Stock abbreviation: Geke Micro Stock code: 688728

Geke Micro Co., Ltd

2024 Restricted Stock Incentive Plan (Draft)

December 2024

statement

The Company and all directors guarantee that there are no false records, misleading statements or material omissions in this incentive plan and its summary, and assume legal responsibility for the authenticity, accuracy and completeness of its contents in accordance with the law.

Special Tips

1. The 2024 Restricted Stock Incentive Plan (Draft) of Geke Micro Co., Ltd. (hereinafter referred to as the "Incentive Plan") is formulated by Geke Micro Co., Ltd. (hereinafter referred to as "Geke Micro", the "Company" or "the Company") in accordance with the Securities Law of the People's Republic of China, the Administrative Measures for Equity Incentives of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guide for Listed Companies on the Science and Technology Innovation Board No. 4 - Information Disclosure of Equity Incentive Information and other relevant laws, administrative regulations and normative documents. and the Memorandum and Articles of Association of Galaxy Core Inc. as amended and restated by the 11th Amendment and Restatement.

2. The incentive form adopted by this incentive plan is the second type of restricted stock. The source of the shares is the Company's RMB A ordinary shares issued by the Company to the incentive recipients and/or the RMB A ordinary shares of the Company repurchased from the secondary market.

Incentive recipients who meet the grant conditions of this incentive plan will receive A ordinary shares of the Company at the grant price during the vesting period after satisfying the corresponding vesting conditions and vesting arrangements, and such shares will be registered with China Securities Depository and Clearing Corporation Shanghai Branch. Before the vesting of the restricted shares granted to the incentive recipients, the incentive recipients do not enjoy the rights of shareholders of the company, and the above-mentioned restricted shares shall not be transferred, used as guarantees or to repay debts.

3. The number of restricted shares to be granted to the incentive object in this incentive plan is 10,000,000 shares, accounting for about 0.38% of the company's total share capital of 260,0586,667 shares on the date of the announcement of the draft incentive plan. This grant is a one-time grant with no reserved benefits.

The company's 2022 annual general meeting of shareholders deliberated and approved the "2023 restricted shares of Geke Micro Co., Ltd."

The Incentive Plan is still being implemented. The number of underlying shares involved in the incentive plan is 9,115,200 shares, and the number of underlying shares involved in this incentive plan is 10,000,000 shares, so the company is all within the validity period of the incentive

The number of underlying shares involved in the plan is 19,115,200 shares, accounting for about 0.74% of the company's total share capital of 260,0586,667 shares on the date of the announcement of the draft incentive plan. As of the date of the announcement of the draft incentive plan, the total number of underlying shares involved in all the company's equity incentive plans within the validity period has not exceeded 20.00% of the company's total share capital. The cumulative number of shares of the company granted to any incentive recipient in this incentive plan through all the equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company.

4. A total of 152 incentive objects are involved in this incentive plan, including those who are considered by the board of directors of the company (including subsidiaries, the same below) to be in need of incentives when the company announces this incentive plan. The company has not set up a board of supervisors, and the above-mentioned incentive objects do not include independent directors of Gekewei, shareholders or actual controllers who hold more than 5% of the company's shares individually or collectively, and their spouses, parents and children.

5. The grant price of the restricted shares of this incentive plan is RMB 8.62 per share. During the period from the date of the announcement of the draft incentive plan to the completion of the registration of the vesting of restricted shares, if the company converts capital reserve into share capital, distributes stock dividends, subdivides shares, shrinks shares, allotments or dividends, etc., the grant price and number of rights and interests of restricted shares will be adjusted accordingly according to this incentive plan.

6. The validity period of this incentive plan shall be from the date of grant of restricted shares to the date of full vesting or invalidation of the restricted shares granted to the incentive recipients, with a maximum of 10 years.

7. The restricted shares granted under this incentive plan shall vest in four phases after 12 months from the date of grant, and the proportions of each period shall be 20%, 20%, 30% and 30% respectively.

The company-level performance appraisal objectives of the restricted shares granted under this incentive plan are shown in the following table:

Vesting period Corresponding assessment of product line revenue of 13 million pixels or more (A)

Annual Target Value (Am) Trigger Value (An)

The first vesting period is 1.500 billion yuan and 1.200 billion yuan in 2025

The second vesting period is 2.000 billion yuan and 1.600 billion yuan in 2026

The third vesting period is 2.400 billion yuan and 1.920 billion yuan in 2027

The fourth vesting period is 2.800 billion yuan and 2.240 billion yuan in 2028

Assessment Indicators Performance Completion Company-level Attribution Ratio (X)

A≥Am X=100%

13 million pixels and above product line Am>A≥An X=A/Am

Revenue (A)

An＞A X=0%

Note: The revenue of the 13 million pixels and above product line is based on the revenue of the 13 million pixels and above product line in the company's annual report.

8. The company does not have the following circumstances that prohibit the implementation of equity incentives as stipulated in the Administrative Measures for Equity Incentives of Listed Companies:

(1) The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

(2) The audit report on the internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or could not express an opinion;

(3) In the last 36 months after listing, there has been a failure to distribute profits in accordance with laws and regulations, the Articles of Association and public commitments;

(4) Where laws and regulations provide that equity incentives must not be implemented;

(5) Other circumstances identified by the China Securities Regulatory Commission.

9. The incentive object of this incentive plan does not have the following circumstances that are not allowed to become the incentive object as stipulated in the Administrative Measures for Equity Incentives of Listed Companies:

(1) Identified as an unsuitable person by the stock exchange within the last 12 months;

(2) Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

(3) In the past 12 months, the China Securities Regulatory Commission (CSRC) and its dispatched agencies have been subject to administrative penalties or market entry bans for major violations of laws and regulations;

(4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

(5) Where laws and regulations provide that they must not participate in the equity incentive of a listed company;

(6) Other circumstances determined by the China Securities Regulatory Commission.

10. Gekewei promises: The company will not provide loans or any other form of financial assistance for any incentive recipient to obtain relevant rights and interests in accordance with this incentive plan, including providing guarantees for its loans.

11. Geke Micro promises: There are no false records, misleading statements or major omissions in the information disclosure documents related to this incentive plan.

12. The incentive object of this incentive plan promises: If the company does not meet the requirements for granting rights or exercising rights and interests due to false records, misleading statements or material omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained by this incentive plan to the company after the relevant information disclosure documents are confirmed to contain false records, misleading statements or material omissions.

13. The incentive plan can only be implemented after the special resolution of the company's general meeting of shareholders is deliberated and approved.

14. After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene a board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for obtaining benefits, it will be counted from the date of achievement of the conditions) in accordance with relevant regulations, and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall promptly disclose the reasons for the failure and announce the termination of the implementation of this incentive plan. According to the Measures for the Administration of Equity Incentives of Listed Companies and the Self-Regulatory Guidelines for Listed Companies on the STAR Market No. 4 - Disclosure of Equity Incentive Information, the period during which rights and interests may not be granted shall not be counted within 60 days.

15. The implementation of this incentive plan will not lead to the company's equity distribution not meeting the listing conditions.

directory

Statement...... 1

Special Reminder...... 1

Chapter I: Interpretation...... 6

Chapter 2 Purpose of this incentive plan...... 8

Chapter III The management body of this incentive plan...... 9

Chapter IV: Basis and Scope for Determining Incentive Targets...... 10

Chapter 5 The rights and interests to be granted in this incentive plan...... 12

Chapter VI List of Incentive Recipients and Distribution of Rights and Interests to be Granted...... 13

Chapter VII Validity Period, Grant Date, Vesting Arrangements and Lock-up Period...... 14

Chapter VIII Grant Price of Restricted Shares and Method of Determination ...... 17

Chapter IX Conditions for the Grant and Vesting of Restricted Stocks...... 18

Chapter 10 Adjustment Methods and Procedures of the Incentive Plan...... 23

Chapter 11 Accounting Treatment of Restricted Stocks...... 26

Chapter 12 Procedures for the Implementation, Grant, Vesting, Change and Termination of the Incentive Plan...... 29

Chapter 13 Other Rights and Obligations of the Company/Incentive Recipients...... 33

Chapter 14 Handling of this incentive plan in the event of a change in the company/incentive object...... 37

Chapter XV: Supplementary Provisions ...... 41

Chapter I: Interpretation

Unless otherwise specified, the following words shall have the following meanings herein:

Paraphrase Paraphrase Content

GalaxyCore Inc., the Company, the Company, and Listed Companies refer to GalaxyCore Inc.

