Securities abbreviation: Goodway Securities Code: 688390.

Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd.

About

Goodway Technologies, Inc.

2021 Restricted Stock Incentive Plan

First Grant Part Second Vesting Period and Reserved Grant Part No.

One vesting period vesting condition achievement

of

Independent Financial Advisor's Report

June 2024

Directory

1. interpretation... 3

2. statement ...... 4

3. basic assumptions ...... 5

4. the opinion of an independent financial adviser ...... 6.

(I) the approval process of this restricted stock incentive plan ...... 6 (II) the second vesting period of the first grant portion of this restricted stock incentive plan and the reserved grant portion

Achievement of vesting conditions for a vesting period ...... 8

(III) the specifics of this attribution .... 10

(IV) concluding observations 11

1. Interpretation

Goodway, the Company, the public refers to Goodway Technology Co., Ltd.

Division, listed companies

This Incentive Plan, this Plan means the 2021 Restricted Stock Incentive Plan of Goodway Technologies, Inc.

Restricted stock, Class II refers to the incentive object that meets the conditions granted by this incentive plan, after meeting the corresponding benefit conditions.

Restricted Stock Shares of the Company acquired and registered in a split

Incentive object refers to the senior management of the company who obtains restricted stock in accordance with the provisions of this incentive plan,

Other persons that the Board deems necessary to be motivated.

Grant Date means the date on which the Company grants restricted stock to the incentive recipient, and the grant date must be the trading day

Grant Price The price at which the Company grants each share of restricted stock to the incentive recipient

Effective Period means that all restricted shares granted to the incentive recipient from the date of grant of restricted shares are vested in the incentive recipient.

Period of invalidation

Attribution means that after the restricted stock incentive object meets the conditions for benefit, the listed company registers the shares to

The behavior of the incentive object account.

Vesting conditions are those established by a restricted stock incentive plan that is required to obtain the incentive stock.

Satisfied benefit conditions

Vesting Date means the date on which the registration of the granted shares is completed after the restricted stock incentive object meets the conditions for benefit.

Period, must be a trading day

Companies Act means the Companies Act of the People's Republic of China

Securities Act means the the People's Republic of China Securities Act.

Administrative Measures refer to the Administrative Measures for Equity Incentives of Listed Companies

Listing Rules means the Rules Governing the Listing of Shares on the CRE Board of the Shanghai Stock Exchange.

The Self-Regulatory Guide refers to the Self-Regulatory Guide for Companies Listed on the Science and Technology Board No. 4-Equity Incentive Information Disclosure.

Dew

Articles of Association means the Articles of Association of Goodway Technologies, Inc.

CSRC means China Securities Regulatory Commission

Stock Exchange The Shanghai Stock Exchange

Yuan refers to RMB Yuan

Statement of 2.

This independent financial adviser makes the following statement on this report:

(I) the documents and materials on which this independent financial adviser's report is based are provided by Goodway, the parties involved in this incentive plan have assured the independent financial adviser that all the documents and materials provided on which this independent financial adviser's report is issued are legal, true, accurate, complete and timely, without any omissions, false or misleading statements, and are responsible for their legality, authenticity, accuracy, completeness and timeliness. This independent financial adviser assumes no responsibility for any risks arising therefrom.

(II) this independent financial adviser only comments on whether the matters involved in this restricted stock incentive plan are fair and reasonable to the shareholders of Goodway, the impact on the rights and interests of shareholders and the continuing operation of the listed company, it does not constitute any investment advice to Goodway, and this independent financial adviser is not responsible for the risks that may arise from any investment decisions made by investors based on this report.

(III) This independent financial adviser has not entrusted or authorized any other institution or individual to provide information not listed in this independent financial adviser's report and to make any explanation or explanation of this report.

(IV) this independent financial adviser to all shareholders of the listed company to carefully read the listed company's public disclosure of the restricted stock incentive plan of the relevant information.

(V) the independent financial consultant has conducted an in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed relevant materials in accordance with the principle of objectivity and impartiality. The scope of the investigation includes the articles of association of listed companies, salary management measures, resolutions of relevant board of directors, shareholders' meeting, financial reports of relevant companies, production and operation plans of the company, etc, we have also conducted effective communication with relevant personnel of the listed company, on the basis of which we have issued this independent financial advisor's report, and are responsible for the authenticity, accuracy and completeness of the report.

