Jones Tech (300684): 2025 Restricted Stock Incentive Plan First Grant Period First Vesting Period Meets Vesting Conditions
Securities Code: 300684 Securities Abbreviation: Jones Tech Announcement No.: 2026-026
Beijing Jones Technology Co., Ltd.
Announcement on the First Vesting Period of the First Grant of the 2025 Restricted Stock Incentive Plan Meeting Vesting Conditions
The Board of Directors and all members of the Company hereby ensure that the information disclosed is true, accurate, and complete, without false records, misleading statements, or material omissions.
Important Content:
- Number of incentive objects meeting vesting conditions: 66 persons.
- Number of shares to be vested: 404,000 shares, accounting for 0.13% of the current total share capital.
- Grant price (adjusted): RMB 10.69/share.
- Source of shares: The Company's A-share ordinary shares repurchased from the secondary market.
I. Implementation Status and Summary of the Incentive Plan
(I) Introduction to the Equity Incentive Plan
- Equity incentive method: Second-class restricted shares.
- Grant quantity: The total number of restricted shares to be granted under this incentive plan shall not exceed 910,000 shares, accounting for approximately 0.30% of the total share capital of 299,509,223 shares at the time of the draft announcement. Among them, the first grant is 810,000 shares (0.27% of total share capital, 89.01% of total grants), and reserved shares are 100,000 shares (0.03%, 10.99%).
- Grant price (including reserved): RMB 11.43/share.
- Incentive objects: Total 68 persons, including middle management and core technical (business) personnel of the Company (including its holding subsidiaries).
Table: Distribution of Incentive Objects
| Name | Position | Restricted Shares Granted (10,000 shares) | Proportion of Total Grant | Proportion of Total Share Capital at Draft Announcement |
|---|---|---|---|---|
| Middle management, core technical (business) personnel (68 persons) | 81.00 | 89.01% | 0.27% | |
| Reserved | 10.00 | 10.99% | 0.03% | |
| Total | 91.00 | 100.00% | 0.30% |
Note: (1) No single incentive object obtains more than 1% of total share capital through all effective equity incentive plans. The total shares under all effective plans do not exceed 20% of total share capital at the time of shareholder approval. (2) Incentive objects exclude independent directors, supervisors, shareholders holding 5% or more, actual controllers and their relatives, and foreign employees. (3) Reserved part will be determined before the Q3 2025 report announcement; otherwise, the reserved shares lapse. (4) Any inconsistency in totals due to rounding.
- Vesting schedule:
| Vesting Arrangement | Vesting Time | Vesting Proportion |
|---|---|---|
| First vesting period | From the first trading day 12 months after the grant date to the last trading day within 24 months | 50% |
| Second vesting period | From the first trading day 24 months after the grant date to the last trading day within 36 months | 50% |
Restricted shares that are not vested within the specified period or fail to meet vesting conditions cannot be vested and will lapse.
-
Service period: Incentive objects must have served for at least 12 months before vesting.
-
Company-level performance assessment:
| Vesting Period | Assessment Year | Benchmark: Average Revenue 2022-2024 (A) | Benchmark: Average Net Profit 2022-2024 (B) | ||
|---|---|---|---|---|---|
| Trigger (An) | Target (Am) | Trigger (Bn) | Target (Bm) | ||
| First | 2025 | 7% | 10% | 30% | 60% |
| Second | 2026 | 15% | 20% | 40% | 70% |
| Assessment Indicator | Indicator Achievement | Company-level Vesting Proportion (X) |
|---|---|---|
| A | A ≥ Am | X1 = 100% |
| An ≤ A < Am | X1 = 20% × (A-An)/(Am-An) + 80% | |
| A < An | X1 = 0 | |
| B | B ≥ Bm | X2 = 100% |
| Bn ≤ B < Bm | X2 = 20% × (B-Bn)/(Bm-Bn) + 80% | |
| B < Bn | X2 = 0 | |
| Company-level proportion (X) | X = higher of X1 and X2 |
Note: (1) Revenue based on audited consolidated financial statements. (2) Net profit refers to net profit attributable to shareholders after excluding share-based payment expenses from this and other incentive plans. (3) These targets do not constitute performance forecasts or commitments.
