Proposals to the Third Extraordinary General Meeting of 2025 of Ming Yang Smart Energy Group Limited

Guangdong, China 20 October 2025

To all shareholders and shareholders' proxies,

1. Basic information on the share repurchase

   On May 4, 2023, the Company convened the Thirty-ninth Meeting of the Second Board of Directors, at which the Proposal on the Plan for Share Repurchase Through Centralized Bidding was deliberated and approved. The Company agreed to use its own funds, not exceeding RMB 1,000 million (inclusive) and not less than RMB 500 million (inclusive), to repurchase the Company's shares through centralized bidding transactions for the purpose of implementing equity incentives. The repurchase period was set for no more than 12 months starting from May 4, 2023.

   On June 16, 2023, the Company implemented its first share repurchase and disclosed the details of the first repurchase on June 17, 2023.

   On February 2, 2024, the Company completed the repurchase, having cumulatively repurchased 89,813,484 shares of the Company through centralized bidding transactions, representing 3.95% of the Company's total share capital at that time (i.e., 2,271,759,206 shares). The highest repurchase price was RMB 17.99 per share, the lowest price was RMB 8.52 per share, and the total funds used were RMB 999,999,606.71 (excluding transaction fees).

2. Main change in the purpose of the repurchased shares

   Considering the Company's future development strategic plans, and to enhance employee cohesion and the Company's competitiveness, thereby promoting the Company's long-term, sustainable, and healthy development, the Company proposes to change the purpose of the repurchased shares and cancel a portion thereof. The specific purposes of the repurchased shares after the change are as follows:

   S/N	Purpose of repurchase	Number of repurchased shares used (in ten thousand shares)
   1	For cancellation and corresponding reduction of registered capital	1,000
   2	For the ESOP or equity incentives	7,981.3484

3. Estimated changes in the Company's shareholding structure before and after the change in the purpose of repurchased shares and partial cancellation

   After the completion of the change in the purpose of the repurchased shares and the partial cancellation, the Company's total share capital will change from 2,271,496,706 shares to 2,261,496,706 shares. The changes in share capital are as follows:

   Unit: share

   Category	Before the change	This change	After the change
   Restricted shares	0	0	0
   Non-restricted shares	2,271,496,706	-10,000,000	2,261,496,706
   Total	2,271,496,706	-10,000,000	2,261,496,706

   Note: the above changes in the share capital structure are subject to the share capital structure table issued by the China Securities Depository and Clearing Corporation Limited Shanghai Branch after the completion of the cancellation.

4. Analysis of the rationality, necessity, and feasibility of changing the purpose of the repurchased shares

   The change in the purpose of the repurchased shares complies with relevant laws, regulations such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules on Share Repurchases by Listed Companies, the Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 7 - Share Repurchases, and the relevant provisions of the Articles of Association. The Company's decision (1) to change the purpose of part of the repurchased shares for cancellation and corresponding reduction of registered capital is made after prudent consideration based on the Company's actual situation, aiming to safeguard the interests of investors and enhance investor confidence. After the cancellation, it will be conducive to improving the investment return for the Company's shareholders and will not affect the Company's debt repayment capacity;

   (2) to change the purpose of part of the repurchased shares for the ESOP or equity incentives aims to establish and improve the Company's long-term incentive mechanism, attract and retain outstanding talents, fully motivate the Company's management and core backbone employees, and enhance the Company's market competitiveness and sustainable development capabilities.

5. Impact of the change in the purpose of the repurchased shares on the Company The change in the purpose of the repurchased shares will not have a significant impact on the Company's debt repayment capacity, ability to continue as a going concern, shareholders' equity, etc. It does not involve any circumstances that harm the interests of the Company and its investors, particularly minority investors.

To all shareholders and shareholders' proxies,

In accordance with the Company Law, the Securities Law of the People's Republic of China, the Administrative Measures for Equity Incentives of Listed Companies, and other relevant laws, administrative regulations, and normative documents, as well as the Articles of Association, Ming Yang Smart Energy Group Limited has formulated the 2025 Stock Option Incentive Plan (Draft), intending to implement a stock option incentive plan for the incentive recipients. For details, please refer to the announcement of Ming Yang Smart Energy Group Limited 2025 Stock Option Incentive Plan (Draft).

