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Contemporary Amperex Technology Co., Limited Proxy Solicitation & Information Statement 2026

Mar 10, 2026

50880_rns_2026-03-09_403b6608-35d5-43ff-a55e-36502839f11c.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Contemporary Amperex Technology Co., Limited, you should disregard this circular and the proxy form.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CATL

Contemporary Amperex Technology Co., Limited

寧德時代新能源科技股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3750)

2025 ANNUAL REPORT AND ITS SUMMARY

2025 WORK REPORT OF THE BOARD

2025 PROFIT DISTRIBUTION PLAN

AUTHORIZATION TO THE BOARD TO DETERMINE THE 2026 INTERIM PROFIT

DISTRIBUTION PLAN

CONFIRMATION OF THE REMUNERATION OF DIRECTORS FOR 2025 AND THE

REMUNERATION PLAN FOR 2026

PROPOSED PURCHASE OF LIABILITY INSURANCE FOR DIRECTORS AND

SENIOR MANAGEMENT OF THE COMPANY

RE-APPOINTMENT OF AUDITOR FOR 2026

APPLICATION TO FINANCIAL INSTITUTIONS FOR INTEGRATED BANK

CREDIT FACILITIES FOR 2026

THE ESTIMATED CAP FOR PROVISION OF GUARANTEE IN 2026

HEDGING PLANS FOR 2026

ENTRUSTED WEALTH MANAGEMENT PLAN FOR 2026

PROPOSED GRANT OF GENERAL MANDATE TO ISSUE BONDS

PROPOSED CHANGE IN THE USE OF PROCEEDS RAISED FROM A SHARES

GENERAL MANDATE TO THE BOARD FOR ISSUING H SHARES

PROPOSED ADOPTION OF THE 2026 A SHARE EMPLOYEE STOCK OWNERSHIP

PLAN AND ITS SUMMARY

PROPOSED ADOPTION OF THE ADMINISTRATIVE MEASURES FOR THE 2026 A

SHARE EMPLOYEE STOCK OWNERSHIP PLAN

PROPOSED GRANT OF FULL AUTHORITY TO THE BOARD TO HANDLE ALL

SPECIFIC MATTERS RELATED TO THE 2026 A SHARE EMPLOYEE STOCK

OWNERSHIP PLAN

NOTICE OF THE 2025 ANNUAL GENERAL MEETING

A notice convening the AGM of Contemporary Amperex Technology Co., Limited to be held at Meeting Room, Level 1, Technology Building, No. 2 Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province, PRC on Friday, April 3, 2026 at 3 p.m. is set out on pages 114 to 116 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.catl.com).

Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions stated thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wan Chai, Hong Kong (for H Shareholders only) as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM (i.e. not later than 3 p.m. on Thursday, April 2, 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM (or any adjournment thereof) if they so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

March 9, 2026


CONTENTS

Page

DEFINITIONS... 1

LETTER FROM THE BOARD... 4

I. INTRODUCTION... 5

II. MATTERS TO BE RESOLVED AT THE AGM... 5

III. NOTICE OF AGM... 22

IV. FORM OF PROXY... 22

V. VOTING BY POLL... 22

VI. CLOSURE OF REGISTER OF MEMBERS... 23

VII. RESPONSIBILITY STATEMENT... 23

VIII. RECOMMENDATION... 23

APPENDIX I 2025 WORK REPORT OF THE BOARD... 24

APPENDIX II 2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)... 43

APPENDIX III ADMINISTRATIVE MEASURES FOR THE 2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN... 84

NOTICE OF THE 2025 ANNUAL GENERAL MEETING... 114


DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“2025 A Share Annual Report” the annual report (A Share) for the year ended December 31, 2025 published by the Company on March 9, 2026

“2025 Profit Distribution Plan” the proposed profit distribution plan of the Company for 2025

“2026 A Share Employee Stock Ownership Plan” or “this Stock Ownership Plan” or “this Plan” the 2026 A Share employee stock ownership plan proposed to be implemented pursuant to the 2026 A Share Employee Stock Ownership Plan of Contemporary Amperex Technology Co., Limited (Draft)

“AGM” the 2025 annual general meeting of the Company to be held at Meeting Room, Level 1, Technology Building, No. 2 Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province, PRC on Friday, April 3, 2026 at 3 p.m., or any adjournment thereof and notice of which is set out on pages 114 to 116 of this circular

“Articles of Association” the articles of association of the Company (as amended from time to time)

“A Share(s)” ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Shenzhen Stock Exchange and traded in RMB

“Board” the board of Directors

“Company” Contemporary Amperex Technology Co., Limited (寧德時代新能源科技股份有限公司), a joint stock company with limited liability established in the PRC, the A Shares of which have been listed on the ChiNext of the Shenzhen Stock Exchange (stock code: 300750) and the H Shares of which have been listed on the Stock Exchange (stock code: 3750)

  • 1 -

DEFINITIONS

"Company Law" the Company Law of the PRC

"CSDC" China Securities Depository and Clearing Corporation Limited

"Director(s)" the director(s) of the Company

"Group" the Company and its subsidiaries

"H Share(s)" ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in HKD

"Holders' Meeting" the meeting of holders of this Stock Ownership Plan

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"HKD" or "HK$" Hong Kong dollars, the lawful currency of Hong Kong

"Latest Practicable Date" March 3, 2026, being the latest practicable date prior to the publication of this circular for ascertaining certain information herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, as amended and supplemented from time to time

"Management Committee" the management committee of the Stock Ownership Plan

"PRC" the People's Republic of China, except where the context requires otherwise, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

  • 2 -

DEFINITIONS

“Remuneration and Appraisal Committee” the remuneration and appraisal committee of the Board
“RMB” Renminbi, the lawful currency of the PRC
“Shareholder(s)” holder(s) of Share(s)
“Share(s)” share(s) of the Company, including both A Shares and H Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buybacks of Hong Kong as amended from time to time
“treasury share(s)” has the same meaning as set out in the Listing Rules
“US$” US dollars, the lawful currency of the United States of America
“%” percent
  • 3 -

LETTER FROM THE BOARD

CATL

Contemporary Amperex Technology Co., Limited

寧德時代新能源科技股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3750)

Executive Directors:

Mr. Zeng Yuqun (Chairman of the Board)

Mr. Pan Jian

Mr. Li Ping

Mr. Zhou Jia

Mr. Wu Yingming

Dr. Ouyang Chuying

Independent Non-executive Directors:

Dr. Wu Yuhui

Mr. Lin Xiaoxiong

Dr. Zhao Bei

Registered Office in Mainland China and

Headquarters:

No. 2 Xingang Road, Zhangwan Town

Jiaocheng District, Ningde City

Fujian Province

PRC

Principal Place of Business in Hong Kong:

13/F, LKF29

29 Wyndham Street

Central

Hong Kong

March 9, 2026

To the Shareholders

Dear Sir/Madam,

2025 ANNUAL REPORT AND ITS SUMMARY

2025 WORK REPORT OF THE BOARD

2025 PROFIT DISTRIBUTION PLAN

AUTHORIZATION TO THE BOARD TO DETERMINE THE 2026 INTERIM PROFIT

DISTRIBUTION PLAN

CONFIRMATION OF THE REMUNERATION OF DIRECTORS FOR 2025 AND THE

REMUNERATION PLAN FOR 2026

PROPOSED PURCHASE OF LIABILITY INSURANCE FOR DIRECTORS AND

SENIOR MANAGEMENT OF THE COMPANY

RE-APPOINTMENT OF AUDITOR FOR 2026

APPLICATION TO FINANCIAL INSTITUTIONS FOR INTEGRATED BANK

CREDIT FACILITIES FOR 2026

THE ESTIMATED CAP FOR PROVISION OF GUARANTEE IN 2026

HEDGING PLANS FOR 2026

ENTRUSTED WEALTH MANAGEMENT PLAN FOR 2026

PROPOSED GRANT OF GENERAL MANDATE TO ISSUE BONDS

PROPOSED CHANGE IN THE USE OF PROCEEDS RAISED FROM A SHARES

GENERAL MANDATE TO THE BOARD FOR ISSUING H SHARES

PROPOSED ADOPTION OF THE 2026 A SHARE EMPLOYEE STOCK OWNERSHIP

PLAN AND ITS SUMMARY

PROPOSED ADOPTION OF THE ADMINISTRATIVE MEASURES FOR THE 2026 A

SHARE EMPLOYEE STOCK OWNERSHIP PLAN

PROPOSED GRANT OF FULL AUTHORITY TO THE BOARD TO HANDLE ALL

SPECIFIC MATTERS RELATED TO THE 2026 A SHARE EMPLOYEE STOCK

OWNERSHIP PLAN

NOTICE OF THE 2025 ANNUAL GENERAL MEETING


LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to give you the notice of the AGM to be held on Friday, April 3, 2026 and the details of the resolutions to be proposed to consider and approve at the AGM and provide all the information reasonably required to enable you to make an informed decision on whether to vote for or against or abstain from voting on those resolutions.

II. MATTERS TO BE RESOLVED AT THE AGM

ORDINARY RESOLUTIONS

1. 2025 Annual Report and its Summary

An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Annual Report and its Summary. Please refer to the 2025 A Share Annual Report and its Summary and the 2025 annual financial statements of the Company in the annual results announcement for the year ended December 31, 2025 of the Company published on March 9, 2026.

2. 2025 Work Report of the Board

An ordinary resolution will be proposed at the AGM to consider and approve the 2025 work report of the Board. Please refer to Appendix I for the full text of the 2025 work report of the Board.

3. 2025 Profit Distribution Plan

In respect of the 2025 profit distribution plan of the Company, it is proposed by the Board to the Shareholders at the AGM to consider and approve the distribution of a cash dividend of RMB69.57 (hereinafter referred to as the "Cash Dividend Distribution Ratio", including final cash dividend of RMB21.78 and special cash dividend of RMB47.79) per 10 Shares (including tax).

The final and special dividend will be denominated and declared in RMB. The holders of A Shares will be paid in RMB and the holders of H Shares will be paid in HKD. The exchange rate for the dividend to be paid in HKD will be average central parity rate of HKD against RMB as announced by the People's Bank of China on the one trading day before the resolution is considered by the Board (March 6, 2026) (HKD:RMB = 1:0.88253). As such, the dividend payable for every 10 H Shares is HK$78.83 (including tax).

The final and special dividend for H Shares will be paid to holders of H Shares whose names appeared on the registers of members of the Company on Friday, April 17, 2026 and the registers of members of the Company will be closed from Tuesday, April 14, 2026 to Friday, April 17, 2026, both days inclusive, during which no transfer of H Shares will be effected. In order for the holders of H Shares to be entitled to the final and special dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, April 13, 2026 for registration.

For information on the share registration date for holders of A Shares, please refer to relevant announcement to be issued by the Company on Shenzhen Stock Exchange.


LETTER FROM THE BOARD

If the Company’s total issued Shares and the number of repurchased Shares change between the date of disclosure of this plan and the record date for determining H Shareholders’ entitlement to the 2025 Profit Distribution Plan, the Company will adjust the total cash dividend amount according to the principle that the Cash Dividend Distribution Ratio will remain unchanged, based on the number of total issued Shares (but excluding the A Shares held in the Company’s dedicated securities account for repurchases) on the record date for determining H Shareholders’ entitlement to the 2025 Profit Distribution Plan.

4. Authorization to the Board to Determine the 2026 Interim Profit Distribution Plan

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve authorization to the Board to (i) determine the specific 2026 interim profit distribution plan; (ii) complete the distribution of dividends within the statutory time limit after the Board approves the 2026 Interim Profit Distribution Plan; and (iii) handle other matters necessary for the 2026 interim dividend distribution, subject to the following:

(i) the Company’s net profit attributable to the Shareholders is positive for the corresponding period, and its accumulated undistributed profits are also positive;

(ii) the Company’s cash flow is sufficient to meet the funding needs of normal operations and sustainable development; and

(iii) the amount of the 2026 interim dividend shall not exceed 15% of the net profit attributable to the Shareholders for the corresponding period.

5. Confirmation of the Remuneration of Directors for 2025 and the Remuneration Plan for 2026

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the confirmation of the remuneration of Directors for 2025 and the remuneration plan for 2026 by the Board on the recommendation of the Remuneration and Appraisal Committee. Details of remuneration for 2025 are set out in the 2025 Annual Report.


LETTER FROM THE BOARD

The remuneration plan for 2026 is formulated according to the remuneration for 2025 is as follows:

(i) Directors (except for independent non-executive Directors) who also hold other positions in the Company or its subsidiaries will receive remuneration based on their specific management positions in the Company or its subsidiaries, in accordance with the Company's or its subsidiaries' relevant remuneration and performance appraisal management systems. The Company will not pay directors' remuneration separately; and

(ii) Independent non-executive Directors will receive allowance of RMB300,000 per year before tax for 2026, paid monthly.

6. Proposed Purchase of Liability Insurance for Directors and Senior Management of the Company

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve (i) the purchase of liability insurance for all Directors and senior management of the Company, with the total insurance cap being RMB200 million per year, the premium amount not exceeding RMB1.1 million per year (excluding tax) and insurance period being one year; and (ii) authorization to the Board, and the Board to further authorize the Company's management to be specifically responsible for handling matters related to the purchase of the aforementioned liability insurance within the above-mentioned premium cap (including but not limited to determining the insurance company, and the insurance premium, signing relevant legal documents and dealing with other matters related to the purchase of insurance), as well as handling matters related to the renewal or repurchase of the liability insurance for Directors and senior management upon the expiration of the above-mentioned liability insurance contracts.

7. Re-appointment of Auditor for 2026

The Board, on the recommendation of the audit committee of the Board, resolved to propose the re-appointment of Grant Thornton (Special General Partnership) as the 2026 financial statement and internal control auditor of the Company. The annual audit fee shall not exceed RMB6.9 million (of which the financial statement audit fee shall not exceed RMB5.8 million and the internal control audit fee shall not exceed RMB1.1 million).

Subject to the authorization by the Shareholders, the general manager of the Company or his authorized person(s) will be authorized to determine the specific audit fees and execute relevant documents.