- Individual performance assessment: Results are graded A, B, C with vesting proportions of 100%, 60%, and 0% respectively. Actual vested shares = planned shares × company proportion (X) × individual proportion (Y). Unvested shares lapse.
(II) Approval Procedures
- On June 12, 2025, the 5th Board of Directors 4th Meeting and 5th Supervisory Board 4th Meeting approved the incentive plan draft.
- Internal publicity from June 13 to June 22, 2025; no objections received.
- Insider dealing self-check report disclosed on June 30, 2025.
- On June 30, 2025, the 2025 second extraordinary general meeting approved the incentive plan and authorized the Board.
- On June 30, 2025, the 5th Board 5th Meeting and 5th Supervisory Board 5th Meeting approved the first grant.
- On June 26, 2026, the 5th Board 11th Meeting approved the adjustment of grant price and the current vesting.
(III) Grant Details
| Grant Date | Grant Price | Grant Quantity | Number of Persons | Remaining Reserved Shares |
|---|---|---|---|---|
| June 30, 2025 | 11.43 yuan/share | 810,000 shares | 68 persons | 100,000 shares |
(IV) Changes in Quantity and Price
- Price adjustment: After the 2025 profit distribution implemented on May 29, 2026, the grant price was adjusted from 11.43 yuan/share to 10.69 yuan/share.
- Quantity change: On June 26, 2026, due to 2 persons leaving, 2,000 shares were canceled.
(V) Differences from Disclosed Plan
The reserved 100,000 shares were not granted and lapsed. No other differences.
II. Explanation of Vesting Conditions
(I) Board Resolution
On June 26, 2026, the 5th Board 11th Meeting resolved that the first vesting period conditions were met, allowing 66 persons to vest 404,000 shares.
(II) Conditions Met
| Vesting Condition | Achievement |
|---|---|
| 1. No negative audit opinion, no failure to distribute profits in 36 months, etc. | Met |
| 2. Incentive objects not disqualified by stock exchange or CSRC, etc. | Met |
| 3. Service period: 12 months | 2 resigned, 66 met requirement |
| 4. Company performance: 2025 revenue growth 24.63% vs baseline, exceeding target (10%); net profit growth met target (60%) | Achieved, company proportion 100% |
| 5. Individual performance: 66 persons rated A, individual proportion 100% | Met |
(III) Handling of Unvested Shares
See separate announcement for cancellation.
III. Details of the First Vesting Period
- Grant date: June 30, 2025
- Number of persons: 66
- Vesting quantity: 404,000 shares
- Grant price (adjusted): 10.69 yuan/share
- Share source: A-share ordinary shares repurchased from secondary market
- List of incentive objects:
| Name | Position | Restricted Shares Granted (10,000 shares) | Vested (10,000 shares) | Proportion of Granted Shares |
|---|---|---|---|---|
| Middle management, core technical (business) personnel (66 persons) | 80.80 | 40.40 | 50% | |
| Total | 80.80 | 40.40 | 50% |
Note: Excluding resigned and ineligible persons.
IV. Opinion of Remuneration and Appraisal Committee
The committee confirmed that the vesting conditions were met for the 66 persons and agreed to proceed.
V. Insider Dealing Self-Check
No directors or senior management participated in this plan.
VI. Financial Impact
The vesting will not have a material impact on financial condition or results.
VII. Legal Opinion
Lawyers confirmed that the vesting is lawful and compliant.
VIII. Reference Documents
- Resolution of 5th Board 11th Meeting
- Legal opinion from Shanghai Junlan Law Firm
- Other documents required by SZSE
By order of the Board
Beijing Jones Technology Co., Ltd.
Board of Directors
June 26, 2026
