2026 Employee Stock Ownership Plan (Draft)

Stock Code: 301219 Stock Abbreviation: Tengyuan Cobalt

Ganzhou Tengyuan Cobalt New Material Co., Ltd.

2026 Employee Stock Ownership Plan

(Draft)

August 2026

Statement

The Company and all members of the Board of Directors guarantee that this Employee Stock Ownership Plan does not contain any false records, misleading statements, or major omissions, and assume individual and joint legal liability for its authenticity, accuracy, and completeness.

Risk Warning

1. The 2026 Employee Stock Ownership Plan (hereinafter referred to as the "Employee Stock Ownership Plan," "this Plan," or "the Plan") of Ganzhou Tengyuan Cobalt New Material Co., Ltd. (hereinafter referred to as the "Company" or "Tengyuan Cobalt") must be approved by the Company's general meeting of shareholders before implementation. There is uncertainty as to whether this Plan will be approved.

2. There is uncertainty regarding whether this Plan can reach its planned scale and objectives. Once established, this Plan will be managed by the Company itself.

3. The specific implementation plan for this Employee Stock Ownership Plan is preliminary, and there is uncertainty as to whether it can be successfully implemented.

4. The Company's stock price is influenced by various complex factors, including operating performance, industry development, macroeconomic cycles, and investor sentiment. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for this.

The Company will disclose relevant progress in accordance with regulations. Investors are advised to make decisions cautiously and be aware of investment risks.

Special Notice

1. The Tengyuan Cobalt 2026 Employee Stock Ownership Plan is formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guiding Opinions on the Implementation of Employee Stock Ownership Plans by Listed Companies, the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 — Standardized Operation of Companies Listed on the ChiNext Market, and other relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of Ganzhou Tengyuan Cobalt New Material Co., Ltd. (hereinafter referred to as the "Articles of Association").

2. This Plan follows the principles of legality, compliance, independent decision-making, and voluntary participation. There is no forced participation or mandatory allocation.

3. Participants in this Plan at the time of initial establishment include directors, senior management, and other core personnel. The number of participants is expected to not exceed 100. Excellent employees are selected through job value assessment and talent inventory tools, with the specific number of participants determined based on actual payment.

4. The source of shares for this Plan is the Company's A-share common stock repurchased through the Company's dedicated repurchase account. This Plan will acquire and hold the Company's shares held in the dedicated repurchase account through non-transactional transfers or other methods permitted by laws and regulations, totaling no more than 1.003298 million shares, accounting for approximately 0.26% of the Company's current total share capital of 382.8313 million shares.

After the implementation of this Plan, the total number of shares held by all effective employee stock ownership plans of the Company shall not exceed 10% of the total share capital, and the total number of shares corresponding to the share held by a single holder shall not exceed 1% of the total share capital. The underlying shares do not include shares obtained by holders before the Company's initial public offering, purchased independently in the secondary market, or obtained through equity incentives.

1. The purchase price of the repurchased shares for this Plan is 24.09 yuan/share.

2. The funding sources for this Plan include legal remuneration of employees, self-raised funds, and/or the Company's accrued incentive fund, as well as other methods permitted by laws and regulations. The Company does not provide financial assistance such as advances, guarantees, or loans to holders in any way. This Plan does not involve leverage, and there are no arrangements for third parties to provide incentives, funding, subsidies, or guarantees for employees participating in the plan.