Restricted Stock Incentive Plan, this Incentive Plan, Refers to the 2024 Restricted Stock Incentive Plan of Gekowei Co., Ltd

Equity Incentive Plan

Restricted Shares and Class II Restricted Stocks refer to the incentive objects that meet the conditions for granting this incentive plan, and meet the corresponding requirements

The company's shares are obtained and registered in installments after the benefit conditions

Incentive Recipient refers to the company that obtains restricted shares in accordance with the provisions of this incentive plan

(including subsidiaries) of the board of directors who deems it necessary to incentivize

Subsidiary means GalaxyCore Inc., which holds direct or indirect shares

wholly-owned and holding subsidiaries at home and abroad

Grant Date refers to the date on which the Company grants restricted shares to the incentive recipients, and the grant date must be

Must be a trading day

Grant Price refers to the incentive determined by the Company when granting restricted shares to incentive recipients

The price at which the subject receives shares in the company

Vesting means that after the incentive object meets the conditions for benefit, the listed company will register the shares to

The behavior of the incentivized account

Vesting date refers to the date on which the registration of the granted shares is completed after the incentive recipient meets the conditions for benefit

Period, which must be a trading day

Vesting conditions refer to the incentive plan established by this incentive plan, and the incentive object is the incentive stock exchange

Beneficiary conditions to be met

Validity period refers to the restriction from the date of grant of restricted shares to the date of grant to the incentive recipient

The date on which all shares become vested or voided expires

Remuneration Committee means the Remuneration and Appraisal Committee of the Board of Directors of the Company

China Securities Regulatory Commission means the China Securities Regulatory Commission

Stock Exchange means the Shanghai Stock Exchange

Depository and Clearing Corporation means China Securities Depository and Clearing Corporation Shanghai Branch

SAFE means the State Administration of Foreign Exchange or its local branches

"Company Law" means the Company Law of the People's Republic of China

"Securities Law" means the Securities Law of the People's Republic of China

"Administrative Measures" refers to the Administrative Measures for Equity Incentives of Listed Companies

"Listing Rules" means the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange

"Self-Regulatory Guidelines" refers to the Self-Regulatory Guidelines for Listed Companies on the STAR Market No. 4 - Equity Incentives

Disclosure of incentive information》

《GalaxyCoreInc（. Geke Micro Co., Ltd.) was revised by the 11th time

Memorandum and Articles of Association as specified and restated in the Articles of Association or not

The new version that applies

"Measures for the Management of Company Assessment" refers to the "2024 Restricted Stock Incentive Plan of Geke Micro Co., Ltd."

Measures for the management of assessment and management》

RMB/10,000/100 million yuan refers to RMB/10,000 yuan/100 million yuan, the legal tender of the People's Republic of China

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Chapter 2 The purpose of this incentive plan

1. The purpose of this incentive plan

In order to further improve the corporate governance structure of the company, establish and improve the company's long-term incentive and restraint mechanism, attract and retain the company's outstanding talents, fully mobilize their enthusiasm and creativity, effectively enhance the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, so that all parties can pay attention to the long-term development of the company and ensure the realization of the company's development strategy and business objectives, under the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, in accordance with the "Securities Law" This incentive plan is formulated in accordance with the provisions of relevant laws, administrative regulations, normative documents and the Articles of Association of the Company, such as the Administrative Measures, the Listing Rules, and the Self-Regulatory Guidelines.

2. Brief information on other equity incentive plans and long-term incentive mechanisms

As of the announcement date of the draft incentive plan, the company is implementing the "Geke Micro Co., Ltd. 2023 Restricted Stock Incentive Plan", which is independent of the "Geke Micro Co., Ltd. 2023 Restricted Stock Incentive Plan" being implemented and has no relevant connection.

The company's 2022 annual general meeting of shareholders deliberated and approved the "2023 Restricted Stock Incentive of Geke Micro Co., Ltd

Incentive Plan.

On July 5, 2023, the company granted 9.50 million restricted shares to 145 incentive recipients for the first time; public

On April 25, 2024, the company reserved 500,000 restricted shares to be granted to 3 incentive recipients.

The first vesting period of the Company's 2023 restricted stock incentive plan is partially granted for the first time, which meets the vesting conditions

The share registration of the 1,704,000 restricted shares was completed on 19 November 2024.

Chapter 3 The management body of this incentive plan

1. The general meeting of shareholders, as the highest authority of the company, is responsible for reviewing and approving the implementation, change and termination of this incentive plan. The General Meeting of Shareholders may, within the scope of its authority, delegate to the Board of Directors certain matters related to this incentive plan.

2. The Board of Directors is the executive management body of the incentive plan and is responsible for the implementation of the incentive plan. The Remuneration Committee under the Board of Directors is responsible for formulating and revising the incentive plan and submitting it to the Board of Directors of the Company for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders of the company for approval, and the relevant matters of the incentive plan shall be handled within the scope of the authorization of the general meeting of shareholders.

3. The Company is established in accordance with the Companies Law of the Cayman Islands and does not have a Board of Supervisors. Therefore, the independent directors are the supervisory bodies of the incentive plan and should express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders. The independent directors shall review the list of incentive recipients of the incentive plan, and supervise whether the implementation of the incentive plan complies with relevant laws, administrative regulations, normative documents and business rules of the stock exchange. The independent directors shall solicit proxy voting rights from all shareholders in connection with the incentive plan.

4. If the Company changes the incentive plan before or after the approval of the general meeting of shareholders, the Remuneration Committee shall make recommendations to the Board of Directors of the Company, and the independent directors shall express their opinions on whether the changed plan is conducive to the sustainable development of the Company and whether there is any obvious damage to the interests of the Company and all shareholders.

5. Before the Company grants rights and interests to the incentive recipients, the Remuneration Committee shall make recommendations to the Board of Directors on the achievement of the conditions for the granting of benefits to the incentive recipients, and the independent directors shall express a clear opinion on whether the conditions for the granting of benefits to the incentive recipients set out in this incentive plan have been achieved. If there is a discrepancy between the rights and interests granted by the Company to the incentive recipients and the arrangements of this incentive plan, the Remuneration Committee shall make recommendations to the Board of Directors of the Company, and the independent directors (when the incentive recipients change) shall express a clear opinion.

6. Before the incentive recipient exercises its rights and interests, the remuneration committee shall make recommendations to the board of directors on the achievement of the conditions for the incentive recipients to exercise their rights and interests, and the independent directors shall express a clear opinion on whether the conditions for the incentive recipients to exercise their rights and interests set out in this incentive plan have been achieved.

Chapter IV: The basis and scope for determining the incentive targets

1. The basis for determining the incentive object

(1) The legal basis for the determination of the incentive recipients

The incentive objects of this incentive plan are determined in accordance with the relevant provisions of relevant laws, administrative regulations, normative documents and the Articles of Association of the Company in accordance with the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, the Self-Regulatory Guide and other relevant laws, administrative regulations, normative documents and the Articles of Association, combined with the actual situation of the company.

(2) The basis for the position determined by the incentive recipient

The incentive objects of this incentive plan are those who are deemed to need incentives by the board of directors of the company (including subsidiaries) (the company has not set up a board of supervisors, and the independent directors of Gekewei are not included in the above-mentioned incentive objects). The remuneration committee shall draw up a list of personnel who meet the scope of incentive objects of this incentive plan, and shall be verified and determined by the independent directors of the company.

2. The scope of incentive objects

A total of 152 incentive recipients are involved in this incentive plan, accounting for the company's total employees as of December 31, 2023

9.19% of the number of 1,654 people.

The company has not set up a board of supervisors, and the above incentive objects do not include independent directors of Gekewei, shareholders or actual controllers who hold more than 5% of the company's shares individually or collectively, and their spouses, parents and children. Among the incentive objects of this incentive plan, all incentive objects must have a labor relationship, labor relationship or employment relationship with the company or the company's subsidiaries during the assessment period of this incentive plan.