To all shareholders and shareholders' proxies,

To ensure the smooth implementation of the 2025 Stock Option Incentive Plan of Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company"), and to guarantee the realization of the Company's development strategy and operational goals, the Company has formulated the Administrative Measures for the Implementation Assessment of 2025 Stock Option Incentive Plan based on relevant laws and regulations, the Company's 2025 Stock Option Incentive Plan (Draft), and its actual situation. For details, please refer to the attachment of this proposal.

It is hereby submitted for your deliberation.

Appendix: Administrative Measures for the Implementation Assessment of 2025 Stock Option Incentive Plan

To further establish and improve the Company's long-term incentive and restraint mechanism, Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company") has formulated the 2025 Stock Option Incentive Plan (hereinafter referred to as the "Incentive Plan") in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Administrative Measures for Equity Incentives of Listed Companies and other relevant laws, regulations and normative documents, as well as the Articles of Association of Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Articles of Association") on the premise of fully protecting the interests of shareholders and in accordance with the principle of matching rewards with contributions.

To ensure the smooth implementation of the 2025 Stock Option Incentive Plan, the Measures are hereby formulated in accordance with the Company Law, the Securities Law, the Administrative Measures for Equity Incentives of Listed Companies and other relevant laws, regulations and normative documents, the Articles of Association, and the 2025 Stock Option Incentive Plan of Ming Yang Smart Energy Group Limited (Draft) in combination with the actual situation of the Company.

1. Assessment purpose

   Further establish and improve the Company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the Company's core team, effectively align the interests of shareholders, the Company, and employees, and ensure all parties focus on the Company's long-term development.

2. Assessment principles

   The assessment and evaluation must adhere to the principles of impartiality, openness and fairness, and be carried out in strict accordance with the Measures to ensure the equity incentive plan is closely aligned with the work performance and contributions of the incentive recipients, so as to enhance the Company's overall performance and maximize the interests of the Company and all shareholders.

3. Scope of assessment

   The Measures applies to all incentive recipients participating in the Company's Stock Option Incentive Plan, including middle and senior officers, core technical (business) personnel, and other employees whom the Company deems necessary due to their direct impact on the Company's operating performance and future development, all of whom were employed by the Company (including its controlled subsidiaries) at the time of the announcement of the draft Incentive Plan.

   The above incentive recipients exclude the Company's independent directors, shareholders or actual controllers individually or jointly holding more than 5% of the Company's shares, and their spouses, parents and children. All incentive recipients must have an employment or labor relationship with the Company or its controlled subsidiaries at the time of stock option grant and during the assessment period specified in the Incentive Plan.

   The above incentive recipients include a number of foreign employees. The Company has included them in the Incentive Plan because: the Company is committed to the international

   development strategy, and the foreign employees included as incentive recipients play an important role in the Company's daily management, technology, business and operation. Equity incentive is a commonly used incentive means for overseas companies. Foreign employees are familiar with the remuneration model that combines cash remuneration with equity incentives. The implementation of equity incentive will help stabilize existing foreign talents and attract new outstanding talents. The Incentive Plan will further promote the construction and stability of the Company's talent team, thus contributing to its long-term development.

4. Assessment body and implementation body

   The Board's Remuneration and Assessment Committee is responsible for leading and organizing the assessment of incentive recipients.

   The Company's Human Resources Department is responsible for the specific implementation of the assessment, reporting to and being accountable to the Board's Remuneration and Assessment Committee. The Company's Human Resources Department is responsible for the collection and verification of individual performance assessment data, and shall be accountable for the authenticity and reliability of such data.

   The Company's Board is responsible for the approval of the Measures and the review of the assessment results.