LETTER FROM THE BOARD

8. Application to Financial Institutions for Integrated Bank Credit Facilities for 2026

In order to meet the needs for the business development of the Group, the Company and its controlling subsidiaries intend to apply to relevant financial institutions for integrated credit facilities in the amount of not exceeding RMB680 billion for 2026, with the credit facilities to be used on a revolving basis. The form and usage credit facilities may include but are not limited to working capital loans, fixed asset loans, project loans, acceptances, letter of guarantee, letters of credit, bill discounting, financial derivatives and other comprehensive businesses. The specific cooperating banks, final financing amount and specific form will be further negotiated and determined with the relevant banks, and will be subject to the formally signed agreement.

An ordinary resolution will be proposed at AGM for the Shareholders to consider and approve (i) the abovementioned proposed application to financial institutions for integrated bank credit facilities for 2026; and (ii) authorization to the general manager of the Company or his authorized person(s) to complete all relevant procedures and sign all contracts, agreements, certificates and other legal documents related to the credit facilities (including but not limited to credit, loans, guarantees, movable property mortgages, immovable property mortgages, financing, financial derivatives and so on) within the cap of the abovementioned credit facilities.

If approved by Shareholders, such approval will remain valid from the date of approval of this resolution by the AGM until the date of the 2026 annual general meeting of the Shareholders to be held in 2027.

9. Estimated Cap for Provision of Guarantee in 2026

An ordinary resolution will be proposed to the AGM to approve the aggregate estimated new cap at RMB26.639 billion, USD4.790 billion and EUR1.3 billion (or their equivalent in other currencies) for the provision of guarantee in 2026 by the Company and its subsidiaries to its subsidiaries and invested companies.

The proposed resolution to be resolved at the AGM is an authorization proposed to be granted to the Company's general manager and his authorized person(s). In the event that the Company shall enter into relevant agreements (including framework agreements), the Company will comply with the applicable rules of the Listing Rules.

If approved by Shareholders, such approval will remain valid from the date of approval of this resolution by the AGM until the date of the 2026 annual general meeting of the Shareholders to be held in 2027.


LETTER FROM THE BOARD

The Board believes that the approval of the Shareholders to the Company and its subsidiaries to provide such guarantees is consistent with relevant laws and regulations as well as the Articles of Association. It is also in line with the Company's daily operations and long-term business development. The guarantees will be provided to the Company's subsidiaries and invested companies, which have stable operations, good credit status and strong repayment ability, and therefore the overall risk relevant to provision of guarantee is controllable.

For further details of the guarantee in connection with this resolution, please refer to the overseas regulatory announcement on estimated cap for provision of guarantee in 2026 of the Company dated March 9, 2026.

10. Hedging Plans for 2026

A commodity hedging plan for 2026 has been formulated to mitigate market risks arising from material fluctuations in raw material prices in the course of the Company's production and operation and in accordance with the Group's production and operation objectives. The maximum margin and premium (including credit quota granted by financial institutions) required for commodity hedging transactions for 2026 shall not exceed RMB45 billion (or its equivalent in other currencies). The maximum contract value held on any single trading day shall not exceed RMB116 billion (or its equivalent in other currencies).

In addition, to effectively mitigate foreign exchange market risks and prevent adverse effects from significant exchange rate fluctuations on the Company, a foreign exchange hedging plan for 2026 has been formulated based on the operational and business needs of the Group. The maximum margin (including credit quota granted by financial institutions) required for foreign exchange hedging transactions for 2026 shall not exceed RMB18.5 billion (or its equivalent in other currencies). The maximum contract value held on any single trading day shall not exceed RMB224 billion (or its equivalent in other currencies).

The maximum margin and premium required for the Company to conduct the above-mentioned hedging business shall not exceed RMB63.5 billion (or its equivalent in other currencies), estimated to represent no more than 87.95% of the audited net profit attributable to shareholders of the listed company in 2025. The maximum contact value held on any single trading day shall not exceed RMB340 billion (or its equivalent in other currencies), which is expected to be no more than 100.86% of the audited net assets attributable to shareholders of the listed company in 2025.

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the resolution on the hedging plans for 2026 and authorize the hedging leadership team to approve and further implement specific transactions thereunder in accordance with the hedging plans for 2026.


LETTER FROM THE BOARD

11. Entrusted Wealth Management Plan for 2026

An ordinary resolution will be proposed at the AGM to consider and approve the entrusted wealth management plan for 2026 of the Company. The specific plan is set out below:

(1) Purposed of investments

In order to improve the efficiency of the Company’s capital utilization, the Company and its subsidiaries intend to make reasonable use of idle funds for entrusted wealth management, increase the Company’s capital income and obtain more investment returns for the Company and its Shareholders, without affecting the Company’s normal operations.

(2) Cap of investments

The Company and its subsidiaries plan to use no more than RMB180 billion of their own idle funds for entrusted wealth management, which can be used on a rolling basis within the above-mentioned cap and the validity period of this resolution.

(3) Investment products

The company and its subsidiaries intend to use idle funds to purchase low-risk wealth management products with high security and good liquidity. The entrusted wealth management products invested in by the Company and its subsidiaries may not be used for stocks and their derivatives, securities investment funds or investments for the purpose of securities investment.

(4) Entrusted parties

The Company will entrust qualified professional institutions to handle its wealth management business. The entrusted parties will primarily include financial institutions such as commercial banks, trust companies, securities companies and fund management companies. There is no affiliation between the Company and the entrusted wealth management institutions.

(5) Source of funds

The funds entrusted for the wealth management are the Company’s and its subsidiaries’ temporarily idle funds.

(6) Validity period of the resolution

The validity period of this resolution is from the date of approval by the AGM to the date of the 2026 annual general meeting of the Shareholders to be held in 2027.

  • 10 -

LETTER FROM THE BOARD

Within the abovementioned cap of investments, the Board proposes to the Shareholders' meeting to authorize the general manager of the Company or his authorized person(s) to exercise investment decision-making power and sign relevant legal documents, including but not limited to selecting qualified issuers, specifying investment amounts and terms, selecting investment products and signing agreements. The Company's finance department is responsible for the specific implementation of these matters and shall promptly report the implementation and progress to the Board. The authorization period is consistent with the validity period of the resolution above.

12. Proposed Grant of General Mandate to Issue Bonds

It is proposed to the Shareholders at the AGM for the approval of the grant of a general mandate to issue bonds, in order to satisfy the needs of production, operation and business development of the Group, optimize the debt structure, reduce financing costs and promote the steady development of the Group's various businesses.

The principal terms of the proposed grant of general mandate to issue corporate bonds are set out below:

Issuer: The Company.

Issuance size: The issue size of the bonds shall not be more than (and including) RMB40 billion, and the specific issue size of the bonds is subject to the final registered amount.

Term: The term of the bonds shall not be more than (and including) 5 years. The specific issuance term will be determined based on the Company's actual funding needs and market conditions at the time of issuance, and it can be a single-term product or a combination of multiple-term products.

Issuance method: Public offering in the national interbank bond market or exchange market, underwritten by underwriting institutions on a residual underwriting basis. The issuance can be conducted in one or more installments within the registered quota and validity period, depending on the Company's actual funding needs and market conditions.

Interest rate: The interest rate shall be determined in accordance with the prevailing market conditions at the time of issuance and the results of the book-building process.


LETTER FROM THE BOARD

Target investors:
Investors in the national interbank bond market or exchange market (excluding those prohibited from purchasing by national laws and regulations).