The above incentive objects include some foreign employees, and the company includes them in this incentive plan because: the foreign employees included in the incentive objects are the key personnel of the corresponding positions, play an important role in the company's operation and management, technology research and development, business development, etc., and belong to the company's core backbone personnel; Equity incentive is a common incentive method for overseas companies, and this incentive plan will further promote the construction and stability of the company's core talent team, thereby contributing to the company's long-term development.

3. Circumstances that cannot be the incentive object of this incentive plan

(1) Identified as an unsuitable person by the stock exchange within the last 12 months;

(2) Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

(3) In the past 12 months, the China Securities Regulatory Commission (CSRC) and its dispatched agencies have been subject to administrative penalties or market entry bans for major violations of laws and regulations;

(4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

(5) Where laws and regulations provide that they must not participate in the equity incentive of a listed company;

(6) Other circumstances determined by the China Securities Regulatory Commission.

If any of the above circumstances occur during the implementation of this incentive plan, the company will terminate its right to participate in this incentive plan, and its vested restricted shares will not be disposed of, and the restricted shares that have been granted but not yet vested shall not be vested and will be invalidated.

4. Verification of incentive objects

(1) After the board of directors of the company deliberates and approves this incentive plan, the company will publicize the name and position of the incentive object within the company through the company's website or other channels for a period of not less than 10 days.

(2) If the company does not set up a board of supervisors, the independent directors of the company will review the list of incentive recipients and fully listen to the public opinions. The Company will disclose the independent directors' explanation of the review and publicity of the list of incentive recipients 5 days before the shareholders' meeting deliberates on the incentive plan. The list of incentive recipients adjusted by the board of directors of the company shall also be verified by the independent directors of the company.

Chapter 5 The rights and interests to be granted in this incentive plan

1. The form of rights and interests to be granted in this incentive plan

The incentive form adopted by this incentive plan is the second type of restricted stock.

2. The source and type of underlying stocks involved in the rights and interests to be granted in this incentive plan

The source of the underlying shares involved in this incentive plan is the Company's RMB A ordinary shares issued to the incentive recipients and/or the Company's RMB A ordinary shares repurchased from the secondary market.

3. The number of rights to be granted in this incentive plan and the proportion of the total shares of the company

The number of restricted shares to be granted to the incentive object in this incentive plan is 10,000,000 shares, accounting for about 0.38% of the company's total share capital of 260,0586,667 shares on the date of the announcement of the draft incentive plan. This grant is a one-time grant with no reserved benefits.

The company's 2022 annual general meeting of shareholders deliberated and approved the "Geke Micro Co., Ltd. 2023 Restricted Stock Offer

The number of underlying shares involved in the incentive plan is 9,115,200 shares, and the number of underlying shares involved in the incentive plan is 10,000,000 shares, so the number of underlying shares involved in the company's incentive plan within the validity period is 19,115,200 shares, accounting for about 0.74% of the company's total share capital of 260,0586,667 shares on the date of the announcement of the draft incentive plan. As of the date of the announcement of the draft incentive plan, the total number of underlying shares involved in all the company's equity incentive plans within the validity period has not exceeded 20.00% of the company's total share capital. The cumulative number of shares of the company granted to any incentive recipient in this incentive plan through all the equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company.

Chapter VI List of incentive recipients and distribution of rights and interests to be granted

1. The list of incentive recipients and the distribution of rights and interests to be granted

Restrictions on the Grant of the Incentive Plan Occupy the Incentive Plan

Name Position Nationality Number of Shares Number of Rights to be Granted Draft Announcement of Shares

(10,000 shares) Proportion of total capital

1. Directors, senior management personnel and core technical personnel

/ / / / / /

2. Personnel deemed by the Board of Directors to be in need of incentives (152 people) 1,000.00 100% 0.38%

Total 1,000.00 100% 0.38%

2. Relevant instructions

(1) The cumulative amount of shares of the Company granted to any of the above-mentioned incentive recipients through all the equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the Company. The total number of underlying shares involved in all the company's equity incentive plans during the validity period does not exceed 20.00% of the company's total share capital. If the incentive recipient voluntarily gives up the granted benefits due to personal reasons, the board of directors shall adjust the number of grants accordingly, and directly reduce or distribute the shares of rights and interests waived by the incentive recipients. Incentive recipients who meet the vesting conditions may reduce the number of restricted shares subscribed accordingly when subscribing for restricted shares, and the restricted shares that the incentive recipients give up their subscription will automatically become invalid from the date of their abandonment of subscription.

(2) The company has not set up a board of supervisors, and the incentive objects of this incentive plan do not include independent directors of Gekewei, shareholders or actual controllers who hold more than 5% of the company's shares individually or collectively, and their spouses, parents and children.

Chapter VII Validity Period, Grant Date, Vesting Arrangement and Lock-up Period

1. The validity period of this incentive plan

The incentive plan is valid for a maximum of 10 years from the date of grant of restricted shares to the date on which all restricted shares granted to the incentive recipients vest or become invalid.

2. The date of grant of this incentive plan

After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene a board of directors to grant rights and interests to the incentive recipients in accordance with relevant regulations within 60 days (if there are conditions for granting benefits, from the time after the conditions are fulfilled), and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall promptly disclose the reasons for the failure and announce the termination of the implementation of this incentive plan. According to the Administrative Measures and the Self-Regulatory Guidelines, the period during which rights and interests are not granted shall not be counted within 60 days.

The grant date shall be determined by the board of directors of the company after the approval of the general meeting of shareholders of the company, and the grant date must be a trading day.

3. Attribution arrangements for this incentive plan

The restricted shares granted by this incentive plan shall vest in accordance with the agreed proportion after 12 months from the date of grant, and after the incentive object meets the corresponding vesting conditions, the vesting date must be the trading day within the validity period of this incentive plan, but the relevant laws, administrative regulations and departmental rules shall not vest during the period when the directors and senior managers of the listed company have restrictions on the trading of the company's shares.

If the company's directors, senior management and their spouses, parents and children as incentive recipients reduce their holdings of restricted shares before the vesting of restricted shares, the vesting of their restricted shares will be postponed for 6 months from the date of the last reduction in accordance with the provisions of the Securities Law on short-term trading.

During the validity period of this incentive plan, if there is a change in the relevant laws, administrative regulations, normative documents and articles of association of the company in the relevant laws, administrative regulations, normative documents and articles of association of the company, the incentive object will be vested

Restricted shares shall comply with the provisions of the amended Company Law, Securities Law and other relevant laws, regulations, normative documents and the Articles of Association.

The vesting arrangements for restricted shares are set out in the table below:

Vesting Arrangement Vesting Period Vesting Ratio

1. Start date: The first trading day after 12 months from the grant date.

2. The termination date is the later of the following dates:

The first vesting period (1) on the last trading day within 24 months from the date of grant; 20%

(2) If the company needs to handle the vesting of this incentive plan and restricted shares

The registration related to foreign exchange management shall be completed from the registration of foreign exchange management

On the last trading day within 4 months from the date of the day.

Starting Date: The first trading day after the expiration date of the first vesting period.

Second vesting period Termination date: The last 20% of the 12 months after the expiration date of the first vesting period

On the day of a trading day.

From date: The first trading day after the expiration date of the second vesting period.

Third vesting period Termination date: The last 30% of the 12 months following the expiration date of the second vesting period

On the day of a trading day.

Start Date: The first trading day after the expiration date of the third vesting period

Fourth vesting period Termination date: The last 30% of the 12 months following the expiration date of the third vesting period

On the day of a trading day.

Restricted shares that do not meet the vesting conditions within the above-mentioned agreed period shall not be vested or deferred to the next year, and shall be invalidated by the Company in accordance with the provisions of this incentive plan.

After the vesting conditions of the restricted shares are met, the company will handle the vesting of the restricted shares that meet the vesting conditions.

4. The lock-up period of this incentive plan

The lock-up provisions on the restricted shares granted to the incentive recipients through this incentive plan shall be implemented in accordance with the provisions of the Securities Law and other relevant laws, administrative regulations, normative documents and the Articles of Association, as follows:

(1) If the incentive object is the company's directors and senior managers, the shares transferred each year during their tenure shall not exceed 25% of the total number of shares of the company held by them; Within half a year after resignation, the shares of the Company held by him shall not be transferred.

