Stock code: 688388 Stock abbreviation: Jiayuan Technology Announcement No.: 2025-022

Convertible bond code: 118000 Convertible bond abbreviation: Jiayuan convertible bond

Guangdong Jiayuan Technology Co., Ltd

Announcement on the Grant of Reserved Restricted Shares to Incentive Recipients

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Restricted Stock Reserved Grant Date: March 14, 2025

Number of restricted stock reserved grants: 410,000 shares, representing 0.10% of the company's current total share capital

Equity incentive method: Class II restricted stocks

In accordance with the provisions of the 2024 Restricted Stock Incentive Plan (Draft) (hereinafter referred to as the "Incentive Plan (Draft)" or the "Incentive Plan" or the "Incentive Plan") of Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as the "Company"), the reserved grant conditions of this incentive plan have been fulfilled, according to the grant of the Company's 2023 Annual General Meeting of Shareholders

The Company held the 41st meeting of the 5th Board of Directors and the 5th Board of Supervisors on March 14, 2025

At the 26th meeting, the "Proposal on Granting Reserved Restricted Shares to Incentive Objects" was deliberated and passed.

Agreed to set March 14, 2025 as the reserved grant date of this incentive plan at a grant price of RMB 10.23 per share

Grid granted 410,000 restricted shares to 39 incentive recipients. The relevant matters are explained as follows:

1. Grant of restricted shares

(1) The decision-making procedures and information disclosure that have been performed for the restricted stock grant

1. On April 24, 2024, the company held the 21st meeting of the fifth board of directors for deliberation

The "Proposal on the > and Summary of the Company's < 2024 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Company's < for the Implementation of the Assessment and Management Measures for the 2024 Restricted Stock Incentive Plan" and "Proposal on Requesting the Company's General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2024 Restricted Stock Incentive Plan" and other proposals were passed. The Remuneration and Appraisal Committee of the Board of Directors expressed its concurring opinions on the relevant matters and agreed to submit the above proposals to the Board of Directors of the Company for deliberation.

On the same day, the company held the 15th meeting of the fifth board of supervisors, which deliberated and approved the "Proposal on the > and Summary of the Company's < 2024 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Assessment and Management Measures for the Implementation of the Company's < 2024 Restricted Stock Incentive Plan" and "On Verification of the List of Incentive Recipients Granted for the First Time in the Company's < 2024 Restricted Stock Incentive Plan>The Board of Supervisors of the Company verified the matters of this incentive plan and issued relevant verification opinions.

2. On April 25, 2024, the company was listed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

The "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors" was disclosed, according to the company's other independent directors

Entrusted with the solicitation of the Company's 2023 Proposed Meeting on May 15, 2024

The proposals related to the equity incentive plan deliberated at the annual general meeting of shareholders solicit voting rights from all shareholders of the company.

3. From April 27, 2024 to May 6, 2024, the company intends to grant incentives to this incentive plan for the first time

The names and positions of the recipients of the award are publicized within the company. During the publicity period, the board of supervisors of the company did not receive the appointment

He employee's objection to the list of proposed incentive objects. On May 9, 2024, the company was listed in Shanghai Securities

The website of the exchange (www.sse.com.cn) disclosed the "Announcement and Verification Opinions of the Board of Supervisors of Guangdong Jiayuan Technology Co., Ltd. on the List of Incentive Recipients Granted for the First Time in the Company's 2024 Restricted Stock Incentive Plan" (Announcement No.: 2024-038).

4. On May 15, 2024, the company held the 2023 annual general meeting of shareholders to review and approve the "About

The company's "2024 Restricted Stock Incentive Plan (Draft)" and its summary, "Proposal on the Company's "2024 Restricted Stock Incentive Plan Implementation Assessment and Management Measures", "Proposal on Requesting the Company's General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2024 Restricted Stock Incentive Plan". On May 16, 2024, the company disclosed the "Self-inspection Report of Guangdong Jiayuan Technology Co., Ltd. on the Trading of the Company's Shares and Its Derivatives by Insiders with Inside Information of the 2024 Restricted Stock Incentive Plan" (Announcement No.: 2024-044) on the website of the Shanghai Stock Exchange (www.sse.com.cn).

5. On May 22, 2024, the company held the 23rd meeting of the 5th board of directors and the 5th supervisor

At the 17th meeting of the Board of Directors, the "Proposal on Adjusting Matters Related to the 2024 Restricted Stock Incentive Plan" and the "Proposal on Granting Restricted Shares to the Incentive Recipients of the Company's 2024 Restricted Stock Incentive Plan for the First Time" were deliberated and approved. The Remuneration and Appraisal Committee of the Board of Directors expressed its concurring opinion on the grant, and the Board of Supervisors verified the list of incentive recipients granted on the first grant date and issued verification opinions.