Use of proceeds:
The proceeds from the issuance of the bonds will be primarily used for project construction, supplementing working capital, repaying interest-bearing liabilities and other purposes that comply with laws, regulations and regulatory requirements, and will be used in accordance with the provisions of the issuance documents.

Validity period of the resolution:
The resolution to issue the bonds is valid for 24 months from the date of approval by the AGM.

It is proposed to the Shareholders at the AGM to authorize the general manager of the Company and then to the authorized person(s) by the general manager to deal with, among others, the following matters in relation to the issuance of bonds:

(1) within the scope permitted by laws, regulations and the Articles of Association, and having regard to the specific circumstances of the Company and the market, to formulate and implement the specific issuance plan for the bonds under the issuance and to revise and adjust such plan, including but not limited to determining the aggregate principal amount, term, interest rate, time of issuance, whether to issue in tranches, the number of tranches and the issuance size of each tranche, underwriting method, use of proceeds and their specific applications and all other matters relating to the terms of the issuance;

(2) to determine, appoint or replace the underwriters and other intermediaries participating in the issuance;

(3) to be responsible for the preparation, amendment, execution and filing of all agreements and legal documents relating to the issuance, including but not limited to registration and issuance application documents, the bond prospectus, the underwriting agreement and other relevant legal documents, as well as the information disclosure documents in accordance with applicable regulatory rules;

(4) to handle all necessary procedures in relation to the registration and issuance, including but not limited to the relevant registration and filing procedures, and the procedures relating to issuance, trading and circulation of the bonds;

(5) in light of the actual progress of the issuance of bonds and the actual funding needs of the Company, to determine and adjust the specific arrangements for the use of the proceeds, including their specific purposes and amounts;

  • 12 -

LETTER FROM THE BOARD

(6) in the event of any change in regulatory policies or market conditions, except for matters which, under relevant laws, regulations and the Articles of Association, are required to be resubmitted to the Shareholders' meeting for approval, to make corresponding adjustments to the specific issuance plan and other related matters of the issuance in accordance with the opinions of the regulatory authorities; and

(7) to handle all other necessary matters in relation to the issuance.

The above authorizations shall become effective from the date on which the proposed grant of the general mandate to issue bonds is approved at the AGM and shall remain valid throughout the period of registration, issuance and duration of the bonds thereunder.

13. Proposed Change in the Use of Proceeds Raised from A Shares

An ordinary resolution will be proposed at the AGM to consider and approve the resolution on proposed change in the use of proceed raised from A Shares.

In June 2022, the Company issued 109,756,097 A Shares to specific subjects, with an issue price of RMB410 per share, raising a total of approximately RMB45,000 million. After deducting fees for offering, the net proceeds from the A Share offering were approximately RMB44,870 million.

Based on the Company's long-term strategic plan and current development needs, and in order to further promote its business development, meet market demand, enhance product competitiveness and improve the efficiency of the use of raised funds, after careful research and analysis, the Company plans to use RMB4,800 million of the raised funds not yet invested in the "Phase I of Guangdong Ruiqing Times Lithium-ion Battery Production Project" as of February 28, 2026 (including all interest income with specific amount to be based on the balance of funds in the special account for raised funds at the time of actual transfer), for the "Times New Energy Xiamen Battery Industrial Base Project". Any shortfall will be funded by the Company using its own funds or self-raised funds according to the actual needs of the project construction.

The Board believes that the proposed change in use of A Share proceeds is in the overall interests of the Company and its Shareholders, and will help the Group optimize its working capital structure and improve the efficiency of capital utilization.

  • 13 -

LETTER FROM THE BOARD

SPECIAL RESOLUTIONS

14. General Mandate to the Board for Issuing H Shares

A special resolution will be proposed at the AGM to consider and approve the granting of a general mandate to the Board and then to delegate to the chairman of the Board and his authorized person(s) by the Board to (i) decide to issue, allot and deal with H shares and/or options (including convertible bonds and other securities with the right to subscribe for or convert into new H shares) separately or concurrently depending on market conditions and the needs of the Company’s business development, within a limit not exceeding 5% of the total number of the Shares in issue (excluding treasury shares) as at the date of this resolution being considered and approved at the shareholders’ meeting, and (ii) approve, sign and make or cause to be signed and made all documents, deeds and matters that they deem related to the exercise of the general mandate mentioned above.

As of the Latest Practicable Date, the Company had 4,563,868,956 Shares in issue (including 31,982,306 A Shares held as treasury shares by the Company). Subject to the approval of the grant of the Issuance Mandate and assuming that no Shares will be issued by the Company prior to the AGM, a maximum of 226,594,332 H Shares, can be allotted, issued and/or dealt with by the Board pursuant to the Issuance Mandate to be granted by the Shareholders.

The Issuance Mandate will be valid from the date of approval of this resolution by the AGM to the earliest of (i) date of the 2026 annual general meeting of the Shareholders to be held in 2027, or (ii) the revocation or variation of the authority under this Issuance Mandate by way of resolution at any general meeting of the Company.

15. Proposed Adoption of the 2026 A Share Employee Stock Ownership Plan and its Summary

Reference is made to the announcement of the Company dated February 9, 2026. A special resolution will be proposed at the AGM to consider and approve the resolution on proposed adoption of the 2026 A Share Employee Stock Ownership Plan. Details are as follows:

A. Purpose

The Company has formulated this Stock Ownership Plan in accordance with the provisions of the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies, the Self-regulatory Guidance No. 2 for Companies Listed on the Shenzhen Stock Exchange — Standardized Operation of Companies Listed on the ChiNext Market, and other relevant laws, regulations, regulatory documents, as well as the Articles of Association.


LETTER FROM THE BOARD

The purpose for which the Company establishes the employee stock ownership plan is to further improve the Company's corporate governance structure, establish and improve the Company's long-term incentive and restraint mechanism, attract and retain outstanding talent, fully mobilizing their enthusiasm and creativity, effectively enhance the cohesion of the core team and the core competitiveness of the Company, and align the interests of Shareholders, the Company and the core team, so that all parties will jointly focus on the long-term development of the Company, thus ensuring the realization of the Company's development strategy and business goals.

B. Eligible Participants

The participants of this Stock Ownership Plan are the mid-level management personnel and core backbone personnel (including foreign employees, but excluding Directors, senior management of the Company, and Shareholders or actual controllers who individually or collectively hold 5% or more of the Shares, and their spouses, parents, and children) of the Company (including subsidiaries within the scope of consolidated financial statements). The above participants are personnel who play an important role in the Company's operating results and future development, which is consistent with the purpose of this Stock Ownership Plan.

The above eligible employees shall participate in this Stock Ownership Plan in accordance with the principles of compliance with laws and regulations, voluntary participation, and self-assumption of risk, and the specific list shall be determined by the Remuneration and Appraisal Committee. There is no situation under this Stock Ownership Plan where employees are forced to participate in this Stock Ownership Plan through apportionment, mandatory distribution or other means.

The total number of employees participating in the initial grant under this Stock Ownership Plan is 4,956 persons, and the final number of participants shall be determined based on the actual payment status.