(2) If the incentive object is the company's directors, senior management and their spouses, parents and children, the company's shares held by them are sold within 6 months after purchase, or bought again within 6 months after the sale, and the income is obtained therefrom

The proceeds are owned by the Company and the Board of Directors of the Company will recoup the proceeds.

(3) During the validity period of this incentive plan, if there is a change in the relevant provisions of the Securities Law and other relevant laws, administrative regulations, normative documents and the Articles of Association on the transfer of shares held by the company's directors and senior managers, the transfer of the company's shares held by these incentive recipients shall comply with the provisions of the revised Securities Law and other relevant laws, regulations, normative documents and the Articles of Association at the time of transfer.

Chapter VIII Grant Price and Determination Method of Restricted Shares

1. The grant price of restricted shares

The grant price of the restricted shares of this incentive plan is 8.62 yuan per share, that is, after the grant conditions and vesting conditions are met, the incentive recipients can purchase the company's shares at a price of 8.62 yuan per share.

2. The method of determining the grant price of restricted shares

The grant price of the restricted shares of this incentive plan shall not be lower than the par amount of the shares, and shall not be lower than the higher of the following prices:

(1) 50% of the average trading price of the company's shares on the first trading day before the announcement of the draft incentive plan, which is per share

$7.96;

(2) 50% of the average trading price of the company's shares in the 20 trading days prior to the announcement of the draft incentive plan

$8.62 shares;

(3) 50% of the average trading price of the company's shares in the 60 trading days prior to the announcement of the draft incentive plan

$8.01 shares;

(4) 50% of the average trading price of the company's shares in the 120 trading days prior to the announcement of the draft incentive plan

$7.32 per share.

Chapter IX Conditions for the Grant and Vesting of Restricted Stocks

1. Conditions for the grant of restricted shares

Only when the following conditions are met at the same time, the company will grant restricted shares to the incentive recipients; Conversely, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive recipients.

(1) The company has not experienced any of the following circumstances:

1. The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

2. The audit report on the internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion;

3. In the last 36 months after listing, there has been no profit distribution in accordance with laws and regulations, the Articles of Association, and public commitments;

4. Where laws and regulations stipulate that equity incentives shall not be implemented;

5. Other circumstances identified by the China Securities Regulatory Commission.

(2) The incentive recipient has not experienced any of the following circumstances:

1. Have been identified as an unfit person by the stock exchange within the last 12 months;

2. Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

3. In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;

4. Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

5. Laws and regulations stipulate that it is not allowed to participate in the equity incentive of listed companies;

6. Other circumstances determined by the China Securities Regulatory Commission.

2. Vesting conditions for restricted stocks

The batch of restricted shares granted to the incentive recipient can only vest if the following conditions are met during the vesting period of each batch:

(1) The company has not experienced any of the following circumstances:

1. The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

2. The audit report on the internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion;

3. In the last 36 months after listing, there has been no profit distribution in accordance with laws and regulations, the Articles of Association, and public commitments;

4. Where laws and regulations stipulate that equity incentives shall not be implemented;

5. Other circumstances identified by the China Securities Regulatory Commission.

In the event of any of the circumstances specified in Article (1) above, the restricted shares that have been granted but not vested by the incentive recipients under this incentive plan shall not be vested and shall be invalidated.

(2) The incentive recipient has not experienced any of the following circumstances:

1. Have been identified as an unfit person by the stock exchange within the last 12 months;

2. Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

3. In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;

4. Having the circumstances stipulated in the Company Law that prohibit them from serving as directors or senior managers of the company;

5. Laws and regulations stipulate that it is not allowed to participate in the equity incentive of listed companies;

6. Other circumstances determined by the China Securities Regulatory Commission.

If an incentive object falls under any of the circumstances specified in Article (2) above, the Company will terminate its right to participate in this incentive plan, and its vested restricted shares will not be disposed of, and the incentive object has been granted in accordance with this incentive plan

However, restricted shares that have not yet been vested shall not be vested and shall be invalidated.

(3) Requirements for the term of office of the vested rights and interests of the incentive recipients:

The incentive recipient must meet the tenure period of more than 12 months before vesting in each batch of restricted shares granted.

(4) Performance appraisal requirements at the company level, assessment requirements for the business unit where the incentive object is located, and assessment requirements at the individual level of the incentive object:

1. Company-level performance appraisal requirements

In the fiscal year from 2025 to 2028, the incentive plan will assess the company's performance indicators on an annual basis, and take the achievement of performance appraisal targets as one of the vesting conditions for the incentive object in the current year. The company-level performance appraisal objectives and vesting arrangements of the restricted shares granted under this incentive plan are shown in the following table:

Vesting period Corresponding assessment of product line revenue of 13 million pixels or more (A)

Annual Target Value (Am) Trigger Value (An)

The first vesting period is 1.500 billion yuan and 1.200 billion yuan in 2025

The second vesting period is 2.000 billion yuan and 1.600 billion yuan in 2026

The third vesting period is 2.400 billion yuan and 1.920 billion yuan in 2027

The fourth vesting period is 2.800 billion yuan and 2.240 billion yuan in 2028

Assessment Indicators Performance Completion Company-level Attribution Ratio (X)

A≥Am X=100%

13 million pixels and above product line Am>A≥An X=A/Am

Revenue (A)

An＞A X=0%

Note: The revenue of the 13 million pixels and above product line is based on the revenue of the 13 million pixels and above product line in the company's annual report.

If the company's current performance level does not meet the trigger value conditions of the performance appraisal target during each vesting period, all the restricted shares that are planned to be vested in the corresponding assessment year of all incentive objects shall not be vested and will be invalidated.

2. The assessment requirements of the business unit where the incentive object is located

In the fiscal year 2025-2028, this incentive plan will be divided into annual business units of incentive recipients

The assessment year is the same as the assessment year at the company level, and the assessment of the business unit where the incentive object is located shall be organized and implemented in accordance with the relevant provisions of the assessment of the equity incentive business unit formulated by the company, and the attribution ratio of the incentive object at the business unit level shall be determined according to the assessment results:

The assessment results of the business unit are good, qualified, and unqualified

Attributable ratio at business unit level (Y) 100% 80% 0%

3. The assessment requirements of the individual level of the incentive object

In the fiscal year 2025-2028, this incentive plan will be divided into annual incentives according to the individual incentive recipients

The completion of the personal Business Commitments (hereinafter referred to as "PBC") of the incentive plan is assessed to achieve the assessment target as one of the vesting conditions of the incentive object in the current year. The individual-level assessment of the incentive object will be implemented in accordance with the "Company Assessment Management Measures", and the assessment year will be the same as the company-level assessment year, and the attribution ratio at the individual level will be determined according to the assessment results, as follows:

The results of the PBC assessment at the individual level are good, pass, and fail

Individual-level attribution (Z) 100% 70% 0%

In summary, the actual number of restricted shares attributable to the incentive object in the current year = the number of restricted shares that the individual plans to vest in the current year× the company-level vesting ratio (X)× the intribution ratio at the level of the business unit where the incentive object is located (Y) × the individual-level vesting ratio (Z).

During each vesting period, the company handles the vesting of the batch of restricted shares for the incentive objects that meet the vesting conditions. If the restricted shares vested in the current plan of the incentive object cannot be vested or cannot be fully vested due to assessment reasons, the part that cannot be attributed shall be invalid and cannot be deferred to the next year.

The specific assessment content of this incentive plan shall be implemented in accordance with the "Company Assessment Management Measures".

(5) The company has completed the registration of foreign exchange management for the incentive plan and the related share ownership. (if applicable)

3. The scientific and reasonable description of the company's performance appraisal indicators

The company is one of the leading and internationally renowned semiconductor and integrated circuit design enterprises in China, and its main business is the R&D, design, packaging and testing and sales of CMOS image sensors and display driver chips. The company currently mainly provides:

QVGA (80,000 pixels) to 50 million pixels CMOS image sensor and resolution between QQVGA to

LCD between FHD and TDDI display driver chip for HD and FHD, its products are mainly used in mobile phones

It is also widely used in consumer electronics and industrial applications, including tablets, laptops, wearable devices, mobile payments, automotive electronics, etc.

At present, the company's 13 million, 32 million, and 50 million pixel image sensor products have been mass-produced and shipped.

