plan on the Company's Sustainable Operating Capacity and Shareholders' Equity
X. Opinion on the Reasonableness of the Company's Performance Appraisal System and Methods
XI. Other Matters to be Explained
Chapter 6 Documents for Reference and Contact Information
I. Documents for Reference
II. Contact Information
Chapter 1 Definitions
The terms and abbreviations in this financial advisor's report have the following meanings, unless otherwise indicated:
| Term | Definition |
|---|---|
| Yinbang Shares, Listed Company, This Company, Company | Yinbang Metal Composite Materials Co., Ltd. |
| Stock Incentive Plan, This Incentive Plan, This Plan | Yinbang Metal Composite Materials Co., Ltd. 2026 Restricted Stock Incentive Plan |
| Restricted Shares, Class II Restricted Shares | For satisfying the vesting conditions, incentive recipients purchase the company's A-shares at the arranged vesting schedule. |
| Incentive Recipients | Directors, senior management personnel, middle management personnel, and core technical (business) personnel employed by the company (excluding independent directors) who, according to the plan, receive restricted shares. |
| Validity Period | From the first grant date of the Class II restricted shares to the date all Class II restricted shares granted to the incentive recipients are vested or become invalid. |
| Grant Date | The date the company grants the equity to the incentive recipients. The grant date must be a trading day. |
| Grant Price | The price per share granted by the company to the incentive recipients for each restricted share. |
| Vesting Period | The period from the grant date of restricted shares to the first possible vesting date of each batch of restricted shares. |
| Vesting | The act of the company registering the granted shares into the incentive recipient's account after the incentive recipient satisfies the vesting conditions. |
| Vesting Conditions | The conditions set forth in this incentive plan that incentive recipients must satisfy to obtain the incentive shares. |
| Vesting Date | The date when the restricted stock incentive recipients satisfy the vesting conditions and the granted shares are registered. It must be a trading day. |
| "Company Law" | "Company Law of the People's Republic of China" |
| "Securities Law" | "Securities Law of the People's Republic of China" |
| "Management Measures" | "Management Measures for Stock Incentives of Listed Companies" |
| "Listing Rules" | "Shenzhen Stock Exchange ChiNext Stock Listing Rules" |
| "Self-Regulatory Guidelines" | "Shenzhen Stock Exchange ChiNext Listed Company Self-Regulatory Guidelines No. 1 - Business Handling" |
| "Articles of Association" | "Articles of Association of Yinbang Metal Composite Materials Co., Ltd." |
| China Securities Regulatory Commission (CSRC) | China Securities Regulatory Commission |
| Stock Exchange | Shenzhen Stock Exchange |
| RMB, Ten Thousand RMB | RMB, Ten Thousand RMB |