The participants reserved for the grant shall be determined by the Remuneration and Appraisal Committee as authorized by the Board, with reference to the criteria for the participants mentioned above and based on the subsequent actual development of the Company.

  • 15 -

LETTER FROM THE BOARD

C. Source of Shares and Number of Shares

Source of Shares

The source of Shares for this Stock Ownership Plan will be the ordinary A Shares of the Company repurchased in the Company’s dedicated securities account for repurchases. Upon approval of this Stock Ownership Plan at a general meeting, the ordinary A Shares of the Company held in the Company’s dedicated securities account for repurchases will be acquired through non-trade transfer or other methods permitted by laws and regulations.

As of the Latest Practicable Date, the Company’s dedicated securities account for repurchases holds 31,982,306 A Shares of the Company, representing 0.7008% of the Company’s then total share capital of 4,563,858,928 Shares. The final number of Shares held under this Stock Ownership Plan shall be subject to the number of Shares actually transferred.

Number of Shares

The size of this Stock Ownership Plan shall not exceed 4,046,802 Shares, representing 0.09% of the Company’s then total share capital of 4,563,858,928 Shares. Among these, to meet the needs of the Company’s sustainable development and to continuously attract and retain outstanding talent, this Stock Ownership Plan is proposed to set aside 500,000 reserved Shares, representing 12.36% of the total number of Shares under this Stock Ownership Plan and 0.01% of the Company’s current total share capital of 4,563,858,928 Shares. The reserved portion shall be transferred after the holders of the reserved portion are determined. Prior to allocation, the reserved portion shall not be subject to calculation at Holders’ Meeting.

If an employee waives the right to subscribe for or fails to pay the subscription funds in full for the granted portion, the employee shall be deemed to have automatically waived the subscription rights, and that portion of the equity interest shall become null and void.

D. Source of Funds and Transfer Price

Source of Funds

The funds for employee contributions under this Stock Ownership Plan shall be sourced from the employees’ legal remuneration, self-raised funds, and other methods permitted by laws and regulations. The Company has not provided any financial assistance or guarantees to the employees. The Company is not aware of any arrangements by third parties to provide incentives, funding, subsidies, guarantees or balance making-up to employees for their participation in the stock ownership plan.

  • 16 -

LETTER FROM THE BOARD

The total amount of funds under this Stock Ownership Plan shall not exceed RMB743.154719 million. The subscription unit is the "portion", with each portion being RMB1.00. The maximum number of portions under this Stock Ownership Plan is 743,154,719. Unless otherwise specified, the initial subscription for a single employee is 1 portion (i.e., a subscription amount of RMB1.00), and a single employee must subscribe for a number of portions that is an integral multiple of RMB1.00. The total amount of funds to be contributed by the participating employees is RMB743.154719 million, and the maximum number of Shares to be subscribed for by the employees is 4,046,802 Shares, which is calculated based on the purchase price of RMB183.64 per Share determined under this Stock Ownership Plan.

The specific amount and number of Shares for each holder under this Stock Ownership Plan shall be determined based on their actual contribution amount. The specific timing of payment shall be subject to subsequent notice. If a holder's subscription funds are not paid on time and in full, the corresponding subscription rights shall be automatically forfeited, and that portion of the equity interest shall become null and void.

Transfer Price

The transfer price under this Stock Ownership Plan (including for the reserved portion) is RMB183.64/share.

The transfer price under this Stock Ownership Plan shall not be lower than the par value of the Shares, and shall not be lower than the higher of the following:

  1. 50% of the average trading price of the Company's A Shares on the trading day immediately preceding the announcement of the draft of this Stock Ownership Plan (total trading value on the preceding trading day/total trading volume on the preceding trading day), which is RMB183.64/share;
  2. 50% of the average trading price of the Company's A Shares for the 20 trading days preceding the announcement of the draft of this Stock Ownership Plan (total trading value for the preceding 20 trading days/total trading volume for the preceding 20 trading days), which is RMB175.87/share.

  3. 17 -


LETTER FROM THE BOARD

E. Allocation

The allocation of this Stock Ownership Plan among the Share holders is as follows:

Position Proposed subscription portions (’0,000 portions) Number of Shares corresponding to proposed subscription portions (’0,000 Shares) Percentage of the Stock Ownership Plan
Portion under initial grant: Middle management personnel and core backbone employees (4,956 persons) 65,133.4719 354.6802 87.64%
Reserved portion 9,182.0000 50.0000 12.36%
Total 74,315.4719 404.6802 100.00%

The aggregate number of Shares corresponding to the equity interest acquired by any single participant under this Stock Ownership Plan does not exceed 1% of the Company’s total share capital. The total number of Shares held by the employees under this Stock Ownership Plan excludes Shares obtained by participants prior to the initial public offering and listing of the Company’s A Shares, shares purchased by them through the secondary market, and shares obtained through equity incentive.

F. Duration

The duration of this Stock Ownership Plan is 60 months, commencing from the date on which the draft of this Stock Ownership Plan is approved at the Company’s general meeting and the Company announces the transfer of the last tranche of the Company’s Shares to this Stock Ownership Plan. The duration may be terminated early or extended upon completion of the procedures stipulated in the draft. This Stock Ownership Plan shall terminate automatically upon the expiry of its duration if it is not extended.

G. Lock-up Period and Assessment Arrangements

This Stock Ownership Plan sets out a lock-up period and performance assessment conditions for the holders. An employee’s actual unlocking percentage for a given tranche shall be determined based on their performance assessment results, as follows:


LETTER FROM THE BOARD

Lock-up Period

The underlying Shares under the initial grant under this Stock Ownership Plan shall be unlocked in three tranches. Each tranche is subject to a 12-month lock-up period, for a total lock-up period of 36 months, commencing from the date on which the Company announces the completion of the transfer of the last tranche of underlying Shares related to the initial grant to this Stock Ownership Plan. The proportions of the underlying Shares to be unlocked in each tranche are 30%, 30%, and 40%, respectively, as follows:

First tranche of unlocking: On the first trading day after the 12-month anniversary of the date on which the Company announces the transfer of the last tranche of underlying Shares under the initial grant to this Stock Ownership Plan, 30% of the total number of underlying Shares held under this Stock Ownership Plan shall be unlocked.

Second tranche of unlocking: On the first trading day after the 24-month anniversary of the date on which the Company announces the transfer of the last tranche of underlying Shares under the initial grant to this Stock Ownership Plan, 30% of the total number of underlying Shares held under this Stock Ownership Plan shall be unlocked.

Third tranche of unlocking: On the first trading day after the 36-month anniversary of the date on which the Company announces the transfer of the last tranche of underlying Shares under the initial grant to this Stock Ownership Plan, 40% of the total number of underlying shares held under this Stock Ownership Plan shall be unlocked.

Performance Assessment of Holders

The assessment of holders at individual level shall be organized and implemented in accordance with the Company's prevailing regulations on remuneration and assessment. The individual-level unlocking percentage shall be determined based on the assessment results in the table below:

Holder's Assessment Result for the Preceding Year A/B + /B/B- C/D
Holder's unlocking percentage (N) 100% 0%

Within each unlocking period of this Stock Ownership Plan, the actual number of interests of underlying Share to be unlocked by a holder for the current period = the planned number of interests of underlying Share to be unlocked by the holder for the current period × the unlocking percentage corresponding to the holder's annual assessment result.