This independent financial adviser's report is prepared in accordance with the requirements of the the People's Republic of China Company Law, the the People's Republic of China Securities Law, the Measures for the Administration of Equity Incentives for Listed Companies and other laws, regulations and normative documents, and is based on the relevant information provided by the listed company.

3. basic assumptions

The independent financial adviser's report issued by this financial adviser is based on the following assumptions:

There are no major changes in the current relevant laws, regulations and policies of (I) countries;

(II) the authenticity, accuracy, completeness and timeliness of the information based on this independent financial adviser;

(III) that the relevant documents issued by the listed company for the Restricted Stock Incentive Plan are true and reliable;

(IV) that there are no other obstacles to the Restricted Stock Incentive Plan and that all agreements involved can be effectively approved and ultimately completed on schedule;

(V) the parties involved in this Restricted Stock Incentive Plan to be able to perform all obligations in full and in good faith in accordance with the terms of the Incentive Plan and the relevant agreements;

The (VI) has no material adverse effects caused by other unpredictable and irresistible factors.

4. Independent Financial Advisors

Approval Procedures for the (I) of the Restricted Stock Incentive Plan

Goodway Technologies Corporation 2021 Restricted Stock Incentive Plan has fulfilled the necessary approval process

Sequence:

1. On March 30, 2021, the company held the 14th meeting of the second board of directors.

It has passed the "Proposal on the Company's 2021 Restricted Stock Incentive Plan (Draft)" and its summary "," Proposal on the Company's 2021 Restricted Stock Incentive Plan Implementation Assessment Management Measures "and" About Requesting the General Meeting of Shareholders to Authorize the Board of Directors "Proposal on Handling Matters Related to the 2021 Restricted Stock Incentive Plan" and other proposals. The independent directors of the company have made independent opinions on matters related to this incentive plan.

On the same day, the company held the eighth meeting of the second board of supervisors, and reviewed and approved the "Proposal on the Company's 2021 Restricted Stock Incentive Plan (Draft)> and its summary" and "About the Company's 2021 Restricted Stock Incentive Plan Implementation Assessment Management Measures> Proposal and Proposal on Verifying the Company's 2021 Restricted Stock Incentive Plan for the First Grant of Part of the Incentive Target List>, the board of supervisors of the company verified the relevant matters of this incentive plan and issued relevant verification opinions.

2. From April 1, 2021 to April 10, 2021, the surname of the company's internal incentive target

The name and position were publicized. During the publicity period, the company's supervisory board did not receive any proposal from anyone to the incentive target.

The objection. On April 12, 2021, the Supervisory Board of the Company was held on the website of the Shanghai Stock Exchange.

(www.sse.com.cn) disclosed the "Announcement and Verification Opinions on the List of Incentive Objects Granted for the First Time by the Company's 2021 Restricted Stock Incentive Plan" (Announcement No. 2021-009).

3. On April 16, 2021, the Company held its first interim shareholders' meeting in 2021, which approved

"Proposal on the Company's Restricted Stock Incentive Plan for 2021 (Draft)" and its Summary "," Proposal on the Management Measures for the Implementation of the Company's Restricted Stock Incentive Plan for 2021 "and" Proposal on the Application of the Company's Restricted Stock Incentive Plan for 2021"

will authorize the Board of Directors to handle matters related to the 2021 Restricted Stock Incentive Plan. April 2021

On the 17th, the company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) the "self-examination report on the trading of company stocks by insiders and incentive objects of the company's 2021 restricted stock incentive plan" (announcement No.: 2021-012).

4. On June 11, 2021, the company held the 19th meeting of the second board of directors and the second supervisor.

At the eleventh meeting of the Commission, the Commission considered and adopted the Adjustment of the First Grant of the 2021 Restricted Stock Incentive Plan.

The bill on the first grant of restricted stock to the incentive object. The independent directors of the company issued an independent opinion on the matter. The Supervisory Board verified the list of incentive recipients on the first grant date and issued a verification opinion.

