Statement
The Company and all directors guarantee that this Incentive Plan and its summary do not contain any false records, misleading statements, or major omissions, and they bear individual and joint legal responsibility for their truthfulness, accuracy, and completeness.
All incentive recipients undertake that if the Company's information disclosure documents contain false records, misleading statements, or major omissions, causing non-compliance with the grant or exercise of rights, the incentive recipients shall return all benefits obtained under this Incentive Plan to the Company after the information disclosure documents are confirmed to contain false records, misleading statements, or major omissions.
Special Notes
I. This Incentive Plan is formulated in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Equity Incentives of Listed Companies," "Shenzhen Stock Exchange GEM Stock Listing Rules," "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Supervision Guidelines No. 1 - Business Handling," and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Chengdu XinYiSheng Communication Technology Co., Ltd."
II. The incentive tool adopted in this Incentive Plan is Class II restricted shares. The source of the shares is the ordinary shares of Chengdu XinYiSheng Communication Technology Co., Ltd. (hereinafter referred to as the "Company" or "this Company") to be issued to incentive recipients through directed issuance and/or repurchase from the secondary market.
Incentive recipients who meet the grant conditions of this Incentive Plan will receive shares of ordinary A shares of the Company in installments after meeting the corresponding vesting conditions, at the grant price. These shares will be registered with China Securities Depository and Clearing Corporation Limited Shenzhen Branch. Before vesting, incentive recipients shall not enjoy shareholder rights of the Company, and these restricted shares cannot be transferred, used as collateral, or repaid as debt.
III. The total number of restricted shares to be granted to incentive recipients under this Incentive Plan is 6.4812 million shares, accounting for 0.4648% of the Company's total share capital of 139,425.6684 million shares as of the announcement date of the draft plan. Among them, the initial grant is 5.1852 million shares, accounting for 80.00% of the total number of restricted shares to be granted under this Incentive Plan, and 0.3719% of the Company's total share capital as of the announcement date of the draft plan. The reserved portion is 1.2960 million shares, accounting for 20.00% of the total number of restricted shares to be granted under this Incentive Plan, and 0.0930% of the Company's total share capital as of the announcement date of the draft plan.
As of the announcement date of the draft plan, the "2024 Restricted Stock Incentive Plan (Draft)" deliberated and approved by the first extraordinary general meeting of shareholders in 2024 is still valid.
The actual initial grant of equity incentives under the 2024 Restricted Stock Incentive Plan was 6.638520 million shares and the reserved equity incentives were 1.201480 million shares (adjusted after the Company's 2024 and 2025 equity distribution). Coupled with the 6.4812 million shares of Class II restricted shares proposed to be granted under the 2026 Restricted Stock Incentive Plan, the total number of shares involved in all equity incentive plans of the Company within their validity period is 14.3212 million shares, accounting for approximately 1.0272% of the Company's total share capital as of the announcement date of the draft plan. The total number of shares involved in all equity incentive plans of the Company within their validity period does not exceed 20% of the Company's total share capital as of the announcement date of the draft plan. The cumulative number of shares granted to any single incentive recipient through all equity incentive plans within their validity period does not exceed 1% of the Company's total share capital as of the announcement date of the draft plan.