Proposed Stock Code: 300898 Stock Abbreviation: Panda Dairy
Panda Dairy Group Co., Ltd.
2026 Restricted Stock Incentive Plan
(Draft)
July 2026
Statement
The Company and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements, or major omissions, and assume legal responsibility for the authenticity, accuracy, and completeness of its contents.
All incentive targets of the Company promise that if the Company's information disclosure documents for this incentive plan contain false records, misleading statements, or major omissions, resulting in non-compliance with the grant of equity or equity vesting arrangements, the incentive targets will return all benefits obtained from this incentive plan to the Company after the relevant information disclosure documents are confirmed to contain false records, misleading statements, or major omissions.
Special Notice
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The "Panda Dairy Group Co., Ltd. 2026 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan") is formulated by Panda Dairy Group Co., Ltd. (hereinafter referred to as "Panda Dairy", "Company" or "this Company") 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", "Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange", "Guidelines No. 1 for Self-Regulation of Listed Companies on the ChiNext Market — Business Handling" and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Panda Dairy Group Co., Ltd.".
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The incentive tool adopted in this Incentive Plan is restricted stock (Type II restricted stock). The source of the stock is the Company's RMB ordinary A-shares repurchased from the secondary market.
Incentive targets who meet the grant conditions of this Incentive Plan will, upon meeting the corresponding vesting conditions, obtain the Company's RMB ordinary A-shares repurchased from the secondary market in batches during the vesting period at the grant price. Such shares will be registered with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. After registration by the clearing company, the holders will enjoy the corresponding shareholder rights, including but not limited to dividend rights, allotment rights, voting rights, etc. Before the vesting of the restricted stocks granted to the incentive targets, they do not enjoy shareholder rights, and such restricted stocks may not be transferred, used for guarantees, or used to repay debts.
- The total number of restricted stocks proposed to be granted under this Incentive Plan is 1.065 million shares, accounting for 0.8589% of the Company's total share capital of 124 million shares at the time of the announcement of this Incentive Plan. All are granted at one time, and there are no reserved shares.
The total number of underlying 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 total number of company shares granted to any one incentive target through all equity incentive plans within the validity period does not exceed 1.00% of the Company's total share capital at the time the Incentive Plan is submitted to the general meeting of shareholders for deliberation.
From the date of the announcement of this Incentive Plan to the completion of the registration of the vesting of restricted stocks by the incentive targets, if the Company undergoes capital reserve conversion to share capital, distribution of stock dividends, share splits or consolidations, rights issues, etc., the number of restricted stocks granted/vested will be adjusted accordingly in accordance with the relevant provisions of this Incentive Plan.