温氏食品集团股份有限公司（hereinafter referred to as "the Company"）and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, without any false records, misleading statements, or major omissions.
The Company held the fifteenth meeting of the fifth Board of Directors on June 1, 2026, and approved the proposal regarding the achievement of unlocking conditions for the third lock-up period of the 2023 Employee Stock Ownership Plan (hereinafter referred to as "the Plan"). The Board believes that the unlocking conditions for the third lock-up period of the 2023 Employee Stock Ownership Plan have been met, with a total of 4.5564 million shares to be unlocked, accounting for 40% of the total shares in the Plan and 0.07% of the Company's total share capital. The actual number of shares unlocked for holders is 3.72976 million shares. The relevant matters are announced as follows:
I. Basic Information of the 2023 Employee Stock Ownership Plan
On February 17, 2023, the Company held the thirteenth (temporary) meeting of the fourth Board of Directors, where it reviewed and approved the proposals regarding the "Draft of the 2023 Employee Stock Ownership Plan of Wens Food Group Co., Ltd." and its summary, as well as the "Management Measures for the 2023 Employee Stock Ownership Plan of Wens Food Group Co., Ltd." and other related proposals. The participants in this Plan include the actual controllers, directors, supervisors, senior management personnel of the Company, and other employees deemed necessary by the Board, with a total number not exceeding 20. The stock source is from the shares repurchased by the Company, with a maximum scale of 11.391 million shares, accounting for 0.17% of the Company's current total share capital (the total share capital refers to the total as of February 16, 2023, during the conversion period of Wens Convertible Bonds). The purchase price of the repurchased shares in this Plan is 10.15 yuan/share, with a total fundraising cap of 115.61865 million yuan.
On March 17, 2023, the Company held its first temporary shareholders' meeting of 2023, where it reviewed and approved the proposals related to the Plan. On April 17, 2023, the Company received the "Securities Transfer Registration Confirmation" issued by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., confirming that the 11.391 million shares held in the Company's repurchase special securities account have been transferred to the special securities account for the "2023 Employee Stock Ownership Plan of Wens Food Group Co., Ltd." On May 27, 2024, the Company held the twenty-sixth meeting of the fourth Board of Directors, where it reviewed and approved the proposal regarding the achievement of unlocking conditions for the first lock-up period of the 2023 Employee Stock Ownership Plan. On June 27, 2025, the Company held the sixth meeting of the fifth Board of Directors, where it reviewed and approved the proposal regarding the achievement of unlocking conditions for the second lock-up period of the 2023 Employee Stock Ownership Plan. On June 1, 2026, the Company held the fifteenth meeting of the fifth Board of Directors, where it reviewed and approved the proposal regarding the achievement of unlocking conditions for the third lock-up period of the 2023 Employee Stock Ownership Plan.
II. Achievement of Unlocking Conditions for the Third Lock-up Period of the 2023 Employee Stock Ownership Plan
(1) Expiration of the Third Lock-up Period
The shares granted under this Plan are unlocked in three phases, with unlocking points set at 12 months, 24 months, and 36 months after the last transfer of the underlying shares to the Plan. The unlocking ratios are 30%, 30%, and 40% of the total shares held in the Plan, respectively. On April 17, 2023, the Company disclosed the completion of the non-trading transfer of the 2023 Employee Stock Ownership Plan in designated information disclosure media, indicating that the third lock-up period expired on April 16, 2026.