北京首都在线科技股份有限公司 第六届董事会第十一次会议决议公告

Meeting Overview - The 11th meeting of the 6th Board of Directors of Beijing Capital Online Technology Co., Ltd. was held on November 28, 2025, combining in-person and remote attendance [2] - All 7 directors attended the meeting, and the procedures complied with relevant laws and the company's articles of association [2] Resolutions Passed - The board approved the proposal to reserve the grant of restricted stock to 5 incentive objects under the 2025 Restricted Stock Incentive Plan, totaling 595,000 shares at a price of 10.98 yuan per share [3][5] - The proposal received 6 votes in favor, with no votes against or abstentions [5] Incentive Plan Details - The incentive plan involves the issuance of restricted stock, specifically the second category of restricted stock [11] - The total number of reserved shares is 595,000, with a grant date set for November 28, 2025 [16] - The plan's effective period lasts up to 60 months from the first grant date [15] Performance Assessment - The performance assessment for the first grant period will cover the fiscal years 2025 and 2026, with specific performance targets set for each year [19][20] - If performance targets are not met, the corresponding shares will not vest and will be forfeited [19] Compliance and Approval - The board confirmed that all conditions for granting the reserved shares have been met, and the incentive objects are eligible under relevant laws and regulations [28][41] - The plan has undergone necessary approvals and has been authorized by the shareholders [24][42] Financial Impact - The fair value of the restricted stock will be calculated using the Black-Scholes model, with the stock price set at 20.90 yuan per share [35] - The estimated impact on net profit due to the stock compensation expense is expected to be minimal, with potential positive effects on company performance from the incentive plan [36]