6. On March 14, 2025, the company held the 41st meeting of the 5th board of directors and the 5th supervisor

At the 26th meeting of the Board of Directors, the "Proposal on Granting Reserved Restricted Shares to Incentive Recipients" was deliberated and approved.

The Remuneration and Appraisal Committee of the Board of Directors expressed its agreement on the grant, and the Board of Supervisors verified the list of incentive recipients granted on the grant date and issued verification opinions.

(2) The difference between the grant and the equity incentive plan deliberated and approved by the general meeting of shareholders

On May 22, 2024, the Company held the 23rd meeting of the 5th Board of Directors and the 5th Board of Supervisors

At the 17th meeting, the board of directors of the company adjusted the number of reserved restricted shares to 410,000 shares in accordance with the authorization of the 2023 annual general meeting of shareholders.

In addition to the above matters, the grant is consistent with the content deliberated and approved by the Company's 2023 Annual General Meeting of Shareholders.

(3) A statement by the board of directors on meeting the conditions for grant, and a clear opinion issued by the board of supervisors

1. The relevant explanation of the board of directors on whether the conditions are met for this grant

According to the provisions on the grant conditions in the Incentive Plan (Draft), the incentive recipients must meet the following conditions at the same time to receive restricted shares:

(1) The Company does not have 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 financial reporting in the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to 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) Where laws and regulations stipulate that equity incentives shall not be implemented;

(5) Other circumstances determined by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").

(2) The incentive recipient does not have any of the following circumstances:

(1) has been 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 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 of the People's Republic of China (hereinafter referred to as the "Company Law");

(5) Laws and regulations stipulate that it is not allowed to participate in the equity incentive of a listed company;

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

After careful verification, the board of directors of the company has determined that neither the company nor the incentive object granted this time has any of the above circumstances, nor does there be any other situation that cannot be granted or cannot become an incentive object, and the reserved grant conditions of this incentive plan have been achieved.

2. The board of supervisors will explain whether the conditions are met in this grant

(1) Check whether the reserved grant conditions of the company's 2024 restricted stock incentive plan have been fulfilled

The Board of Supervisors believes that:

The Company does not have any circumstances prohibiting the implementation of equity incentive plans as stipulated in the Administrative Measures for Equity Incentive Plans of Listed Companies (hereinafter referred to as the "Administrative Measures") and other laws, administrative regulations and normative documents, and the Company has the main qualification to implement the equity incentive plan; The incentive objects reserved for granting in this incentive plan have the qualifications stipulated in the Company Law and other laws, regulations and normative documents, meet the conditions for incentive objects stipulated in the Administrative Measures and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), and meet the scope of incentive objects stipulated in the Company's Incentive Plan (Draft) and its summary, and are legal and valid as the subject qualifications reserved for the incentive objects of the Company's incentive plan.

(2) After verifying the reserved grant date of this incentive plan, the Board of Supervisors believes that:

The reserved grant date of this incentive plan determined by the Company is in accordance with the relevant provisions of the Administrative Measures and the relevant provisions of the Incentive Plan (Draft) and its summary regarding the grant date.

Therefore, the Board of Supervisors believes that the reserved grant conditions stipulated in this incentive plan have been fulfilled and agrees with the company's incentives

The reserved grant date of the incentive plan is March 14, 2025, and it has been agreed to pay the award at a grant price of RMB 10.23 per share

39 incentive recipients were granted 410,000 restricted shares.

(4) The specific circumstances of this award

1. Reserved grant date: March 14, 2025

2. Reserved number of grants: 410,000 shares, accounting for 0.10% of the company's current total share capital

3. Number of reserved grants: 39

4. Grant price: 10.23 yuan per share

The grant price of the restricted shares reserved for grant shall not be less 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 resolution of the board of directors to reserve restricted shares, which is 10.22 yuan per share;

(2) 50% of the average trading price of the company's shares in the 20 trading days prior to the announcement of the resolution of the board of directors to reserve restricted shares, which is 9.23 yuan per share;

(3) 50% of the average trading price of the company's shares in the 60 trading days prior to the announcement of the resolution of the board of directors to reserve restricted shares, which is 8.42 yuan per share;

(4) 50% of the average trading price of the company's shares in the 120 trading days prior to the announcement of the resolution of the board of directors is reserved for restricted shares, which is 7.50 yuan per share.

5. Source of shares: A shares of ordinary shares of the company repurchased by the company from the secondary market

6. The validity period, vesting period and vesting arrangement of the incentive plan

(1) The incentive plan shall be valid for a maximum of 60 months from the date of the first grant of restricted shares to the date on which all the restricted shares granted to the incentive recipient are vested or invalidated.

