Securities code: 688728 Securities abbreviation: Geke Micro Announcement No.: 2024-058

Geke Micro Co., Ltd

Announcement of the resolution of the ninth meeting of the second session of the board of directors

The board of directors and all directors of the company guarantee that the content of this announcement does not contain any false records, misleading statements or material omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

1. Convening of the Board of Directors Meeting

The ninth meeting of the second board of directors of Gekewei Co., Ltd. (hereinafter referred to as the "company") (hereinafter referred to as the "meeting") issued a notice by email on November 29, 2024, and all directors unanimously agreed to waive the requirement of the advance notice period for this board meeting, and the meeting was held by written vote on December 3, 2024. The board of directors was convened and presided over by Chairman Zhao Lixin, and there were 7 directors who should attend the meeting and 7 directors who actually attended. The convening, convening and voting procedures of this meeting are in accordance with the relevant laws, regulations and the relevant provisions of the Articles of Association.

2. Deliberations of the Board of Directors

After deliberation by the directors attending the meeting, the following resolutions were formed:

(1) Reviewed and approved the "Proposal on the > and Summary of the 2024 Restricted Stock Incentive Plan (Draft) of < Geke Micro Co., Ltd."

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. Securities Law of the People's Republic of China》

In accordance with the provisions of relevant laws, administrative regulations, normative documents and the Articles of Association of the Company, such as the Self-Regulatory Guide for Listed Companies No. 4 - Disclosure of Equity Incentive Information, the Company has formulated the 2024 Restricted Stock Incentive Plan (Draft) of Geke Micro Co., Ltd. and its summary.

This proposal has been deliberated and approved by the Remuneration and Appraisal Committee of the Board of Directors.

Voting result: 5 votes agreed, 0 votes against, 0 abstentions, and related directors Zhao Lixin and Cao Wei abstained from voting.

This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.

For details, please refer to the "2024 Restricted Stock Incentive Plan (Draft)" and "Summary Announcement of the 2024 Restricted Stock Incentive Plan (Draft)" (Announcement No.: 2024-059) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).

(2) Reviewed and approved the "Proposal on the > of the Measures for the Implementation of the Assessment and Management Measures for the Implementation of the 2024 Restricted Stock Incentive Plan of < Geke Micro Co., Ltd."

In order to ensure the smooth implementation of the company's 2024 restricted stock incentive plan and ensure the realization of the company's development strategy and business objectives, in accordance with the provisions of relevant laws and regulations such as 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, and the Self-Regulatory Guide for Listed Companies on the Science and Technology Innovation Board No. 4 - Disclosure of Equity Incentive Information and the actual situation of the company, the company has formulated the "Measures for the Assessment and Management of the Implementation of the 2024 Restricted Stock Incentive Plan of Geke Micro Co., Ltd."

This proposal has been deliberated and approved by the Remuneration and Appraisal Committee of the Board of Directors.

Voting result: 5 votes agreed, 0 votes against, 0 abstentions, and related directors Zhao Lixin and Cao Wei abstained from voting.

This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.

For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day

"Geke Micro Co., Ltd. 2024 Restricted Stock Incentive Plan Implementation Assessment Management Measures".

(3) Reviewed and approved the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's Equity Incentive Plan"

In order to specifically implement the Company's 2024 restricted stock incentive plan (hereinafter referred to as the "Incentive Plan"), the Board of Directors of the Company proposes to the General Meeting of Shareholders to authorize the Board of Directors to handle the following matters related to the incentive plan:

1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the incentive plan for the following matters:

(1) Authorize the Board of Directors to determine the qualifications and conditions for the incentive recipients to participate in the incentive plan, and determine the grant date of the incentive plan.

(2) Authorize the board of directors to adjust the number of restricted shares and the number of underlying shares involved in accordance with the methods specified in the incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the subdivision or reduction of shares, and the allotment of shares.

(3) Authorize the board of directors to adjust the grant price of restricted shares in accordance with the methods specified in the incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the subdivision or reduction of shares, the allotment of shares, and the distribution of dividends.

(4) Authorize the board of directors to directly reduce or distribute the shares of restricted shares given up by employees before the grant of restricted shares.

(5) Authorize the Board of Directors to grant restricted shares to the incentive recipients when they meet the conditions and handle all matters necessary for the grant of restricted shares.

(6) Authorize the Board of Directors to review and confirm the vesting qualifications and conditions of the incentive recipients, and agree that the Board of Directors shall delegate such right to the Remuneration and Appraisal Committee.

(7) Authorize the board of directors to decide whether the restricted shares granted to the incentive recipients can be vested.

(8) Authorize the Board of Directors to handle all matters necessary for the attribution of incentive recipients, including but not limited to submitting an application for vesting registration to the stock exchange, applying to the Depository and Clearing Company for relevant registration and clearing business, amending the Articles of Association (if necessary), and going through the necessary registration and filing procedures (if any) with the place of registration in Cayman, etc.

(9) Authorize the Board of Directors to decide on the change and termination of the incentive plan, including but not limited to canceling the participation/vesting qualifications of the incentive recipients, canceling the vesting of the restricted shares that have not yet vested the incentive recipients, and terminating the incentive plan.

(10) Authorize the Board of Directors to execute, modify, and terminate any agreements related to the incentive plan and other related agreements.

(11) Authorize the Board of Directors to manage and adjust the incentive plan, and formulate or revise the management and implementation regulations of the plan from time to time on the premise that they are consistent with the terms of the incentive plan. However, if such amendments are required by law, regulations or relevant regulatory authorities to be approved by the general meeting or/and relevant regulatory authorities, such amendments by the Board of Directors must be approved accordingly.

(12) To authorize the Board of Directors to carry out such other matters as may be necessary for the implementation of the incentive plan, except for the rights expressly provided for in the relevant documents to be exercised by the General Meeting of Shareholders.

2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the procedures of approval, registration, filing, approval and consent to the relevant governments and institutions at home and abroad for the incentive plan; Signing, executing, revising and completing documents submitted to relevant governments, institutions, organizations and individuals; Amend the Articles of Association (if necessary); and to do all actions that it deems necessary, appropriate or appropriate in connection with the incentive plan.

3. Propose to the general meeting of shareholders to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants, lawyers, and securities companies for the implementation of the incentive plan.

4. Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity period of the incentive plan. Except for the matters that are clearly stipulated in normative documents such as laws/administrative regulations/departmental rules, incentive plans or articles of association that need to be passed by the board of directors, other matters may be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.

Voting result: 5 votes agreed, 0 votes against, 0 abstentions, and related directors Zhao Lixin and Cao Wei abstained from voting.

This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.

(4) Reviewed and approved the "Proposal on Proposing to Convene the First Extraordinary General Meeting of Shareholders in 2024"

The board of directors proposed the company to convene the first extraordinary general meeting of shareholders in 2024 to consider the relevant proposals deliberated and approved by the ninth meeting of the second board of directors.

The result of the vote: 7 votes in favor, 0 votes against and 0 abstentions.

For details, please refer to the Notice of Geke Micro Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2024 (Announcement No.: 2024-060) disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.

The announcement is hereby made.

Board of Directors of Geke Micro Co., Ltd

December 4, 2024