5. Assessment indicators and standards (I) Company-level performance assessment requirements

   The exercise assessment period for the stock option granted under the Incentive Plan covers 2025 and 2026 fiscal years, with assessments conducted annually. The performance assessment objectives of the Incentive Plan are shown in the table below:

   Exercise period	Performance assessment objectives
   First exercise period	Achievement of any one of the following assessment objectives shall suffice: Taking the net profit in 2024 as the base, the net profit growth rate in 2025 is not less than 200%; Taking the operating revenue of 2024 as the base, the operating revenue growth rate in 2025 is not less than 30%.
   Second exercise period	Achievement of any one of the following assessment objectives shall suffice: Taking the net profit in 2024 as the base, the net profit growth rate in 2026 is not less than 300%; Taking the operating revenue of 2024 as the base, the operating revenue growth rate in 2026 is not less than 50%.

   Note: The above-mentioned "net profit" indicator is calculated on the basis of the audited net profit attributable to shareholders of the Company, excluding the impact of share-based payment expenses in the current year involved in all equity incentive plans and/or ESOPs of the Company within the validity period.

   If the Company fails to meet any of the above performance assessment objectives, all stock options that are exercisable in the corresponding exercise period granted to the incentive recipients shall not be exercised and shall be cancelled by the Company.

   (II) Individual-level performance assessment requirements

   The Incentive Plan will assess the performance of individuals in accordance with the Company's performance assessment systems. The assessment years are 2025 and 2026. The number of options exercisable by the incentive recipients in the current period will be determined based on individual assessment results, as detailed below:

   Performance assessment results	Excellent	Good	Pass	Fail
   Individual exercise coefficient	1.0	1.0	0.8	0

   Subject to the fulfillment of the Company-level performance assessment criteria, the number of exercisable options for the current period shall be determined based on the individual performance assessment results of the incentive recipient during the exercise assessment year:

   Number of options exercisable by an incentive recipient in the current period = number of options planned to be exercised by the individual in the current year × individual exercise coefficient.

   If any options planned to be exercised by an incentive recipient in the current period cannot be exercised or cannot be fully exercised due to assessment results, such options shall be cancelled by the Company and cannot be deferred to the next year.

6. Assessment period and frequency (I) Assessment period

   The assessment years for the Incentive Plan covers two fiscal years, 2025 and 2026. An assessment shall be conducted for each fiscal year.

   (II) Assessment frequency

   The Incentive Plan implements the annual assessment, and comprehensive assessment and evaluation shall be organized once a year.

7. Assessment procedures

   Under the guidance of the Board's Remuneration and Assessment Committee, the Human Resources Department is responsible for conducting specific assessment work, maintaining assessment results, and preparing performance assessment reports to be submitted to the Board's Remuneration and Assessment Committee.

8. Management of assessment results (I) Feedback and appeal of assessment results

   Assessed individuals have the right to be informed of their assessment results.

   If an assessed individual has any objection to his/her own assessment result, he/she may appeal to the Human Resources Department within 5 working days after receiving the notification of the assessment result. The Human Resources Department may review the assessment results based on the actual circumstances and make corrections accordingly based on the review outcome.

   (II) Archiving of assessment results

   After the assessment is completed, the assessment results shall be archived and kept by the Human Resources Department of the Company as confidential information, and the performance assessment records shall be kept for at least 5 years.

9. Supplementary provisions

1. For matters not covered herein, or in case of any discrepancy between the Measures and relevant laws and regulations, normative documents, or the provisions of the Articles of Association, the relevant laws and regulations, normative documents, and the Articles of Association shall prevail.

2. The Measures shall become effective upon deliberation and approval by the Shareholders' Meeting. The same applies to any revisions hereof.

3. The Board shall be responsible for the amendment and interpretation of the Measures.

Ming Yang Smart Energy Group Limited

September 25, 2025

To all shareholders and shareholders' proxies,

To implement the 2025 Stock Option Incentive Plan of Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company"), the Board hereby requests the Shareholders' Meeting to authorize the Board to handle all relevant matters pertaining to the Company's 2025 Stock Option Incentive Plan:

Regarding the above-mentioned authorized matters, except for those items which are explicitly stipulated by laws, administrative regulations, CSRC rules, normative documents, the Incentive Plan, or the Company's Articles of Association as requiring resolution and approval by the Board, for all other matters, it is requested that the Shareholders' Meeting authorize the Board, and that the Board further authorize the Chairman of the Board or other appropriate persons duly authorized by the Chairman to exercise such authority.

