Stock Abbreviation: Wens Shares
Stock Code: 300498
Wens Foodstuff Group Co., Ltd.
Fifth Restricted Stock Incentive Plan
(Draft) Summary
August 2026
Statement
The Company and all directors guarantee that this incentive plan draft and its summary contain no false records, misleading statements, or major omissions, and assume individual and joint legal liability for their authenticity, accuracy, and completeness.
All incentive recipients of the Company promise that if the Company is found to have false records, misleading statements, or major omissions in its information disclosure documents, resulting in non-compliance with the conditions for granting or vesting of equity, the incentive recipients shall return all benefits obtained from this incentive plan to the Company after such false records, misleading statements, or major omissions are confirmed.
Special Notice
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This incentive plan is formulated in accordance with the Company Law, Securities Law, Administrative Measures, Listing Rules, Regulatory Guidelines No. 1, other relevant laws, administrative regulations, normative documents, and the Articles of Association of Wens Foodstuff Group Co., Ltd.
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The incentive tool adopted in this plan is the second type of restricted stock. The stock source is A-share common stocks repurchased by the Company from the secondary market and/or A-share common stocks issued to incentive recipients on a directional basis.
Incentive recipients who meet the grant conditions may, upon satisfying the corresponding vesting conditions and arrangements, obtain the Company's A-share common stocks repurchased from the secondary market and/or issued on a directional basis in batches during the vesting period. Such stocks will be registered with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Before vesting, incentive recipients do not enjoy shareholder rights, and the restricted stocks may not be transferred, used for guarantees, or used to repay debts.
- The number of restricted stocks intended to be granted under this plan is 199.21 million shares, accounting for 2.99% of the current total share capital of 665.393 million shares. Among them, 181.99 million shares are granted for the first time, accounting for 2.74% of the total share capital at the time of the announcement of this plan, and 91.36% of the total number of restricted stocks to be granted. The reserved portion is 17.22 million shares, accounting for 0.26% of the total share capital at the time of the announcement, and 8.64% of the total number of restricted stocks to be granted.
As of the date of the announcement of this draft, the cumulative number of company shares granted to any single incentive recipient through all effective incentive plans does not exceed 1% of the total share capital. The total number of shares involved in all of the Company's effective incentive plans does not exceed 20% of the total share capital at the time of the announcement of this plan.
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The grant price for the restricted stocks granted for the first time under this plan is 7.46 yuan/share. The grant price for the reserved portion is the same as that for the first grant.
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There are 6,432 incentive recipients for the first grant, including directors, senior management, personnel at the R9 level or above in the Company or its wholly-owned or holding subsidiaries, and core business and professional personnel whom the Board of Directors deems to have a direct impact on the Company's operating performance and sustainable development, as well as other personnel whom the Board of Directors deems to have made significant contributions to the Company. The determination of incentive recipients for the reserved portion shall follow the standards of the first grant.
Incentive recipients participating in this plan do not include independent directors, nor do they include shareholders or actual controllers who individually or collectively hold more than 5% of the Company's shares, or their spouses, parents, or children. All participants comply with Article 8 of the Administrative Measures and Article 8.4.2 of the Listing Rules, and do not fall under the following circumstances: