Stock Abbreviation: Tongfei Shares Stock Code: 300990
Sanhe Tongfei Refrigeration Co., Ltd. Third Restricted Stock Incentive Plan (Draft)
Sanhe Tongfei Refrigeration Co., Ltd. June 2026
Statement
The Company and all directors guarantee that this incentive plan 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 fails to meet the conditions for granting or vesting of rights and interests due to false records, misleading statements, or major omissions in information disclosure documents, the incentive recipients shall 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 "Sanhe Tongfei Refrigeration Co., Ltd. Third Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan") is formulated by Sanhe Tongfei Refrigeration Co., Ltd. (hereinafter referred to as the "Company") 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", and other laws, regulations, and normative documents, as well as the "Articles of Association of Sanhe Tongfei Refrigeration Co., Ltd.".
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The incentive tool adopted in this Incentive Plan is restricted stock (Class II restricted stock). The source of the shares is the Company's targeted issuance of A-share common stocks to the incentive recipients.
Incentive recipients who meet the grant conditions of this Incentive Plan will, upon meeting the corresponding vesting conditions and arrangements, obtain the Company's newly issued A-share common stocks in batches during the vesting period. These shares will be registered with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Before vesting, the restricted shares granted to the incentive recipients do not carry shareholder rights, and such restricted shares may not be transferred, used for guarantees, or used to repay debts.
- The number of Class II restricted shares proposed to be granted under this Incentive Plan is 3.34 million shares, accounting for approximately 1.95% of the Company's total share capital of 171.21659 million shares at the time of the announcement of this Incentive Plan draft. Among them, 2.6774 million shares are granted initially, accounting for approximately 1.56% of the Company's total share capital of 171.21659 million shares at the time of the announcement of this Incentive Plan draft, and 80.16% of the total equity proposed to be granted; 0.6626 million shares are reserved, accounting for approximately 0.39% of the Company's total share capital of 171.21659 million shares at the time of the announcement of this Incentive Plan draft, and 19.84% of the total equity proposed to be granted.
As of the date of the announcement of this Incentive Plan draft, the cumulative 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; 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.
- The grant price of the restricted shares initially granted under this Incentive Plan is 49.20 yuan/share. The grant price of the reserved restricted shares is the same as the grant price of the initially granted restricted shares.