To all shareholders and shareholders' proxies,

In accordance with the Company Law, Securities Law of the People's Republic of China, Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies, the Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations, and other relevant laws, administrative regulations, rules, normative documents, and the Articles of Association, and considering the actual situation of Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company"), the Company has formulated the 2025 Employee Stock Ownership Plan (Draft) and its summary. For details, please refer to the announcement of the 2025 Employee Stock Ownership Plan (Draft).

Appendix: the 2025 Employee Stock Ownership Plan (Draft)

To all shareholders and shareholders' proxies,

To regulate the implementation of the ESOP and ensure its effective execution, Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company") has formulated the Administrative Measures for 2025 Employee Stock Ownership Plan in accordance with the Company Law, the Securities Law of the People's Republic of China, the Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies, and the Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations, as well as other relevant laws, administrative regulations, rules, and normative documents. For details, please refer to the attachment of this proposal.

Appendix: Administrative Measures for 2025 Employee Stock Ownership Plan

1. Principle of legal compliance

   In implementing the ESOP, the Company will perform procedures in strict accordance with laws and administrative regulations, and disclose information in a true, accurate, complete and timely manner. No person may use the ESOP to engage in securities fraud activities such as insider trading or market manipulation.

2. Principle of voluntary participation

   The implementation of the ESOP by the Company follows the principle of independent decision-making by the Company and voluntary participation by employees. The Company will not compel employees to participate in the ESOP through methods such as apportionment and mandatory allocation.

3. Principle of self-assumption of risks

Participants in the ESOP are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.

1. The Board and its Remuneration and Assessment Committee are responsible for formulating the 2025 Employee Stock Ownership Plan of Ming Yang Smart Energy Group Limited (Draft) (hereinafter referred to as the "Draft ESOP").

2. Before implementing the ESOP, the Company shall fully solicit the opinions of employees through democratic means such as employee congress.

3. The Board's Remuneration and Assessment Committee shall express opinions on whether the ESOP is conducive to the sustainable development of the Company, whether it damages the interests of the Company and all shareholders, and whether

   employees are forced to participate in the ESOP by means of apportionment, mandatory allocation, etc.

4. When the Board deliberates on the ESOP, the directors related to the ESOP shall abstain from voting. Within 2 trading days after the Board approves the Draft ESOP, it shall announce the Board resolution, the Draft ESOP and its summary, and the opinions of the Board's Remuneration and Assessment Committee, among other relevant documents.

5. The Company engages a law firm to issue a legal opinion on whether the ESOP and related matters are legal and compliant, whether necessary decision-making and approval procedures have been performed, and whether the obligation of information disclosure has been performed in accordance with laws, regulations and relevant provisions of the Shanghai Stock Exchange (hereinafter referred to as the "SSE"). The legal opinion shall be announced before convening the Shareholders' Meeting to deliberate on the ESOP.

6. Convene the Shareholders' Meeting to review the ESOP. The Shareholders' Meeting will adopt a combination of on-site voting and online voting. Votes of minority investors will be counted separately and disclosed publicly; If the ESOP involves relevant shareholders, such shareholders shall abstain from voting. The ESOP may be implemented after being approved by a majority of the valid voting rights present at the Shareholders' Meeting. The final approved ESOP shall be disclosed within 2 trading days after approval by the Shareholders' Meeting.

7. Convene a Meeting of Holders of the ESOP, elect the members of the ESOP Management Committee (hereinafter referred to as the "Management Committee"), clarify the specific matters concerning the implementation of the ESOP, and disclose the meeting details and relevant resolutions in a timely manner.

8. The Company shall, within 2 trading days after completing the purchase of the underlying shares or transferring the underlying shares to the ESOP, promptly disclose the timing, quantity, and proportion of the acquired underlying shares.

9. Other procedures required by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the SSE.

1. Criteria for determining holders of the ESOP

   The holders of the ESOP are determined by the Board of the Company in accordance with the Company Law, the Securities Law, the Guiding Opinions, the Standardized Operations and other relevant laws, regulations, normative documents and the Articles of Association. The employees of the Company participate in the ESOP in accordance with laws and regulations and based on the principles of voluntary participation and assumption of risks.

2. Scope of holders of the ESOP

The participants of the ESOP include the directors (excluding independent directors), senior officers, core employees of the Company (including its controlled subsidiaries), and other employees that the Company's Board deems necessary.

Unless otherwise specified in the Draft ESOP, all participants must have executed a labor contract or employment contract with the Company or its controlled subsidiaries

and maintain such contracts in effect throughout the duration of the ESOP.

1. Funding sources

   The funding sources for the ESOP shall consist of employees' legal remuneration, self-raised funds and other means permitted by laws and regulations. The Company does not provide financial assistance such as advances, guarantees and loans to the holders in any way.

   The total capital intended to be raised under the ESOP shall not exceed RMB 70.20 million. The ESOP uses "share" as the subscription unit, with each share valued at RMB 1.00. The total number of shares under the ESOP shall not exceed RMB 70.20 million. The specific number of shares will be determined based on the actual capital contribution amount.

2. Source of shares

   Shares of the ESOP are MYSE's A-share common shares repurchased by the Company and held in its dedicated repurchase account. The Company held the 39th meeting of the Second Board on May 4, 2023 to review and approve the share repurchase plan. Subsequently, at the 24th meeting of the Third Board on September 25, 2025, the Proposal on Changing the Purpose of Repurchased Shares and Canceling a Portion Thereof was deliberated and approved. This approval authorized the change of use for 89.813484 million shares under the aforementioned repurchase plan: 10 million shares are designated for cancellation and corresponding capital reduction, while the remaining 79.813484 million shares are allocated for the ESOP or equity incentives.

   Upon approval of the Draft ESOP by the Shareholders' Meeting of the Company, the ESOP will acquire the shares held in its dedicated securities repurchase account through non-trading transfer or other methods permitted by laws and regulations. The final purchase details of the underlying share remain uncertain at this stage. The specific number of shares held will be determined based on the actual capital contributions made by employees. The Company will perform its information disclosure obligations in a timely manner as required.

3. Underlying share size

   The number of underlying shares to be held under the ESOP shall not exceed 10 million shares, representing approximately 0.4402% of the Company's total share capital of 2,271,496,706 shares as of the announcement date of the Draft ESOP. If, during the period from the announcement date of the ESOP to the date when the underlying shares are transferred to the Plan, the Company undergoes events such as capitalizing capital reserves, distributing stock dividends, or paying cash dividends, the quantity and price of the underlying shares shall be adjusted accordingly from the date of ex-rights or ex-dividend.

   After the implementation of the ESOP, the total number of shares held under all effective ESOPs of the Company shall not exceed 10% of the Company's total share capital, and the number of shares of the Company corresponding to the share in the ESOP held by a single holder shall not exceed 1% of the Company's total share capital. The total number of shares held under the ESOP does not include shares obtained by employees before the Company's initial public offering, shares purchased on their own

   through the secondary market, and shares obtained through equity incentives.

4. Purchase price

After the ESOP is reviewed and approved by the Shareholders' Meeting, the Plan intends to acquire the Company's repurchased shares through non-trading transfer or other methods permitted by laws and regulations. The purchase price is set at RMB

7.02 per share, and such price shall not be lower than the higher of the following:

(I) 50% of the average trading price of the Company's shares on the 1 trading day prior to the announcement of the Draft ESOP, which is RMB 7.02 per share;

(II) 50% of the average trading price of the Company's shares over the 120 trading days prior to the announcement of the Draft ESOP, which is RMB 5.77 per share. During the period from the announcement date of the Draft ESOP to date when the underlying shares are transferred to the Plan, if the Company has ex-right or ex-dividend matters such as capitalizing capital reserves, distributing stock dividends, or paying cash dividends, the share purchase price shall be adjusted accordingly.

1. Duration of the ESOP

   1. The duration of the ESOP shall not exceed 36 months, calculated from the date when the Draft ESOP is reviewed and approved by the Company's Shareholders' Meeting and the Company announces the transfer of the final batch of the Company's shares to the ESOP. After the expiration of the duration, the ESOP shall terminate, unless extended through the approval procedures specified in the ESOP.