LETTER FROM THE BOARD

H. Management of this Stock Ownership Plan

Upon obtaining approval at the general meeting, this Stock Ownership Plan shall be managed by the Company itself, and the specific method of implementation shall be determined based on the actual circumstances. The highest internal management authority of this Stock Ownership Plan is the Holders’ Meeting. The Holders’ Meeting shall establish a Management Committee and authorize it as the management body of this Stock Ownership Plan to supervise the daily management of the Stock Ownership Plan and to exercise shareholder rights on behalf of the holders, other than voting rights.

The Management Committee shall, in accordance with relevant laws, regulations, and normative documents as well as the relevant provisions of this Stock Ownership Plan, manage the assets of the Stock Ownership Plan, supervise its daily management, and safeguard the legitimate rights and interests of its holders, so as to ensure the safety of the assets of the Stock Ownership Plan and avoid potential conflicts of interest between other Shareholders and the holders of the Stock Ownership Plan. The management term of the Management Committee for this Stock Ownership Plan shall be from the date on which this Stock Ownership Plan is approved at the general meeting until the date on which this Stock Ownership Plan is terminated. This Stock Ownership Plan and the corresponding administrative measures for the Employee Stock Ownership Plan have clearly stipulated the rights and obligations of the Management Committee, and the risk prevention and segregation measures are sufficient.

The Board is responsible for formulating and amending this Stock Ownership Plan, and for handling other relevant matters of this Stock Ownership Plan within the scope of authorization granted by the general meeting.

I. Transfer

During the term of this Stock Ownership Plan, unless otherwise provided by laws, regulations, and normative documents, or with the consent of the Management Committee, the portions of this Stock Ownership Plan held by a holder may not be withdrawn, transferred, or used for mortgage, pledge, guarantee, debt repayment, or other similar disposals without authorization.

Implications under Listing Rules

The 2026 A Share Employee Stock Ownership Plan constitutes a share scheme under Chapter 17 of the Listing Rules and is governed by the applicable disclosure requirements under Rule 17.12 of the Listing Rules. However, it does not constitute a share scheme involving the issue of new shares within the meaning of Chapter 17 of the Listing Rules. According to relevant PRC laws and regulations, the 2026 A Share Employee Stock Ownership Plan is subject to the approval of shareholders at a general meeting.

Please refer to Appendix II to this circular for the full text of the 2026 A Share Employee Stock Ownership Plan (Draft).


LETTER FROM THE BOARD

16. Proposed Adoption of the Administrative Measures for the 2026 A Share Employee Stock Ownership Plan

In order to regulate the implementation of the 2026 A Share Employee Stock Ownership Plan and to ensure the effective implementation of the plan, a special resolution will be proposed at the AGM to consider and approve the Administrative Measures for 2026 A Share Employee Stock Ownership Plan, the full text of which is set out in Appendix III to this circular.

The aforementioned administrative measures are formulated in accordance with the requirements of applicable laws, regulations, normative documents and the Articles of Association, and are in line with the provisions of the 2026 A Share Employee Stock Ownership Plan.

17. Proposed Grant of Full Authority to the Board to Handle All Specific Matters Related to the 2026 A Share Employee Stock Ownership Plan

To ensure the smooth implementation of the 2026 A Share Employee Stock Ownership Plan, a special resolution will be proposed at AGM to consider and approve the resolution of the general meeting to authorize the Board and its authorized person to deal with matters in relation to the 2026 A Share Employee Stock Ownership Plan, including but not limited to the following:

(1) to handle the establishment, amendment, and termination of the 2026 A Share Employee Stock Ownership Plan;

(2) to make decisions on the extension of the duration and the early termination of the 2026 A Share Employee Stock Ownership Plan;

(3) to handle all matters in relation to the allocation, lock-up and unlocking of the Shares held under the 2026 A Share Employee Stock Ownership Plan;

(4) to interpret the 2026 A Share Employee Stock Ownership Plan (Draft);

(5) to authorize the Board to make corresponding adjustments to the price and/or number of such underlying Shares in the event of any capitalization of capital reserve, distribution of stock or cash dividends, share subdivision, share consolidation, or other similar matters affecting the Company prior to the completion of the non-trade transfer of Shares under the 2026 A Share Employee Stock Ownership Plan;

(6) in case of adjustment in relevant laws, regulations, and normative documents, to amend and improve the 2026 A Share Employee Stock Ownership Plan based on any such adjustment;

(7) to handle other necessary matters required for the 2026 A Share Employee Stock Ownership Plan, except for rights that are explicitly stipulated in relevant documents to be exercised by the general meeting;

  • 21 -

LETTER FROM THE BOARD

With respect to the above authorized matters, except for those matters that are explicitly required by laws, regulations, normative documents, the 2026 A Share Employee Stock Ownership Plan, or the Articles of Association to be approved by a resolution of the Board, other matters may be directly exercised on behalf of the Board by the chairman of the Board or an appropriate person authorized by him.

The term of the aforementioned authorization shall commence from the date of approval by the AGM and end on the date of completion of the liquidation of this Stock Ownership Plan.

III. NOTICE OF AGM

Set out on pages 114 to 116 of this circular is the notice of the AGM at which, inter alia, above resolutions will be proposed to Shareholders for consideration and approval.

IV. FORM OF PROXY

A form of proxy is enclosed for use at the AGM. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.catl.com). Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions stated thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wan Chai, Hong Kong (for H Shareholders only) not less than 24 hours before the time fixed for holding the AGM (i.e. not later than 3 p.m. on Thursday, April 2, 2026) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude Shareholders from attending and voting in person at the AGM (or any adjournment thereof) if they so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

V. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the resolutions to be proposed at the AGM will be voted on by poll.

In accordance with domestic securities regulatory rules and the Articles of Association, Xiamen Ruiting Investment Co., Ltd. ("Xiamen Ruiting") (100% equity interest directly or indirectly held by Mr. Zeng Yuqun, the chairman of the Board) and Mr. Li Ping are required to abstain from voting on the resolution concerning confirmation of the remuneration of Directors for 2025 and the remuneration plan for 2026. As of the Latest Practicable Date, Xiamen Ruiting and Mr. Li Ping held 1,024,704,949 and 197,460,277 A-shares with voting rights, respectively (representing approximately 22.61% and 4.36% of the total issued shares, respectively, excluding the 31,982,306 A-shares held in the Company's Company's dedicated securities account for repurchases)).

  • 22 -

LETTER FROM THE BOARD

To the best knowledge of the Directors and having made all reasonable enquiries, save for the above-mentioned Shareholders, no Shareholders have material interests in the above-mentioned matters and are required to abstain from voting on the relevant resolutions to be proposed at the AGM.

VI. CLOSURE OF REGISTER OF MEMBERS

For determining the Shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, March 30, 2026 to Thursday, April 2, 2026, both days inclusive, during which period no transfer of Shares will be effected. The record date for determining the eligibility of holders of H Shares to attend and vote at the AGM will be Thursday, April 2, 2026. In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, March 27, 2026.

VII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make this circular or any statement herein misleading.

