Statement
The Company and all Directors guarantee that this Incentive Plan and its summary do not contain any false records, misleading statements, or material omissions, and they assume individual and joint legal responsibility for their truthfulness, accuracy, and completeness.
Special Reminders
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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 (2026 Revision)," "Shenzhen Stock Exchange GEM Listed Company Self-Regulatory Guidelines No. 1 - Business Handling (2026 Revision)," "Articles of Association of Xinhenghui Electronics Co., Ltd.," and other relevant regulations.
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The incentive instrument of this Incentive Plan is restricted stock (Type II restricted stock), sourced from the company's A-share ordinary shares issued to incentive recipients by Xinhenghui Electronics Co., Ltd. (hereinafter referred to as the "Company").
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This Incentive Plan proposes to grant no more than 3.3 million restricted shares to incentive recipients, accounting for approximately 1.378% of the Company's total share capital as of the announcement date of this Incentive Plan draft. Of this, the initial grant is 2.965 million shares, accounting for approximately 1.238% of the Company's total share capital as of the announcement date of this Incentive Plan draft, and approximately 89.85% of the total equity to be granted. The reserved grant is 335,000 shares, accounting for approximately 0.14% of the Company's total share capital as of the announcement date of this Incentive Plan draft, and approximately 10.15% of the total equity to be granted.
If the Company undergoes capital reserve to share capital conversion, stock dividends, stock splits, share consolidations, or reverse stock splits before the announcement of this Incentive Plan draft and before the vesting of restricted shares granted to incentive recipients, the number of restricted shares granted will be adjusted accordingly.
- The number of incentive recipients for the initial grant of this Incentive Plan shall not exceed 115 individuals, including directors, senior management, core technical personnel, core business personnel, and other personnel deemed by the Board of Directors to require incentives (including subsidiaries), excluding independent directors. Incentive recipients shall meet the requirements of Article 8.4.2 of the "Listing Rules" and shall not fall into any of the following circumstances that prevent them from becoming incentive recipients:
(1) Identified as an unsuitable person by the stock exchange within the last 12 months;
(2) Identified as an unsuitable person by the China Securities Regulatory Commission (CSRC) and its local branches within the last 12 months;
(3) Subject to administrative penalties or market entry bans by the CSRC and its local branches due to major violations of laws and regulations within the last 12 months;
(4) In circumstances where they are prohibited from serving as directors or senior management personnel under the "Company Law";
(5) Prohibited by laws and regulations from participating in equity incentives of listed companies;
(6) Other circumstances identified by the CSRC.
The recipients of the reserved grant shall be subject to the same standards as the initial grant.
- The grant price for the restricted shares under the initial and reserved grants of this Incentive Plan is RMB 22.74 per share.
If the Company undergoes capital reserve to share capital conversion, stock dividends, stock splits, share consolidations, reverse stock splits, or dividend distribution before the announcement of this Incentive Plan draft and before the vesting of restricted shares granted to incentive recipients, the grant price of restricted shares will be adjusted accordingly.
- The term of this Incentive Plan shall be from the date of the first grant of restricted shares to the date when all restricted shares granted to incentive recipients have vested or become void, whichever is longer, not exceeding 60 months.