   2. After the expiration of the lock-up period of the ESOP, the ESOP may be terminated early when all the shares held under the ESOP are sold.

   3. One month before the expiration of the ESOP, if the Company's shares held have not been fully sold, the ESOP may be extended upon approval by holders representing more than 1/2 (exclusive) of the shares present at the Meeting of Holders and submission to the Board of the Company for deliberation and approval.

   4. If the Company's shares held by the ESOP cannot be fully sold before the expiration of the duration due to a trading halt of the Company's shares or a blackout period, the duration of the ESOP may be extended upon approval by holders representing more than 1/2 (exclusive) of the shares present at the Meeting of Holders and submission to the Board of the Company for review and approval.

2. Lock-up period of the ESOP

   1. The underlying shares obtained under the ESOP will be unlocked in two phases. The unlocking time points are 12 months and 24 months from the date of the Company's announcement of the transfer of the final batch of underlying shares to the ESOP. The proportion of the underlying shares unlocked in each phase is 50% and 50% respectively, as follows:

      Unlocking time of the first batch: 12 months from the date of the Company's announcement of the transfer of the final batch of underlying shares to the ESOP. The number of shares unlocked will be 50% of the total underlying shares held under the ESOP.

      Unlocking time of the second batch: 24 months from the date of the Company's announcement of the transfer of the final batch of underlying shares to the ESOP. The

      number of shares unlocked will be 50% of the total underlying shares held under the ESOP.

      The underlying shares acquired under the ESOP, including any additional shares derived from dividends distributed by the Company, conversion of capital reserve into share capital, etc., shall also be subject to the aforementioned share lock-up arrangements.

   2. Trading restrictions of the ESOP

      This ESOP shall strictly comply with market trading rules and the relevant regulations of the CSRC and the SSE regarding share trading. Trading of the Company's shares is prohibited during the following periods:

      1. Within the 15-day period prior to the announcement date of the Company's annual report or semi-annual report. If the announcement date of the annual report or semi-annual report is delayed for special reasons, this period shall be calculated from the 15th day prior to the originally scheduled announcement date until the day before the actual announcement;

      2. Within the 5-day period prior to the announcement date of the Company's quarterly report, earnings forecast, or performance bulletin;

      3. From the date when a major event that may have a significant impact on the trading price of the Company's shares or their derivatives occurs, or when such an event enters the decision-making process, until the date of its lawful disclosure;

      4. Other periods as stipulated by the CSRC and the SSE.

      If relevant laws, administrative regulations, departmental rules, regulatory rules, policy documents, etc. are amended, the trading restrictions of the ESOP will automatically apply to the amended relevant provisions.

3. Performance assessment of the ESOP

   The ESOP establishes performance assessment indicators at both the Company level and the individual level. The fulfillment of these assessment indicators serves as the conditions for unlocking the corresponding rights and interests.

   1. Company-level performance assessment

      Unlocking batch	Assessme nt years	Assessment objectives
      First batch	2025	Achievement of any one of the following assessment objectives shall suffice: operating revenue growth rate in 2025 is not less than 30%.
      Second batch	2026	Achievement of any one of the following assessment objectives shall suffice: growth rate in 2026 is not less than 300%;

      • Taking the net profit in 2024 as the base, the net profit growth rate in 2025 is not less than 200%;

      • Taking the operating revenue of 2024 as the base, the

      • Taking the net profit in 2024 as the base, the net profit

      The ESOP uses the 2025 and 2026 fiscal years as the performance assessment periods, with assessments conducted annually. The company-level performance assessment indicators for each year are as follows:

      operating revenue growth rate in 2026 is not less than 50%.

      • Taking the operating revenue of 2024 as the base, the

      Note: The above-mentioned "net profit" indicator is calculated on the basis of the audited net profit attributable to shareholders of the Company, excluding the impact of share-based payment expenses in the current year involved in all equity incentive plans and/or ESOPs of the Company within the validity period.

