国轩高科股份有限公司关于第五期员工持股计划非交易过户完成的公告

Core Viewpoint - The company has successfully implemented its fifth employee stock ownership plan, involving the transfer of 9.439993 million shares, sourced from repurchased A-shares, to enhance employee engagement and align interests with shareholders [1][2]. Group 1: Employee Stock Ownership Plan Overview - The fifth employee stock ownership plan was approved during the board and supervisory meetings held on August 28, 2025, and the first extraordinary shareholders' meeting on September 23, 2025 [1]. - The total number of shares transferred under this plan is 9.439993 million, which represents 0.52% of the company's total share capital as of December 31, 2025 [2][6]. - The shares were sourced from the company's repurchased shares, and the actual use aligns with the initial repurchase plan [2]. Group 2: Subscription and Funding Details - The plan allows for a maximum of 11.202539 million shares to be involved, with a subscription price set at 21.07 yuan per share, aiming to raise up to 236.0375 million yuan [4]. - A total of 696 participants subscribed to the plan, contributing a total of 198.9007 million yuan, which has been fully paid [4][5]. - The funding sources for the plan include employees' legal salaries, self-raised funds, and other legally permitted means, with no financial assistance or guarantees provided by the company [4]. Group 3: Lock-up and Release Conditions - The plan has a maximum duration of 60 months, with different lock-up periods for two categories of participants based on their roles and contributions [7]. - The first category has a lock-up period of 24, 36, and 48 months, while the second category has a lock-up period of 12, 24, and 36 months, with specific release ratios for each period [7]. Group 4: Related Party and Independence - The company's controlling shareholders and actual controllers did not participate in the employee stock ownership plan, ensuring no conflict of interest [8]. - The plan holders include some directors and senior management, but they will recuse themselves from voting on related proposals to maintain independence [8][9]. Group 5: Accounting Treatment - The company will follow the accounting standards for share-based payments, recognizing the impact of the employee stock ownership plan on its financial results based on annual audit reports [10].