Taking the 50-million-pixel product as an example, the product is based on the company's unique single-chip high-pixel CIS architecture, through unique FPPI technology and innovative circuit design, the logic and pixel wafer manufacturing are realized at the same layer, and finally only one effective wafer is needed to achieve high-pixel and high-performance products. The product has excellent color reproduction performance, provides excellent image resolution, and precise phase focus technology can quickly capture high dynamic images, providing a differentiated high-pixel solution for the rear main camera of mainstream mobile phones. In the future, the company will further iterate the performance of high-pixel products, and will also launch higher-pixel products based on high-pixel single-chip integration technology, so as to continuously enhance the company's core competitiveness, increase market share and expand leading advantages.

In order to achieve the company's strategic planning, business objectives, and maintain comprehensive competitiveness, this incentive plan adopts the revenue of the product line of 13 million pixels and above as the company-level performance evaluation indicator. According to the performance indicators of this incentive plan

The company's performance appraisal target value is 13 million pixels and above product lines in 2025~2028 revenue respectively

not less than 1.500 billion yuan, 2.000 billion yuan, 2.400 billion yuan, 2.800 billion yuan; The trigger value of the company's performance appraisal is:

The revenue of the product line of 13 million pixels and above in 2025~2028 will not be less than 1.200 billion yuan and 1.600 billion yuan respectively

yuan, 1.920 billion yuan, 2.240 billion yuan. On the basis of comprehensive consideration of the macroeconomic environment, the company's historical performance, industry development status, market competition and the company's future development plan and other relevant factors, the company has set the performance evaluation indicators of the restricted stock incentive plan. The assessment indicators set by this incentive plan are challenging, which will help to enhance the company's competitiveness and mobilize the enthusiasm of employees, ensure the realization of the company's future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.

In addition to the company-level performance appraisal, the company has also set up an assessment system for the business units and individuals where the incentive objects are located, which is assessed annually according to the business performance of the business units where the incentive objects are located and the completion of the personal performance commitment (PBC) of the incentive targets for this incentive plan, so as to make a more comprehensive and accurate comprehensive evaluation of the work results of the incentive objects. The company will determine whether the individual incentive recipient meets the conditions for attribution according to the assessment results of the incentive recipient.

To sum up, the assessment system of this incentive plan is comprehensive, comprehensive and operable, the assessment index setting is good scientific and reasonable, and at the same time has a certain binding effect on the incentive object, which can achieve the assessment purpose of this incentive plan.

Chapter 10 Adjustment Methods and Procedures of the Incentive Plan

1. Adjustment method for the number of restricted shares

If the company has matters such as capital reserve to share capital increase, stock dividends, stock subdivision, share reduction or share allotment during the period from the date of announcement of the draft incentive plan to the completion of the vesting registration of the restricted shares granted to the incentive recipients, the number of restricted shares shall be adjusted accordingly. Here's how to do this:

(1) Conversion of capital reserve into share capital, distribution of stock dividends, and stock subdivision

Q＝Q0×(1＋n)

Among them: Q0 is the number of restricted shares before adjustment; n is the ratio of capital reserve per share to share capital, distribution of stock dividends, and stock subdivision (i.e., the number of shares increased by each share after conversion, share distribution or subdivision); Q is the adjusted number of restricted shares.

(2) Share reduction

Q＝Q0×n

Among them: Q0 is the number of restricted shares before adjustment; n is the share reduction ratio (i.e., 1 share of the company is reduced to n

shares); Q is the adjusted number of restricted shares.

(3) Allotment of shares

Q＝Q0×P1×(1＋n)/(P1＋P2×n)

Among them: Q0 is the number of restricted shares before adjustment; P1 is the closing price on the record date; P2 is the allotment price; n is the proportion of allotment shares (i.e., the ratio of the number of allotment shares to the total share capital of the company before the allotment); Q is the adjusted number of restricted shares.

(4) Additional issuance

In the event of the issuance of new shares, the number of restricted shares granted will not be adjusted.

2. The method of adjusting the grant price of restricted shares

If the company has matters such as converting capital reserve into share capital, distributing stock dividends, stock subdivision, share reduction, allotment or dividend distribution from the date of announcement of the draft incentive plan to the completion of the vesting registration of the restricted shares granted to the incentive recipients, the restricted stock grant price shall be adjusted accordingly. Here's how to do this:

(1) Conversion of capital reserve into share capital, distribution of stock dividends, and stock subdivision

P＝P0÷(1＋n)

Among them: P0 is the grant price before adjustment; n is the ratio of capital reserve per share to share capital, distribution of stock dividends, and stock subdivision (i.e., the number of shares increased by each share after conversion, share distribution or subdivision); P is the adjusted grant price.

(2) Share reduction

P＝P0÷n

Among them: P0 is the grant price before adjustment; n is the reduction ratio per share (i.e., 1 share of the company is reduced to n shares

stocks); P is the adjusted grant price.

(3) Allotment of shares

P＝P0×(P1＋P2×n)/[P1×(1＋n)]

Wherein: P0 is the grant price before adjustment; P1 is the closing price on the record date; P2 is the allotment price;

n is the proportion of allotment shares (i.e., the ratio of the number of allotment shares to the total share capital of the company before the allotment); P is the adjusted grant price.

(4) Dividends

P＝P0–V

Among them: P0 is the grant price before adjustment; V is the dividend payout per share; P is the adjusted grant price. After adjusting for dividends, P must still be greater than the par amount of the company's shares.

(5) Additional issuance

In the event of the issuance of new shares, the grant price of restricted shares will not be adjusted.

3. Procedures for the adjustment of this incentive plan

The general meeting of shareholders of the Company authorizes the Board of Directors of the Company to adjust the number of restricted shares and the grant price according to the reasons listed in this incentive plan. The board of directors shall make an announcement in a timely manner after adjusting the number and grant price of restricted shares in accordance with the above provisions. The Company shall retain a lawyer to issue a professional opinion to the Board of Directors of the Company on whether the above-mentioned adjustments comply with the provisions of the Administrative Measures, the Articles of Association and the Incentive Plan.

Chapter 11 Accounting Treatment of Restricted Stocks

According to the case interpretation of the Accounting Department of the Ministry of Finance's "Application Case of Share-based Payment Standard - Grant of Restricted Shares", the share-based payment expenses of the second type of restricted stock are measured with reference to the fair value of stock options. In accordance with the relevant provisions of the Accounting Standard for Business Enterprises No. 11 - Share-based Payment and Accounting Standard for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments issued by the Ministry of Finance, the Company will revise the estimated number of attributable restricted shares on each balance sheet date before the vesting date based on the latest subsequent information such as changes in the number of attributable persons and the completion of performance indicators, and include the services obtained in the current period into the relevant costs or expenses and capital reserve according to the fair value of the restricted shares on the grant date.

1. Accounting treatment

(1) The date of grant

Since the Class II restricted shares cannot be vested on the grant date, there is no need for relevant accounting treatment. Referring to the "Application Case of the Share-based Payment Standard - Grant of Restricted Stock", the Company will use the Black-Scholes Model to determine the fair value of Class II restricted stock on the grant date.

(2) Before the vesting date

On each balance sheet date prior to the vesting date, the Company recognizes the owner's equity "capital reserve - other capital reserve" on the basis of the best estimate of the number of attributable Class II restricted shares, and includes the services provided by the employees in accordance with the fair value of the Class II restricted stock on the grant date and the vesting ratio of each period of the Class II restricted stock on the grant date, and at the same time recognizes the owner's equity "capital reserve - other capital reserve", and does not recognize subsequent fair value changes.

(3) Accounting treatment after the attributable date

Adjustments are no longer made to recognized costs and total owner's equity.

(4) Date of attribution

On the vesting date, if the vesting conditions are met, it can be vested, and the "capital reserve - other capital reserve" recognized on each balance sheet date before the vesting date can be carried forward; If all or part of the shares are invalid or void without vesting, they will be disposed of by the company in accordance with accounting standards and relevant regulations on a case-by-case basis.