(2) The restricted shares granted under this incentive plan will be vested in accordance with the agreed proportion after the incentive object meets the corresponding vesting conditions, and the vesting date must be the trading date, but shall not vest within the following periods:

(1) 15 days before the announcement of the company's annual report and semi-annual report, the annual report and semi-annual report are postponed due to special reasons

If the annual report is announced, it shall be counted from 15 days before the original scheduled announcement date to 1 day before the announcement;

(2) 5 days before the announcement of the company's quarterly report, performance forecast and performance express report;

(3) From the date of occurrence of a major event that may have a greater impact on the trading price of the company's shares and its derivatives or the date of entering the decision-making procedure, to the date of disclosure in accordance with the law;

(4) Other periods stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.

The above-mentioned "material events" are transactions or other material matters that the Company should disclose in accordance with the provisions of the Listing Rules. If the relevant laws, regulations, and departmental rules have other provisions on the period that shall not be vested, the relevant provisions shall prevail.

The vesting period and vesting arrangements for the reserved grant of restricted shares under this incentive plan are as follows:

The number of vested interests

Vesting Arrangement Vesting time accounts for the reserved grant right

Proportion of total benefit

First vesting period from the first trading day after 12 months from the date of reservation grant to 50% of the reservation grant

until the last trading day within 24 months from the date of the date

Second vesting period from the first trading day after 24 months from the date of grant of the reservation to 50% of the grant of the reservation

The last trading day within 36 months from the date of the date

Restricted shares that have not been vested during the above-mentioned agreed period or restricted shares that cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested and shall be invalidated.

The restricted shares granted to the incentive recipients under this incentive plan shall not be transferred, used as collateral or used for guarantee before vesting

Repayment of debts, restricted shares that have been granted but not yet vested due to the conversion of capital reserve into share capital, share splitting, allotment of shares, share gifts, etc., are subject to vesting conditions at the same time, and shall not be transferred, used for guarantee or repayment of debts before vesting; If the restricted shares are not attributable at that time, the shares obtained for the aforementioned reasons shall also not be vested.

7. Reserve the list of incentive recipients and the awarding situation

The restrictions granted are the total at the time of grant

The number of shares targeted by the incentive is the ratio of the total number of shares to the proportion of share capital

(10,000 shares) Example

Production technology (business) backbone personnel (39 in total) 41 14.07% 0.10%

Total reserved grants 41 14.07% 0.10%

Note: 1. The shares of the company granted to any of the above-mentioned incentive recipients through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the company's incentive plan during the validity period shall not exceed 20% of the company's total share capital at the time the equity incentive plan is submitted to the general meeting of shareholders.

2. The incentive objects of this plan do not include independent directors, supervisors and foreign employees.

3. If the total number in the above table does not match the mantissa of the sum of the sub-values, it is due to rounding.

2. The verification of the board of supervisors on the list of reserved incentive recipients

(1) None of the incentive objects reserved for granting incentives in this incentive plan shall not be eligible to become incentive objects as stipulated in Article 8 of the Administrative Measures:

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 in the past 12 months;

3. In the past 12 months, he has been administratively punished by the China Securities Regulatory Commission and its dispatched agencies for major violations of laws and regulations

or take measures to ban market access;

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 identified by the China Securities Regulatory Commission.

(2) The incentive objects reserved for this incentive plan are the company's production technology (business) backbone personnel, excluding the company's independent directors, supervisors and foreign employees.

(3) The personnel on the list of incentive objects reserved for the incentive plan meet the qualifications stipulated in the Company Law, the Securities Law and other laws, administrative regulations and normative documents, as well as the articles of association of the company, the conditions for the incentive objects stipulated in the management methods, the listing rules and other laws, administrative regulations and normative documents, and the conditions for the incentive objects stipulated in the incentive plan (draft), and they are the main body of the incentive objects of the company's incentive plan

The qualifications are legal and valid.

In summary, the Board of Supervisors agreed to the list of incentive objects reserved for granting in this incentive plan of the Company and agreed to the incentive plan

The reserved grant date is March 14, 2025, and it was agreed to grant 39 people at a grant price of RMB 10.23 per share

410,000 restricted shares were granted to the incentive recipients.

3. If the incentive object is a director or senior manager, it shall be bought and sold 6 months before the date of grant of restricted shares

A description of the company's shares

The incentive plan is reserved for granting incentives, excluding directors and senior managers.