5. On April 13, 2022, the company held the 28th meeting of the second board of directors and the second supervisor.

At the 16th meeting of the board of directors, the proposal on granting reserved restricted shares to incentive objects was deliberated and passed. The independent directors of the company issued an independent opinion on the matter. The Supervisory Board verified the list of incentive recipients reserved for the grant date and issued a verification opinion.

6. On June 14, 2023, the company held the 13th meeting of the third board of directors and the third supervisor.

At the tenth meeting of the meeting, the "Proposal on Adjusting the Grant Price and Quantity of the 2021 Restricted Stock Incentive Plan", the "Proposal on the Disposal of Certain Restricted Stocks", and the "Proposal on the First Grant of the Company's 2021 Restricted Stock Incentive Plan Part of the First Vesting Period Meets the Vesting Conditions." The independent directors of the Company have issued independent opinions with explicit consent on relevant matters. The Supervisory Board verified the relevant matters of this incentive plan and issued relevant verification opinions. The aforementioned related matters were disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on June 15, 2023.

7. On July 26, 2023, the Company disclosed "On Restricted Stock Incentives for 2021Plan for the first time

Grant Part First Vesting Period Vesting Results and Share Listing Announcement.

8. On June 26, 2024, the company held the 23rd meeting of the third board of directors and the third supervisor

The 18th meeting of the board of directors deliberated and passed the "Proposal on Adjusting the Grant Price and Quantity of the 2021 Restricted Stock Incentive Plan", "Proposal on Void and Disposal of Some Restricted Stocks", and "About the Company's 2021 Restricted Stock Incentive Plan The first grant part of the second vesting period and the first vesting period of the reserved grant part meet the vesting conditions." The Company's Remuneration and Appraisal Committee has issued a clear and agreed opinion on related matters. The Supervisory Board verified the relevant matters of this incentive plan and issued relevant verification opinions. The aforementioned related matters were disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on June 27, 2024.

To sum up, the independent financial consultant believes that as of the date of this report, the necessary approval and authorization have been obtained for the first grant of the second vesting period of the incentive plan and the vesting conditions of the first vesting period of the reserved grant part, which are in line with the relevant provisions of the administrative measures, listing rules and incentive plan (Draft).

Achievement of vesting conditions (II) the first grant of part of the second vesting period and the reserved grant of part of the one vesting period under the Restricted Stock Incentive Plan

1. According to the vesting schedule, the first grant of restricted stock under the incentive plan has entered the second vesting period, and the reserved grant of some restricted stock has entered the first vesting period.

According to the relevant provisions of the incentive plan, the second vesting period of restricted shares granted for the first time by the first class of incentive objects and the second class of incentive objects is "the first trading day after 36 months from the date of the corresponding grant to the last trading day within 48 months from the date of the corresponding grant". The first grant date of this incentive plan is June 11, 2021, so the first restricted shares of the first type of incentive object and the second type of incentive object are granted.

The second vesting period for the ticket is from June 11, 2024 to June 10, 2025.

According to the relevant provisions of the incentive plan, the first vesting period of restricted stock reserved for grant is "the first trading day after 24 months from the date of the corresponding grant to the last trading day within 36 months from the date of the corresponding grant". The grant date of this incentive plan reservation is April 13, 2022, so the reserved grant

The first vesting period for the Restricted Shares is from April 13, 2024 to April 12, 2025.

2. A description of the conditions for attribution of restricted stock

Pursuant to the authorization of the Company's First Extraordinary General Meeting of Shareholders in 2021, and the Company's 2021 Restricted

According to the relevant provisions of the Stock Incentive Plan (Draft) and the Measures for the Administration of the Implementation of the 2021 Restricted Stock Incentive Plan, the second vesting period for the first grant of some restricted stocks under the 2021 Restricted Stock Incentive Plan and the first vesting period for the reserved grant of some restricted stocks have been fulfilled, and the vesting conditions are now

The achievements are described below:

Achievement of vesting conditions

1. company does not have any of the following circumstances:

1, the most recent fiscal year financial accounting report by a certified public accountant issued a negative intention.