(5) The method for determining the fair value of the second type of restricted stock and the reasonableness of the values of the important parameters involved in the valuation model

The company uses the Black-Scholes model (B-S model) as its pricing model and applies this model until 2024

December 3 is the base date for the calculation, and the fair value of the granted Class II restricted shares is predicted (formal calculation at the time of grant), and the specific parameters are selected as follows:

1. Underlying stock price: 16.00 yuan/share (closing price of the previous trading day before the company's draft was announced)

2. The validity period is: 1 year, 2 years, 3 years, 4 years (the period from grant date to the first vesting date of each period)

3. Historical volatility: 42.12%, 35.31%, 35.07%, 35.07% (using Shenwan Semiconductor Index - index code: 801081.SL annualized volatility of the last 1 year, 2 years, 3 years, and 4 years respectively)

4. Risk-free interest rate: 1.35%, 1.32%, 1.38% and 1.49% (using the yield to maturity of 1-year, 2-year, 3-year and 4-year treasury bonds, respectively)

2. The impact of the implementation of restricted shares on the operating results of each period is expected

The company granted 10 million shares of Class II restricted shares to the incentive recipients. According to the fair value of the second class of restricted shares predicted by the closing data of the trading day before the announcement of the draft, it is estimated that the total equity expenses granted this time will be 81.3157 million yuan, and the total amount of these expenses will be recognized in installments according to the vesting ratio during the implementation of the incentive plan as the incentive cost of the incentive plan, and will be charged in operating profit and loss. According to the provisions of the accounting standards, the specific amount should be based on the fair value of the shares calculated on the "actual grant date", assuming that the grant is made in December 2024, and all the incentive objects granted meet the vesting conditions stipulated in this incentive plan and all the rights and interests vested in each vesting period, the amortization of restricted stock costs from 2025 to 2028 is as follows:

Unit: 10,000 yuan

Total expenses to be amortized 2025, 2026, 2027, 2028

8,131.57 3,777.05 2,249.62 1,462.86 642.05

Note: 1. The above expenses are forecasted costs, and the actual costs are related to the actual grant price, grant date, closing price on grant date, grant quantity and best estimate of the number of attributable equity instruments;

2. Draw the attention of shareholders to the possible dilutive impact of the above-mentioned share-based payment expenses;

3. The final impact of the above amortization expense forecast on the company's operating performance is subject to the audit report issued by the accountant;

4. If there is any difference in the mantissa between the sum of the total and the detailed numbers in the above table, it is due to rounding.

The cost of this incentive plan will be charged to the cost. Based on the current information, the company estimates that the amortization of the cost of the incentive plan will have an impact on the net profit of each year during the validity period without considering the positive effect of the incentive plan on the company's performance. Considering the positive effect of this incentive plan on the company's business development, thereby stimulating the enthusiasm of core employees, improving operating efficiency and reducing operating costs, this incentive plan will play a positive role in the company's long-term performance improvement.

Chapter 12 Procedures for the Implementation, Grant, Vesting, Change and Termination of the Incentive Plan

1. Implementation procedures of this incentive plan

(1) The Remuneration Committee is responsible for formulating the draft incentive plan and the Measures for the Management of the Company's Assessment.

(2) The Board of Directors deliberated on the draft incentive plan and the Measures for the Management of the Company's Assessment prepared by the Remuneration Committee. When the board of directors deliberates on the incentive plan, the affiliated directors shall abstain from voting.

(3) The independent directors shall express a clear opinion on whether the incentive plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders.

(4) The company hires an independent financial adviser to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the company, and whether there is any obvious damage to the interests of the company and all shareholders. The law firm hired by the company issued a legal opinion on the incentive plan.

(5) Within 2 trading days after the board of directors deliberates and approves the draft incentive plan, the company announces the announcement of the resolution of the board of directors, the draft and summary of the incentive plan, and the opinions of independent directors.

(6) The company conducts a self-examination of the trading of the company's shares by insiders with inside information within 6 months before the announcement of the draft incentive plan.

(7) Before convening a general meeting of shareholders, the company shall publicize the names and positions of the incentive recipients within the company through the company's website or other channels, and the publicity period shall not be less than 10 days. The independent directors will review the list of incentive recipients and fully listen to the public opinions. The Company shall disclose the explanation of the independent directors' review and publicity of the list of incentive recipients 5 days before the shareholders' meeting deliberates on the incentive plan.

(8) When the general meeting of shareholders of the company votes on the incentive plan and related proposals, the independent directors shall solicit proxy voting rights from all shareholders on the incentive plan and related proposals. The general meeting of shareholders shall deliberate the incentive plan and related proposals by special resolution, and related shareholders shall abstain from voting.

(9) The company's disclosure of the announcement of the resolution of the general meeting of shareholders, the self-inspection report of the insider trading of the company's shares, and the legal opinion of the general meeting of shareholders.

(10) After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the board of directors of the company shall, according to the authorization of the general meeting of shareholders, within 60 days from the date of the approval of the incentive plan by the general meeting of shareholders (if there are conditions for obtaining authorization, the conditions shall be achieved).

Calculated later) to grant rights and complete the announcement and other related procedures. The board of directors shall handle specific matters such as the vesting, registration, invalidation and invalidation of restricted shares in accordance with the authorization of the general meeting of shareholders.

II. Procedures for the Grant of Restricted Shares

(1) Within 60 days from the date of the approval of this incentive plan by the general meeting of shareholders of the company, the company shall convene a board of directors to grant the incentive objects.

(2) Before the Company grants rights and interests to the incentive recipients, the remuneration committee shall make recommendations to the board of directors on the achievement of the conditions for the grant of benefits to the incentive recipients, and the board of directors shall deliberate and announce whether the conditions for the granting of benefits to the incentive recipients set out in this incentive plan have been achieved, and the independent directors shall also express clear opinions, and the law firm shall issue a legal opinion on whether the conditions for the grant of benefits to the incentive recipients have been fulfilled. The independent directors of the company shall verify the list of incentive recipients on the date of grant of restricted shares and express their opinions.

If there is a discrepancy between the rights and interests granted by the Company to the incentive recipients and the arrangement of this incentive plan, the Remuneration Committee shall make recommendations to the Board of Directors of the Company, and the independent directors (when the incentive recipients change), law firms, and independent financial advisers shall express clear opinions at the same time.

(3) The Company and the incentive recipient signed the "Geke Micro Co., Ltd. 2024 Restricted Stock Incentive Plan Class II Restricted Stock Grant Agreement" (hereinafter referred to as the "Restricted Stock Grant Agreement"), stipulating the rights and obligations of both parties.

(4) The company shall make a management roster of this incentive plan according to the agreement signed by the incentive object, and record the name of the incentive object, the number of grants, the date of grant, and the number of the Restricted Stock Grant Agreement.

(5) After the incentive plan is deliberated and approved by the general meeting of shareholders, the company shall grant the restricted shares of the incentive object and complete the announcement within 60 days (if there are conditions for obtaining benefits, it shall be counted from the date of achievement of the conditions). If the company fails to complete the grant announcement within 60 days, the implementation of the incentive plan shall be terminated, and the board of directors shall disclose the reasons for the failure in a timely manner and shall not review the equity incentive plan again within 3 months.

3. Procedures for the vesting of restricted shares

(1) Before vesting, the company shall confirm whether the incentive object meets the vesting conditions. The Remuneration Committee shall make recommendations to the Board of Directors on the achievement of the vesting conditions of the incentive recipients, and the Board of Directors shall set the attribution of the incentive plan

The independent directors shall express a clear opinion on whether the conditions have been fulfilled, and the law firm shall issue a legal opinion on whether the conditions for the attribution of the incentive recipients have been fulfilled.

(2) Incentive recipients who meet the vesting conditions shall pay the funds for subscribing for restricted shares to the company's designated account in accordance with the company's requirements, and be confirmed by the certified public accountant's capital verification. If the incentive object fails to pay the funds within the time limit, it shall be deemed to have given up the subscription of the restricted shares granted to it, and the restricted shares that the incentive recipient has given up the subscription shall be automatically invalidated and invalid from the date of abandonment of subscription. The company shall apply to the stock exchange, and after being confirmed by the stock exchange, the securities registration and clearing institution shall handle the registration of share ownership. For incentive recipients who do not meet the conditions, the restricted shares corresponding to the batch shall not be vested and will be invalidated. The company shall disclose the relevant implementation announcements in a timely manner.

(3) The incentive recipient may transfer the vested restricted shares, but the transfer of the shares held by the company's directors and senior management personnel shall comply with the provisions of relevant laws, administrative regulations and normative documents.