4. Accounting treatment of restricted stocks and performance impact measurement

(1) The fair value of restricted shares and the method of determination

According to the application case of the Accounting Standards for Business Enterprises issued by the Accounting Department of the Ministry of Finance, "Application Cases of Share-based Payment Standards - Grant of Restricted Shares", the measurement of share-based payment expenses of the second type of restricted stocks is carried out with reference to stock options. therefore

The Company selected the Black-Scholes model to calculate the fair value of the Class II restricted stock and to calculate the fair value of the Class II restricted stock in 20253

On the 14th of January, the model was used to calculate the second class of restricted shares reserved for grants. The specific parameters are selected as follows:

1. The underlying stock price: 20.48 yuan/share (the closing price of the company's shares on the reserved grant date);

2. The validity period is: 1 year and 2 years respectively (the period from the date of grant of restricted shares to the vesting date of each period);

3. Historical volatility: 19.0632%, 16.4663% (using the last 12 months and 24 months of the Shanghai Composite Index.)

volatility);

4. Risk-free interest rate: 1.50% and 2.10% (using the 1-year and 2-year deposit benchmark interest rates of financial institutions set by the People's Bank of China respectively);

5. Dividend yield: 0%.

(2) The impact of this grant on the company's operating performance

The Company determines the fair value of the restricted shares on the grant date in accordance with the provisions of the accounting standards, and finally recognizes the share-based payment expenses reserved for the grant portion of the incentive plan, which will be amortized in proportion to the vesting arrangement during the implementation of the incentive plan. Incentive costs arising from this incentive plan will be charged to recurring profit or loss.

In accordance with the Chinese accounting standards and requirements, the amortization of the cost of reserved restricted shares granted under the incentive plan and the impact on the accounting costs of each period are shown in the following table:

The number of restricted stock granted reserved Total amortized expenses 2025 2026 2027

Volume (10,000 shares) (10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000 yuan

41.00 432.01 255.42 153.81 22.79

Note: 1. The above calculation results do not represent the final accounting cost, the actual accounting cost is related to the grant date, grant price and vesting quantity, and the incentive object resigns before vesting, and the company's performance appraisal or individual performance appraisal does not meet the corresponding standards, so as to reduce the actual vesting quantity accordingly and thus reduce the share-based payment expenses;

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.

The cost of this incentive plan will be charged to the cost. Based on the current information, the company preliminarily estimates that the amortization of restricted stock expenses will have an impact on the net profit of each year during the validity period. However, at the same time, after the implementation of the restricted stock incentive plan, it will further enhance the cohesion of employees, team stability, and effectively stimulate the enthusiasm of the management team, so as to improve operational efficiency, reduce agent costs, and bring positive promotion to the long-term improvement of the company's operating performance and intrinsic value.

The final result of the impact of the above cost amortization forecast on the company's operating results will be subject to the annual audit report issued by the accounting firm.

5. Concluding observations of the legal opinion

Guangdong Cinda Law Firm believes that, as of the date of issuance of this legal opinion, the necessary approvals and authorizations have been obtained for this grant; The grant conditions of the incentive plan have been fulfilled, and the determination of the grant date, grant price, grant quantity and incentive objects of the incentive plan comply with the relevant provisions of the Company Law, Securities Law, Administrative Measures, Listing Rules, Regulatory Guidelines and other laws, regulations, normative documents and the Incentive Plan (Draft). The company still needs to fulfill the corresponding information disclosure obligations in accordance with relevant regulations.

6. Concluding observations of the independent financial adviser

Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd., an independent financial adviser, believes that as of the date of issuance of this report, Jiayuan Technology has obtained the necessary approvals and authorizations for the reserved grant of the restricted stock incentive plan; The Company does not meet the grant conditions stipulated in the Company's 2024 Restricted Stock Incentive Plan; The determination of the reserved grant date, grant price, grant object and grant quantity of restricted shares is in accordance with the provisions of laws, regulations and normative documents such as the Administrative Measures and the Listing Rules.

7. Attachment to the online announcement

1. Resolution of the 41st Meeting of the Fifth Board of Directors of Guangdong Jiayuan Technology Co., Ltd.

2. Resolution of the 26th Meeting of the Fifth Board of Supervisors of Guangdong Jiayuan Technology Co., Ltd.

3. Verification Opinions of the Board of Supervisors of Guangdong Jiayuan Technology Co., Ltd. on the List of Reserved Incentive Recipients for the Company's 2024 Restricted Stock Incentive Plan

4. List of Reserved Incentive Recipients for the 2024 Restricted Stock Incentive Plan of Guangdong Jiayuan Technology Co., Ltd.

5. Legal Opinion of Guangdong Cinda Law Firm on Matters Relating to the Reserved Grant of the 2024 Restricted Stock Incentive Plan of Guangdong Jiayuan Technology Co., Ltd.

6. Independent Financial Adviser's Report of Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd. on Matters Related to the Reserved Grant of Guangdong Jiayuan Technology Co., Ltd.'s 2024 Restricted Stock Incentive Plan

The announcement is hereby made.

Board of Directors of Guangdong Jiayuan Technology Co., Ltd

March 15, 2025