      If the Company fails to meet the above performance assessment targets, the shares granted to the holders during the current period shall not be unlocked and shall be recovered and disposed of by the Management Committee in accordance with relevant regulations. The disposal methods include but are not limited to repurchase and cancellation by the Company, or use for subsequent employee stock ownership plans/equity incentive plans, or other methods permitted by laws and regulations (the same applies below). Any proceeds from the disposal of the underlying shares (if any) shall belong to the Company. The Company shall return to the holder the original contribution amount corresponding to such portion plus interest calculated based on the Loan Prime Rate (LPR) for the same period, after deducting relevant taxes and fees (if dividends have been distributed, the returned amount shall also be reduced by the dividend amount).

   2. Individual-level performance assessment

The ESOP will assess the performance of individuals in accordance with the Company's relevant performance assessment systems. The assessment years are 2025 and 2026 fiscal years. The number of underlying shares unlocked by holders in each period will be determined based on the individual assessment results, as detailed below:

Subject to the fulfillment of the Company-level performance assessment criteria, the shares eligible for unlocking for the current period shall be determined based on the performance assessment results of the incentive recipient during the assessment year: Number of shares eligible for unlocking of the holder in the current period = planned number of shares to be unlocked by the holder in the current year × individual unlocking coefficient.

On the premise that the Company's performance objectives are achieved, if the holder is unable to unlock the planned shares for the corresponding assessment year due to failure to meet individual performance criteria, the Management Committee will reclaim and dispose of such shares in accordance with relevant regulations. Any proceeds from the disposal of the underlying shares (if any) shall belong to the Company. The Company shall return to the holder the original contribution amount corresponding to such portion plus interest calculated based on the Loan Prime Rate (LPR) for the same period, after deducting relevant taxes and fees (if dividends have been distributed, the returned amount shall also be reduced by the dividend amount).

The ESOP is managed by the Company. The internal management authority of the ESOP is the Meeting of Holders. A Management Committee is established under the Meeting of Holders and authorized to act as the management body of the ESOP. The Management Committee is responsible for opening relevant accounts for the ESOP, managing its daily operations, and exercising shareholders' rights on behalf of the holders. The Management Committee shall, in accordance with laws, administrative regulations, departmental rules, normative documents and the provisions of securities regulatory authorities and the ESOP, manage the assets of the ESOP, safeguard the legitimate rights and interests of the holders under the ESOP, ensure the asset safety of the ESOP, and avoid potential conflicts of interest between other shareholders of the Company and the ESOP holders.

The Company's Board and its Remuneration and Assessment Committee are responsible for formulating and modifying the ESOP, and handling other matters related to the ESOP within the scope authorized by the Shareholders' Meeting. The Company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the ESOP holders.

1. The employees of the Company will become the holders of the ESOP after subscribing for the shares of the ESOP, and the Meeting of Holders is the internal management authority of the ESOP. All holders are entitled to attend the Meeting of Holders. A holder may attend and vote at the Meeting of Holders in person or by proxy. The travel expenses, board and lodging expenses, etc. of the holders or their proxies to attend the Meeting of Holders shall be borne by the holders themselves.

2. The following matters need to be deliberated at the Meeting of Holders:

   1. Elect and remove members of the Management Committee;

   2. Amend, terminate, or extend the duration of the ESOP;

   3. During the duration of the ESOP, when the Company raises funds through allotment, additional issuance, convertible bonds, etc., the Management Committee shall submit it to the Meeting of Holders of the ESOP for deliberation on whether to participate and the funding solutions;

   4. Deliberate and revise the Administrative Measures;

   5. Authorize the Management Committee to open securities accounts, capital accounts and other relevant accounts for the ESOP;

   6. Authorize the Management Committee to supervise the daily management of the ESOP;

   7. Authorize the Management Committee to exercise shareholders' rights, including but not limited to the attendance, proposal submission, voting and other arrangements of the Company's Shareholders' Meeting;

   8. Authorize the Management Committee to be responsible for the liquidation and property distribution of the ESOP;

   9. Other matters that the Management Committee deems necessary to convene a Meeting of Holders for deliberation.