4. Procedures for changing and terminating the incentive plan

(1) Procedures for changing this incentive plan

1. If the Company changes the incentive plan before the general meeting of shareholders deliberates and approves it, the Remuneration Committee shall make recommendations to the Board of Directors of the Company, and the change shall be reviewed and approved by the Board of Directors. If the Company makes changes to the Incentive Plan that has been approved by the General Meeting of Shareholders, the Remuneration Committee shall make recommendations to the Board of Directors of the Company, and the change plan shall be submitted to the General Meeting of Shareholders for deliberation, and shall not include circumstances that lead to early vesting and reduction of the grant price.

2. The Company shall disclose the reasons for the change and the content of the change in a timely manner, the Remuneration Committee shall make recommendations to the Board of Directors of the Company, and the independent directors of the Company shall express clear opinions on whether the changed plan is conducive to the sustainable development of the Company and whether there is any obvious damage to the interests of the Company and all shareholders. Law firms should express professional opinions on whether the revised plan complies with the Administrative Measures and relevant laws and regulations, and whether there are any circumstances that clearly harm the interests of the company and all shareholders.

(2) Procedures for terminating the incentive plan

1. If the company intends to terminate the incentive plan before the general meeting of shareholders deliberates, it shall be approved and disclosed by the board of directors. If the company terminates the implementation of this incentive plan after the general meeting of shareholders deliberates and approves the incentive plan, it shall be submitted to the board of directors and the general meeting of shareholders for deliberation and disclosure.

2. The company shall timely disclose the announcement of the resolution of the general meeting of shareholders or the announcement of the resolution of the board of directors. The law firm shall issue a professional opinion on whether the termination of the incentive plan by the company complies with the provisions of the Administrative Measures and relevant laws and regulations, and whether there is any obvious damage to the interests of the company and all shareholders.

Chapter 13 Other rights and obligations of the company/incentive recipients

1. The rights and obligations of the company

(1) The company has the right to interpret and execute this incentive plan, evaluate the incentive objects, and supervise and review whether the incentive objects have the qualifications for ownership. If the incentive object fails to meet the vesting conditions determined in this incentive plan, the restricted shares that have been granted but not vested by the incentive object shall not be vested and shall be invalidated.

(2) The company has the right to require the incentive recipients to work for the company according to the requirements of the positions they are hiring, and has the right to take corresponding measures to dispose of the restricted shares of the incentive recipients in accordance with the provisions of this incentive plan according to the personal situation, employment situation and assessment results of the incentive recipients.

(3) In accordance with the relevant provisions of national tax laws and regulations, the company withholds and pays individual income tax and other taxes payable by incentive recipients.

(4) The Company undertakes not to provide loans or any other form of financial assistance for the incentive recipients to obtain the relevant restricted shares in accordance with this incentive plan, including providing guarantees for their loans.

(5) The Company shall, in accordance with the provisions of relevant laws, regulations and normative documents, disclose the information disclosure documents related to the incentive plan in a timely, true, accurate and complete manner, ensure that there are no false records, misleading statements or major omissions, and timely fulfill the relevant reporting obligations of the incentive plan.

(6) The Company shall, in accordance with this incentive plan and the relevant regulations of the China Securities Regulatory Commission, the Stock Exchange, the Depository and Clearing Corporation, the State Administration of Foreign Exchange and other competent authorities, handle the registration of the vesting of restricted shares for the incentive objects that meet the vesting conditions. However, the Company shall not be liable for any loss caused to the incentive recipient if the incentive recipient fails to complete the registration of the vesting of restricted shares due to the reasons of the above-mentioned competent authorities.

(7) Other relevant rights and obligations provided for in laws, administrative regulations, and normative documents.

2. The rights and obligations of the incentive recipients

(1) The incentive object shall be diligent and conscientious, abide by professional ethics, and make due contributions to the development of the company according to the requirements of the position hired by the company (and agree to accept the post adjustment arrangements that the company may make to them).

(2) The incentive recipient has the right to obtain vested shares in accordance with the provisions of this incentive plan, and to lock up and trade the shares in accordance with the regulations.

(3) The source of funds for the incentive recipients shall be the self-raised funds of the incentive recipients.

(4) The restricted shares granted to the incentive recipients in accordance with the provisions of this incentive plan shall not be transferred, used for guarantee or repayment of debts before vesting registration.

(5) The restricted shares granted to the incentive recipients in accordance with the provisions of this incentive plan shall not enjoy the voting rights and voting rights before the vesting registration, and shall not participate in the distribution of stock dividends and dividends; After satisfying the corresponding vesting conditions and vesting arrangements, the company will handle the registration of the vesting of restricted shares for the incentive recipients, and after registration with the registration and clearing company, they will enjoy the rights due to their shares, including but not limited to the right to dividends, allotment rights, voting rights, etc. of such shares.

(6) The income obtained by the incentive object due to this incentive plan shall be subject to individual income tax and other taxes in accordance with national tax laws and regulations.

(7) The materials and information provided by the incentive recipients to the company in this incentive plan, and the explanations/commitments/warranties made are true, accurate and complete. The incentive recipient undertakes that if there are false records, misleading statements or material omissions in the company's information disclosure documents, resulting in non-compliance with the arrangement for granting rights or exercising rights, the incentive recipients shall return all the benefits obtained from this incentive plan to the company in accordance with the commitment after the relevant information disclosure documents are confirmed to contain false records, misleading statements or material omissions.

(8) In the event that an incentive object is not allowed to become an incentive object as stipulated in Article 10.4 of the Listing Rules during the implementation of this incentive plan, the company will terminate its right to participate in this incentive plan, and its vested restricted shares will not be disposed of, and the restricted shares that have been granted but not yet vested by the incentive object shall not be vested and shall be invalidated.

(9) If the incentive recipient resigns after the vesting of restricted shares, he/she shall not form a direct or indirect competitive relationship with the Company or its subsidiaries in any form within 18 months after resignation (calculated from the date of termination of the labor/labor/employment relationship), and shall not engage in the same or similar work (including but not limited to investment, profit, holding positions, providing services, and engaging in work) in any form with the business of the Company or its subsidiaries. At the same time, the incentive recipient shall not directly or indirectly solicit or encourage any employee, agent, contractor, supplier, customer, consultant, partner or any other person of the Company or its subsidiaries to terminate or change the relationship with the Company or its subsidiaries at any time after leaving the company; If the incentive recipient violates the aforesaid obligations, the company has the right to require the incentive recipient to return all the proceeds to the company in accordance with the provisions of the Restricted Stock Grant Agreement and bear the corresponding liability for breach of contract, which shall be executed in accordance with the Restricted Stock Grant Agreement signed by the Company and the incentive recipient.

(10) The incentive object shall be diligent and conscientious, safeguard the interests and reputation of the company, if any of the following circumstances occur, the company has the right to independently determine that the restricted shares that have been granted but have not yet vested shall not be vested, and shall be invalid from the date on which the company formally notifies the incentive object in writing of the aforesaid identification result, and at the same time, the company has the right to require the incentive object to return the income to the company and bear the corresponding liability for breach of contract in accordance with the provisions of the restricted stock grant agreement, specifically according to the restricted stock grant agreement signed by the company and the incentive objectExecute:

1. The incentive recipient directly or indirectly damages the interests or reputation of the company or its subsidiaries, violates professional ethics, divulges confidential information of the company or subsidiaries, or dereliction of duty or malfeasance due to violations of laws/regulations/rules or other normative requirements (including but not limited to relevant regulatory rules of listed companies);

2. Breach of the rules and regulations of the Company or its subsidiaries, breach of its commitments/representations/warranties to the Company or subsidiaries, and breach of any agreements signed between it and the Company or its subsidiaries (including but not limited to restricted stock grant agreements, labor/employment/service contracts, confidentiality agreements, intellectual property related agreements, non-compete and/or non-solicitation agreements, etc., if applicable);

3. There are legal provisions, court injunctions or obligations to any third party that hinder the incentive recipient from entering into a labor/employment/labor service contract with the company or its subsidiaries, or the authenticity and completeness of the information/materials provided by the incentive recipient to the company or its subsidiaries are materially flawed, or the incentive recipient damages the interests or reputation of the company or its subsidiaries by using or divulging the confidential information of other persons owned by its former employer or for which it has a duty of confidentiality;

4. Other acts that are deemed by the Company to be seriously damaging to the interests or reputation of the Company or its subsidiaries.

