Special Reminder:
- A total of 533 incentive objects meet the vesting conditions for the second category of restricted stock, including 353 from the initial grant and 247 from the reserved grant, with an overlap of 67 individuals.
- The number of shares to be vested in this second category of restricted stock is 1,744,890 shares, accounting for 0.22% of the company's total share capital.
- Source of vested shares: The company will issue A-share common stock to the incentive objects.
- Vesting price: 18.51 yuan/share.
Suzhou Tianfu Optical Communication Co., Ltd. (hereinafter referred to as "the Company" or "Tianfu Communication") held the tenth meeting of the fifth board of directors on April 6, 2026, to review the proposal on the achievement of conditions for the second vesting period of the 2023 Restricted Stock Incentive Plan (hereinafter referred to as "the Incentive Plan"). The board agreed that the conditions for the second vesting period of the initial grant and the first vesting period of the reserved grant have been met, and approved the handling of the vesting of 1,744,890 shares of the second category of restricted stock for the 533 eligible incentive objects. The specific details are announced as follows:
I. Overview of the Implementation of the 2023 Restricted Stock Incentive Plan
(1) Main Content and Implementation Procedures of the Equity Incentive Plan
- Main content of the 2023 Restricted Stock Incentive Plan
The company and all members of the board guarantee that the information disclosed is true, accurate, and complete, without false records, misleading statements, or major omissions. The draft of the "2023 Restricted Stock Incentive Plan" (hereinafter referred to as "the Incentive Plan Draft") and its summary have been approved by the fourteenth meeting of the fourth board of directors, the fourteenth meeting of the fourth supervisory board, and the third extraordinary general meeting of shareholders in 2023. The main contents are as follows:
- (1) Source of shares: The company will issue A-share common stock to the incentive objects as the source of shares for this incentive plan.
- (2) Number of grants: The number of restricted stocks granted to incentive objects is 3 million shares (before adjustment), accounting for 0.7597% of the company's total share capital of 394,886,777 shares on the announcement date of the incentive plan draft. Among them, the initial grant of restricted stocks is 2.523 million shares (before adjustment), approximately 0.6389% of the total share capital; the reserved grant of restricted stocks is 477,000 shares, approximately 0.1208% of the total share capital.
- (3) Grant price: The grant price for the initial part of the restricted stocks is 39.66 yuan/share (before adjustment), and the grant price for the reserved part is the same as that of the initial grant. After meeting the grant and vesting conditions, the incentive objects can purchase the company's A-share common stock at the price of 39.66 yuan (before adjustment) per share.
- (4) Number of incentivized individuals: A total of 400 individuals are included in the initial grant, and 283 individuals in the reserved grant, including directors, senior management, and core technical (business) personnel (including foreign employees) who were employed by the company (including subsidiaries) at the time of the announcement of this incentive plan.
- (5) Vesting arrangements: The vesting schedule for the initial grant of restricted stocks is as follows:
| Vesting Arrangement | Vesting Period | Vesting Ratio |
|---|---|---|
| First Vesting Period | From the first trading day after 12 months from the initial grant to the last trading day within 24 months from the initial grant | 40% |
| Second Vesting Period | From the first trading day after 24 months from the initial grant to the last trading day within 36 months from the initial grant | 30% |
| Third Vesting Period | From the first trading day after 36 months from the initial grant to the last trading day within 48 months from the initial grant | 30% |