Stock Abbreviation: Shouhua Gas
Stock Code: 300483
Shouhua Gas Technology (Shanghai) Co., Ltd.
2026 Stock Appreciation Rights Incentive Plan
(Draft)
July 2026
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 assume individual and joint legal liability for the authenticity, accuracy, and completeness of the contents of this incentive plan.
Special Notice
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This incentive plan is formulated 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, the Shenzhen Stock Exchange GEM Stock Listing Rules, the Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Guidelines No. 1 — Business Handling, the Articles of Association of Shouhua Gas Technology (Shanghai) Co., Ltd., and other relevant regulations.
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The incentive tool for this plan is stock appreciation rights. Stock appreciation rights do not involve actual shares. Using the Company's RMB A-share common stock as the virtual stock underlying, one stock appreciation right corresponds to one A-share common stock. Provided that performance assessment targets are met, the unit where the incentive recipient is employed shall pay the difference between the payment price and the exercise price in cash (the payment price must be greater than the exercise price), and this difference constitutes the incentive amount.
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The total number of stock appreciation rights granted under this incentive plan is 7.3625 million units, accounting for 1.91% of the Company's total share capital at the time of the announcement of this incentive plan. Among them, 5.89 million units are granted for the first time, accounting for 1.53% of the Company's total share capital at the time of the announcement and 80.00% of the total stock appreciation rights granted; 1.4725 million units are reserved, accounting for 0.38% of the Company's total share capital at the time of the announcement and 20.00% of the total stock appreciation rights granted.
The Company's 2024 Restricted Stock Incentive Plan and 2025 Restricted Stock Incentive Plan are still in the implementation process. As of the date of the announcement of this incentive plan draft, the total number of company shares involved in all of the Company's equity incentive plans within the validity period does not exceed 20.00% of the Company's total share capital at the time of the announcement of this incentive plan; the cumulative number of company shares granted to any single incentive recipient through all equity incentive plans within the validity period does not exceed 1.00% of the Company's total share capital at the time of the announcement of this incentive plan.
From the date of the announcement of this incentive plan until the exercise of the stock appreciation rights granted to the incentive recipients, if the Company undergoes capital reserve capitalization, stock dividend distribution, stock splits, rights issues, or share consolidations, the number of stock appreciation rights granted shall be adjusted accordingly.
- The number of incentive recipients for the initial grant under this incentive plan does not exceed 11 people, including the Company's directors, senior management, and business/technical backbones and key/core position employees of the Company (including subsidiaries), excluding independent directors of the Company. This complies with the provisions of Article 8.4.2 of the Shenzhen Stock Exchange GEM Stock Listing Rules, and there are no circumstances that disqualify them from being incentive recipients:
(1) Having been identified as an inappropriate candidate by a stock exchange in the last 12 months;
(2) Having been identified as an inappropriate candidate by the CSRC and its dispatched agencies in the last 12 months;
(3) Having been subject to administrative penalties or market entry bans by the CSRC and its dispatched agencies in the last 12 months due to major violations of laws and regulations;
(4) Having circumstances stipulated by the Company Law that prohibit serving as a director or senior manager of a company;
(5) Being prohibited from participating in equity incentives of listed companies as stipulated by laws and regulations;
(6) Other circumstances recognized by the CSRC.