(11) If, in accordance with applicable laws, administrative regulations, normative documents or the requirements of competent government departments, the implementation of this incentive plan requires any approval, registration, filing and other matters, the incentive recipients shall take the initiative to cooperate with the company to complete such matters in a timely manner, and shall not delay and cooperate with the handling under any excuse.

(12) Other relevant rights and obligations stipulated in laws, administrative regulations, normative documents and this incentive plan and the Restricted Stock Grant Agreement.

3. Other notes

After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will sign the "Restricted Stock Grant Agreement" with each incentive recipient. Clearly stipulate their respective rights and obligations under this incentive plan and other related matters.

Any dispute or controversy arising out of or in connection with the implementation of this incentive plan and/or the Restricted Stock Grant Agreement signed between the Company and the incentive recipient shall be resolved through negotiation in accordance with the principle of fairness and reasonableness. If the negotiation fails, the arbitration shall be submitted to the Shanghai International Economic and Trade Arbitration Commission/Shanghai International Arbitration Center in accordance with the arbitration in force at the time of application

The arbitration shall be conducted in Shanghai, China. The arbitral award is final and binding on both the Company and the Incentive Recipient. Unless otherwise agreed by the parties or otherwise provided in the arbitral award, the costs of arbitration shall be borne by the losing party.

The Company's determination of the incentive recipients of this incentive plan does not constitute a commitment to the employee's employment period. This incentive plan also does not form an integral part of the labor contract, labor contract or employment contract between the Company or its subsidiaries and the incentive recipients, and the Company or its subsidiaries still determine the labor/service/employment relationship with the employees in accordance with the labor contracts, labor contracts or employment contracts signed with the incentive recipients. Unless otherwise agreed in this incentive plan or the Restricted Stock Grant Agreement, the rights and obligations of the incentive recipients under the labor contract, labor contract or employment contract will not affect their rights and obligations under the incentive plan.

Chapter 14 Handling of this incentive plan in the event of a change in the company/incentive object

1. Handling of changes in the company

(1) In the event of any of the following circumstances, the implementation of this incentive plan shall be terminated, and the restricted shares that have been granted but not vested by the incentive object according to this incentive plan shall not be vested and shall be invalidated:

1. The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

2. The audit report of the internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or could not express an opinion;

3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;

4. Circumstances where laws and regulations stipulate that equity incentives shall not be implemented;

5. Other circumstances determined by the China Securities Regulatory Commission that it is necessary to terminate the incentive plan.

(2) The company has a merger, division, etc

In the event of a merger or division of the Company, the Board of Directors of the Company shall decide whether to terminate the implementation of the incentive plan after the date of the merger or division of the Company.

(3) There is a change in the control of the company

When there is a change in the control of the company, the board of directors of the company shall decide whether to terminate the implementation of this incentive plan after the date of the change of control of the company.

(4) If the company does not meet the conditions for the grant of restricted shares or the vesting arrangement due to false records, misleading statements or major omissions in the information disclosure documents, the restricted shares that have been granted but not yet vested by the incentive recipients shall not be vested and shall be invalidated.

If the restricted shares granted to the incentive recipients have been vested, all incentive recipients shall return the authorized benefits. If the incentive object who is not responsible for the above matters suffers losses due to the return of rights and interests, it may recover from the company or the responsible object in accordance with the relevant arrangements of this incentive plan. The Board of Directors shall, in accordance with the provisions of the preceding paragraph, comply with the provisions of this incentive plan

The relevant arrangements and the Restricted Stock Grant Agreement stipulate that the income received by the incentive recipients will be recovered.

2. Handling of changes in the personal circumstances of the incentive recipients

(1) The resignation of the incentive recipient

If the labor/employment/labor relationship between the incentive recipient and the Company or its subsidiaries is terminated/terminated for any reason (whether the termination is proposed by the incentive recipient, proposed by the Company or its subsidiaries, agreed upon by both parties through negotiation or determined by other means), the restricted shares that have been granted but not yet vested shall not be vested and shall be invalidated, and the vested restricted shares shall not be disposed of, but if there is a special agreement on the treatment of vested restricted shares in this Agreement, it shall be executed in accordance with the special agreement.

(2) The incentive recipient has a position adjustment, a reduction in rank, or a full-time to part-time job

1. If the incentive object is adjusted (referring to a substantial change in the nature of the position, such as the adjustment from a sales post to an administrative post, etc.) or a downgrade, but still works in the company or its subsidiaries, its vested restricted shares will not be disposed of, and the restricted shares that have been granted but not yet vested shall be subject to one or more of the following measures at the company's discretion according to the new position or rank according to the specific circumstances: all or part of the restricted shares that have not yet vested are allowed to continue to vest according to the original conditions, Adjustment of the vesting conditions or other conditions/terms of all or part of the restricted shares that have not yet vested, the granting of restricted shares or other incentive instruments, the cancellation of the vesting of all or part of the vesting of the granted restricted shares, and the invalidation of the specific measures shall be subject to the formal written notice of the Company.

2. If the position of the incentive recipient is changed from full-time to part-time, but still works in the company or its subsidiaries, the vested restricted shares will not be disposed of, and all the restricted shares that have been granted but not yet vested will be cancelled and invalidated, unless otherwise reserved in writing by the company and determined to be vestible.

3. If the incentive recipient holds other positions that cannot hold the company's restricted shares due to serving as an independent director of the company or due to organizational transfer, the vested restricted shares will not be disposed of, and the restricted shares that have been granted but not yet vested shall not be vested and shall be invalidated.

(3) Retirement of incentive recipients

1. If the incentive object retires but the company rehires it, the vested restricted shares will not be disposed of, and the restricted shares that have been granted but not yet vested shall be independently decided by the company to take one or more of the following measures according to the rehired position and work content at the time of each vesting work: all or part of the restricted shares that have not yet vested are allowed to be inherited

Continue to vest in accordance with the original conditions, adjust the vesting conditions or other conditions/terms of all or part of the restricted shares that have not yet vested, grant restricted shares or other incentive instruments, cancel the vesting of all or part of the granted restricted shares, and invalidate them, and the specific measures shall be subject to the company's formal written notice.

2. If the incentive recipient retires but the company does not re-hire him, his vested restricted shares will not be disposed of, and the restricted shares that have been granted but not yet vested shall not be vested and shall be invalid.

(4) The incentive recipient loses the ability to work

If the incentive recipient loses the ability to work and resigns, the vested restricted shares shall not be disposed of, and the restricted shares that have been granted but not yet vested shall not be vested and shall be invalidated.

(5) Death of the incentive recipient

If the incentive recipient dies, its vested restricted shares will not be disposed of, and the restricted shares that have been granted but not yet vested shall not be vested and will be invalidated.

(6) The control of the subsidiary to which the incentive target is located is changed

If the incentive recipient works in a subsidiary, if the company loses control over the subsidiary and the incentive recipient still works in the subsidiary, the vested restricted shares shall not be disposed of, and the restricted shares that have been granted but not yet vested shall not be vested and shall be invalidated.

(7) Changes in the qualifications of incentive recipients

If the incentive recipient no longer meets the qualifications of the incentive recipient due to one of the following circumstances, the company will terminate its right to participate in this incentive plan, and its vested restricted shares will not be disposed of, and the restricted shares that have been granted but not yet vested shall not be vested and will be invalid.

1. Have been identified as an unfit person by the stock exchange within the last 12 months;

2. Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

3. In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;

4. Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

5. Laws and regulations stipulate that it is not allowed to participate in the equity incentive of listed companies;

6. Other circumstances determined by the China Securities Regulatory Commission.

3. Other circumstances

Other unspecified circumstances shall be determined by the Remuneration Committee and the method of handling shall be determined.

Chapter XV: Supplementary Provisions

1. The incentive plan shall take effect after being deliberated and approved by the general meeting of shareholders of the company.

2. The Remuneration Committee of the Company shall be responsible for formulating and revising this incentive plan, and the Board of Directors of the Company shall be responsible for its interpretation.

3. If there is a conflict between this incentive plan and the latest laws and regulations issued by the regulatory authorities, the latest laws and regulations shall prevail.

Board of Directors of Geke Micro Co., Ltd

December 3, 2024