See or unable to express an opinion on the audit report;

2. Internal control over financial reporting in the most recent fiscal year was issued by a certified public accountant.

An audit report that is qualified or unable to express an opinion.

3, In the last 36 months after listing, there have been cases of failure to comply with laws and regulations, articles of association, public

A situation in which a commitment is made to distribute profits;

4, laws and regulations shall not implement equity incentives;

5. Other circumstances determined by the CSRC.

2. incentive object does not have any of the following situations:

1, the stock exchange within the last 12 months as inappropriate candidates;

2, the last 12 months by the China Securities Regulatory Commission and its dispatched agencies identified as inappropriate person incentive object did not occur before

Select; form, meet the attribution conditions.

3, in the last 12 months due to major violations of laws and regulations by the China Securities Regulatory Commission and its dispatch.

Administrative penalties or the adoption of market prohibition measures;

4, with the provisions of the the People's Republic of China Company Law may not serve as a senior company.

Management personnel;

5, laws and regulations shall not participate in the equity incentive of listed companies;

6. Other circumstances identified by the CSRC.

Company 2021 Restricted Stock Stimulation

109 awarded for the first time under the incentive scheme

Among the incentive objects: 9 incentive pairs

Like leaving for personal reasons, for the first time.

Grant incentives to 100 still in service

The term of office of the 3. vesting period requires the object to meet the vesting term of office.

Each batch of restricted stock granted to the incentive object shall meet 12 requirements before vesting;

A term of office of more than one month. Company 2021 Restricted Stock Stimulation

The incentive plan reserves 24 incentives granted.

Among the incentive objects: 9 incentive objects

Resignation for personal reasons, reserved grant

To 15 incentive targets still in service

Meet vesting tenure requirements.

4. company-level performance appraisal requirements

The first type of incentive object and the second type of incentive object first grant part of the second attribution

The performance appraisal requirements for the subordinate period are required to meet the following requirements: according to the Company's 2021 Annual Report

Report, 2022, 2023

Performance Appraisal Target Report for the Attribution Period: Company 2021-2023

Cumulative operating income is 14.741 billion

The second meets one of the following two targets: $; 2021-2023 net profit

The cumulative operating income for the attribution period (1)2021-2023 is not less than 6.58 billion yuan; The cumulative amount is 1.781 billion yuan. For the first time

(2) The cumulative net profit for 2021-2023 is not less than 0.97 billion yuan. Grant Part Second Vesting Period Public

The performance appraisal requirements for the first vesting period of the reserved grant portion are required to meet the following division-level performance appraisal requirements.

Requirements:.

The performance appraisal objectives for the vesting period are based on the Company's 2021 Annual Report.

Meet one of the following two objectives: report, 2022 annual report: public.

The first (1)2021-2022 cumulative operating income of not less than 4.05 billion yuan; Division 2021-2022 operating income

The cumulative net profit for the attribution period (2)2021-2022 is not less than 0.61 billion yuan. Accumulated to 7.388 billion yuan; 2021-

Cumulative net profit in 2022 is 9.29

Note: The above "operating income" is based on RMB 100 million audited by the accounting firm engaged by the company. The calculation is based on the data contained in the first consolidated statement of the reserved grant part. "Net profit" is the net profit attributable to the parent, net of the performance test at the company level for each attribution period.

The impact of equity incentive fees. The nuclear requirements have been completed.

If the company fails to meet the above performance appraisal targets, all incentive targets will be counted for the year.

All restricted shares classified as belonging are canceled and become invalid.

5. meet the individual-level performance appraisal requirements of incentive targets, the company's 2021 restricted stock incentive.

The individual-level performance appraisal of all incentive recipients is awarded for the first time under the Company's Board of Directors Compensation and Incentive Plan to those who are still in service.

Under the guidance of the appraisal committee, the human resources department is responsible for the comprehensive appraisal of 98 of the 100 incentive objects during the appraisal period, and determines the number of shares actually attributed to the individual performance appraisal of the incentive object according to the appraisal results of the incentive object. The performance appraisal results of the incentive objects are divided into A, B +, B, and the price results are "A" and "B +". C and D (the personal performance appraisal of the year when the incentive objects leave office during the appraisal period is regarded as D). The personal level attribution ratio for the current period is five grades. At that time, according to the corresponding personal level attribution ratio in the following appraisal rating table, 100; 2 incentive target individuals

Example to determine the number of shares actually owned by the incentive object: the results of the performance appraisal evaluation are.

Assessment results A B + B C D "B",Current Individual Level Attribution

At the personal level, 100, 80, 50, 0, 0, 80.

Proportional Company 2021 Restricted Stock Excitation

Number of restricted shares actually vested in all incentive recipients during the period = Individual current incentive plan reservation grants that are still in service

Number of plan attributions × proportion of individual-level attributions.

The restricted stocks to which all incentive objects are planned to belong in the current period cannot be attributed due to assessment reasons. Of the 15 incentive objects: 15 incentive objects

If it is vested or not fully vested, it is void and invalidated and may not be deferred to the following year. Individual performance appraisal and evaluation of incentive objects

The result is "A", "B +",

The proportion of individual-level vesting in the current period is

100 percent.

In summary, the Board of Directors considers that the 2021 Restricted Stock Incentive Plan (Draft) provides for the first time.

Second vesting period for the grant of partially restricted stock and one vesting period for the reserved grant of partially restricted stock

The conditions have been fulfilled and it is agreed that the Company will handle the attribution of the relevant restricted stock in accordance with the relevant provisions of this Incentive Plan.

related matters.

(III) the specifics of this attribution

1, the first grant of part of the restricted stock ownership.

(1) First grant date: June 11, 2021

(2) Vesting quantity: 500365 shares.

(3) Number of persons vested: 100.

(4) Grant price: 11.60 yuan/share (after adjustment)

(5) Source of stock: the company's targeted issuance of the company's A- share common stock to the incentive target.

(6) List of incentive objects and attribution

Restricted attributable quantity granted Attributable quantity as a percentage of attributable quantity granted

No. Name Nationality Job Number of shares (10,000 (10,000 shares) Restricted shares granted

shares) the proportion of the total

1. senior management

1 China CFO 4.116 2.058 50%

2 Wang Yinchao China Board Secretary 4.116 1.2348 30%

Subtotal 8.232 3.2928 40%

2. other incentive objects

Other personnel (98) whom the board believes need to be motivated 46.7437 41.60 per cent 112.3668

First Grant Total 120.5988 50.0365 41.49

Note: The above table does not include incentive targets for separation in the first grant section.

Vesting of some restricted stock granted by (II) reservation

1. Reservation grant date: April 13, 2022

2, number of ownership: 85061 shares.

3. Number of people belonging: 15.

4. Grant Price: 11.60 Yuan/Share (Adjusted)

5, stock source: the company to the incentive target targeted issuance of the company's A- share common stock.

6. Incentive object list and attribution

Restricted attributable quantity granted Attributable quantity as a percentage of attributable quantity granted

No. Name Nationality Job Number of shares (10,000 (10,000 shares) Restricted shares granted

shares) the proportion of the total

1. senior management

1 Dujin Li China CFO 4.116 1.6464 40%

Subtotal 4.116 1.6464 40%

2. other incentive objects

17.1500 6.8597 of 40% of other personnel (14) deemed by the Board to be motivated

Reserved grants total 21.2660 8.5061 40%

Note: The above table does not include incentive targets for separation in the first grant section.

(IV) concluding observations

In the opinion of this independent financial adviser, as of the date of this report, the 2021 of Goodway Technologies Co.

The second vesting period of the first grant portion of the restricted stock incentive plan and the first vesting period of the reserved grant portion.

The conditions for vesting have been fulfilled and the necessary approvals and authorizations have been obtained, in accordance with the Companies Act, the

The relevant provisions of the Securities Law and the Measures for the Administration of Equity Incentives for Listed Companies, as well as the Company

Relevant provisions of the 2021 Restricted Stock Incentive Plan (Draft). Vesting of this restricted stock

It is still necessary to comply with the Measures for the Administration of Equity Incentives for Listed Companies and the Company's 2021 Restricted Stock Incentive Plan.

(Draft) "the relevant provisions of the information disclosure within the prescribed time limit and the Shanghai Stock Exchange to handle the corresponding

Follow-up formalities.