VIII. RECOMMENDATION

The Directors are of the opinion that all the resolutions as set out in the notice of AGM for the Shareholders’ consideration and approval are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of all the resolutions to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

Contemporary Amperex Technology Co., Limited

Mr. Zeng Yuqun

Chairman of the Board and executive Director

  • 23 -

APPENDIX I

2025 WORK REPORT OF THE BOARD

CONTEMPORARY AMPEREX TECHNOLOGY CO., LIMITED

2025 WORK REPORT OF THE BOARD

In 2025, the board of directors (the "Board") of the Company strictly complied with the Company Law, the Securities Law and other laws, regulations, and normative documents, as well as the provisions of the Articles of Association and the Rules of Procedures of the Board, effectively performed the duties of the Board as authorized by the general meeting, carried out various tasks with diligence and responsibility, and promoted the continuous, healthy, and stable development of the Company. The report on the work of the Board of the Company for 2025 is hereby presented as follows:

I. OPERATING RESULTS OF THE COMPANY FOR 2025

During the reporting period, the Company continued to launch innovative products and innovative solutions, actively promoted all-round and in-depth customer cooperation, steadily advanced the construction of global production capacity, and actively built a zero-carbon ecosystem to provide world-class products and solutions for global customers, achieving high-quality development.

During the reporting period, the Company sold 661GWh of lithium-ion batteries, a year-on-year increase of 39.16%; achieved a net profit attributable to shareholders of the listed company of RMB72.2 billion, a year-on-year increase of 42.28%; and generated net cash flows from operating activities of RMB133.2 billion, a year-on-year increase of 37.35%. According to data from SNE Research, in the field of EV batteries, the Company's global market share of EV battery usage was 39.2% in 2025, an increase of 1.2 percentage points from the same period last year. The Company has ranked first globally in EV battery usage for nine consecutive years (2017-2025). In the energy storage sector, the Company has ranked first globally in energy storage battery shipment volume for five consecutive years (2021-2025).

II. MAIN WORK OF THE BOARD FOR 2025

(I) Information Regarding the Convening of the Board Meeting

In 2025, the Company held a total of 10 board meetings. The procedures for convening and holding the meetings, the qualifications of attendees, voting procedures, voting results and resolutions were all in compliance with the requirements of laws, regulations and the Articles of Association. All directors of the Company attended board meetings. Details are set out as follows:


APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
1 The second meeting of the fourth session of the Board March 13, 2025 1. Resolution on the 2024 Annual Report and its Summary
2. Resolution on the 2024 Work Report of the Board
3. Resolution on the 2024 Work Report of the General Manager
4. Special Opinion on the Independence of Independent Directors for 2024
5. Resolution on the 2024 Profit Distribution Plan
6. Resolution on Authorizing the Board to Formulate the 2025 Interim Dividend Plan
7. Resolution on the 2024 Evaluation Report on Internal Control
8. Resolution on the 2024 Environmental, Social and Governance (ESG) Report
9. Resolution on the 2024 Special Report on the Deposit and Usage of Raised Funds
10. Resolution on the Special Explanation Regarding Securities Investment and Derivatives Trading for 2024
11. Resolution on the Confirmation of the Remuneration of Directors for 2024 and the Proposed Remuneration Plan for 2025
12. Resolution on the Confirmation of the Remuneration of Senior Management for 2024 and the Proposed Remuneration Plan for 2025
13. Resolution on the Purchase of Liability Insurance for Directors, Supervisors and Senior Management
14. Resolution on the Re-appointment of Auditor for 2025
15. Resolution on the Estimated Daily Related Party Transactions for 2025
16. Resolution on the Application to Financial Institutions for Integrated Credit Facilities for 2025
17. Resolution on the Estimated Cap for Guarantee for 2025
18. Resolution on the 2025 Entrusted Wealth Management Plan
19. Resolution on the 2025 Hedging Plan
  • 25 -

APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
20. Resolution on the Appointment of Joint Company Secretaries and the Appointment of Authorized Representatives of the Company
21. Resolution on the Issuance of Bonds Overseas by an Overseas Wholly-owned Subsidiary and the Provision of Guarantees by the Company
22. Resolution on the Adjustment of the Exercise Price of Stock Options and the Grant Price of Restricted Shares
22.1 Resolution on the Adjustment of the Exercise Price of Stock Options and the Grant Price of Restricted Shares for the Implementation of the 2024 Special Dividend Plan
22.2 Resolution on the Adjustment of the Exercise Price of Stock Options and the Grant Price of Restricted Shares for the Implementation of the 2024 Profit Distribution Plan
23. Resolution on the Formulation and Amendment of Corporate Systems
23.1 Market Value Management System (Amended in March 2025)
23.2 Working System for Independent Directors (Amended in March 2025)
23.3 Terms of Reference of the Remuneration and Appraisal Committee of the Board (Amended in March 2025)
23.4 Working Rules of the General Manager (Amended in March 2025)
23.5 Working Rules of the Secretary to the Board (Amended in March 2025)
23.6 Implementation Rules of Cumulative Voting System (Amended in March 2025)
23.7 Internal Reporting System for Material Information (Amended in March 2025)
23.8 Information Disclosure Management System (Amended in March 2025)
23.9 Management System for Information Disclosure Suspension and Exemption (Amended in March 2025)

– 26 –


APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
23.10 Management System for the Registration and Filing of Persons With Knowledge of Inside Information (Amended in March 2025)
23.11 Investor Relations Management System (Amended in March 2025)
23.12 Management System for External Information Reporting and Use (Amended in March 2025)
23.13 External Investment Management System (Amended in March 2025)
23.14 Securities Investment Management System (Amended in March 2025)
23.15 Entrusted Wealth Management System (Amended in March 2025)
23.16 Related Party Transactions Management System (Amended in March 2025)
23.17 External Guarantee Management System (Amended in March 2025)
23.18 Internal Control and Risk Management System for Hedging Business (Amended in March 2025)
23.19 External Donations Management System (Amended in March 2025)
23.20 Raised Funds Management System (Amended in March 2025)
23.21 Monetary Funds Management System (Amended in March 2025)
23.22 System for Preventing Fund Occupation by Controlling Shareholders and Their Related Parties (Amended in March 2025)
23.23 Management System for Shares Held by Directors, Supervisors and Senior Management and Relevant Changes (Amended in March 2025)
23.24 Internal Audit System (Amended in March 2025)
23.25 Subsidiaries Management System (Amended in March 2025)
  • 27 -

APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
24. Resolution on the Formulation and Amendment of Corporate Systems in Relation to the Issuance of H Shares by the Company
24.1 Working System for Independent Directors (Draft) (Applicable after the issuance and listing of H shares)
24.2 Terms of Reference of the Audit Committee of the Board (Draft) (Applicable after the issuance and listing of H shares)
24.3 Terms of Reference of the Nomination Committee of the Board (Draft) (Applicable after the issuance and listing of H shares)
24.4 Terms of Reference of the Remuneration and Appraisal Committee of the Board (Draft) (Applicable after the issuance and listing of H shares)
24.5 Information Disclosure Management System (Draft) (Applicable after the issuance and listing of H shares)
24.6 External Investment Management System (Draft) (Applicable after the issuance and listing of H shares)
24.7 Related Party Transactions Management System (Draft) (Applicable after the issuance and listing of H shares)
24.8 Management System for Shares Held by Directors, Supervisors and Senior Management and Relevant Changes (Draft) (Applicable after the issuance and listing of H shares)
24.9 Board Diversity Policy (Draft) (Applicable after the issuance and listing of H shares)
25. Resolution on Convening the 2024 Annual General Meeting
  • 28 -

APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
2 The third meeting of the fourth session of the Board April 7, 2025 1. Resolution on the Shares Repurchase Plan of the Company
3 The fourth meeting of the fourth session of the Board April 14, 2025 1. Resolution on the 2025 First Quarterly Report
4 The fifth meeting of the fourth session of the Board May 9, 2025 1. Resolution on Determining Matters Related to the Global Offering of H Shares of the Company and the Listing on the Main Board of The Stock Exchange of Hong Kong Limited 2. Resolution on the Appointment of the Person in Charge of the Audit Department
5. The sixth meeting of the fourth session of the Board June 19, 2025 1. Resolution on the Use of Part of Idle Funds Raised for Cash Management 2. Resolution on the Change of Registered Capital of the Company and the Amendments to the Articles of Association
6 The seventh meeting of the fourth session of the Board July 30, 2025 1. Resolution on the 2025 Interim Report and its Summary 2. Resolution on the 2025 Interim Dividend Plan 3. Resolution on the Adjustment of the Exercise Price of Stock Options and the Grant Price of Restricted Shares 4. Resolution on the 2025 Semi-annual Special Report on the Deposit and Usage of Raised Funds 5. Resolution on Increasing Entrusted Wealth Management Quota for 2025 1. Resolution on the Fulfillment of the Vesting Conditions for the Third Vesting Period of the Initial and Reserved Grant of Restricted Shares under the 2022 Stock Option and Restricted Share Incentive Plan
7 The eighth meeting of the fourth session of the Board September 8, 2025 2. Resolution on the Fulfillment of the Exercise Conditions for the Third Exercise Period of the Initial and Reserved Grant of Stock Options under the 2022 Stock Option and Restricted Stock Incentive Plan

APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
8 The ninth meeting of the fourth session of the Board October 20, 2025 3. Resolution on the Lapse of Certain Restricted Shares Granted but Not Yet Vested
4. Resolution on the Cancellation of Certain Share Options Granted but Not Yet Exercised
1. Resolution on the 2025 Third Quarterly Report
2. Resolution on the Fulfillment of the Vesting Conditions for the Fourth Vesting Period of the Initial and Reserved Grant of Restricted Shares under the 2021 Stock Option and Restricted Share Incentive Plan
3. Resolution on the Fulfillment of the Exercise Conditions for the Fourth Exercise Period of the Initial and Reserved Grant of Stock Options under the 2021 Stock Option and Restricted Stock Incentive Plan
4. Resolution on the Lapse of Certain Restricted Shares Granted but Not Yet Vested
5. Resolution on the Cancellation of Certain Share Options Granted but Not Yet Exercised
6. Resolution on the Entering into of the Equipment and Service Procurement Agreement with Connected Subsidiaries
1. Resolution on Change of Registered Capital of the Company and Amendments to the Articles of Association and its Appendices
9 The tenth meeting of the fourth session of the Board December 5, 2025 1.1 Articles of Association of Contemporary Amperex Technology Co., Limited (as amended in December 2025)
1.2 Rules of Procedure for General Meetings of Contemporary Amperex Technology Co., Limited (as amended in December 2025)
1.3 Rules of Procedure for the Board of Directors of Contemporary Amperex Technology Co., Limited (as amended in December 2025)
  • 30 -

APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
2. Resolution on the Revision of Corporate Systems
2.1 Rules of Procedure for Independent Directors (as amended in December 2025)
2.2 Terms of Reference of the Audit Committee of the Board of Directors (as amended in December 2025)
2.3 Terms of Reference of the Nomination Committee of the Board of Directors (as amended in December 2025)
2.4 Rules of Procedure for the General Manager (as amended in December 2025)
2.5 Rules of Procedure for the Secretary to the Board of Directors (as amended in December 2025)
2.6 Detailed Implementation Rules for the Cumulative Voting System (as amended in December 2025)
2.7 Internal Reporting System for Material Information (as amended in December 2025)
2.8 Information Disclosure Management System (as amended in December 2025)
2.9 Management System for the Registration and Filing of Inside Information Knowers (as amended in December 2025)
2.10 Investor Relations Management System (as amended in December 2025)
2.11 Management System for the Reporting and Use of External Information (as amended in December 2025)
2.12 External Investment Management System (as amended in December 2025)
2.13 Securities Investment Management System (as amended in December 2025)
2.14 Management System for Entrusted Wealth Management (as amended in December 2025)
2.15 Related Party (Connected) Transaction Management System (as amended in December 2025)
2.16 External Guarantee Management System (as amended in December 2025)
  • 31 -

APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
2.17 Internal Control and Risk Management System for Hedging Business (as amended in December 2025)
2.18 External Donation Management System (as amended in December 2025)
2.19 Management System for Proceeds (as amended in December 2025)
2.20 Cash and Cash Equivalents Management System (as amended in December 2025)
2.21 System for Preventing Misappropriation of Funds by Controlling Shareholders and their Connected Persons (as amended in December 2025)
2.22 Management System for Shares of the Company Held by Directors and Senior Management and Changes Thereto (as amended in December 2025)
2.23 Internal Audit System (as amended in December 2025)
3. Resolution on the By-election of Non-independent Directors of the Fourth Session of the Board of the Company
4. Resolution on the Adjustment of Members of the Nomination Committee of the Board
5. Resolution on the General Mandate for the Issuance of Additional H Shares of the Company
6. Resolution on the Addition of Foreign Exchange Hedging Quota for 2025
7. Resolution on the Additional Guarantee Quota for Subsidiaries for 2025
8. Resolution on the Cancellation of Certain Share Options Granted but Not Yet Exercised
9. Resolution on the Convening of the 2025 Second Extraordinary General Meeting
10 The eleventh meeting of the fourth session of the Board December 10, 2025 1. Resolution on the Proposed Registration and Issuance of Bonds

Note: The fourth meeting of the fourth session of the Board considered and approved only one resolution, namely the Resolution on the 2025 First Quarterly Report, with no dissenting or abstaining vote. Pursuant to the regulatory rules of the Shenzhen Stock Exchange, the announcement of the Board resolutions may be exempted.


APPENDIX I

2025 WORK REPORT OF THE BOARD

(II) Implementation of Resolutions of General Meetings by the Board

During the reporting period, the Board of the Company convened a total of three general meetings, and a total of more than 60 resolutions were considered and approved. The Board has performed its duties with diligence and conscientiously implemented the resolutions of general meetings in accordance with the requirements of the Company Law, the Securities Law and other relevant laws and regulations, as well as the Articles of Association, and the authorization of the general meeting. Details are set out as follows.

No. Name of meetings Date of meetings Name of resolutions
1 2025 first extraordinary general meeting January 17, 2025 1. Resolution on the Amendments to the Articles of Association and Its Appendices
1.1 Articles of Association of Contemporary Amperex Technology Co., Limited
1.2 Rules of Procedures of General Meetings of Contemporary Amperex Technology Co., Limited
1.3 Rules of Procedures of the Board of Contemporary Amperex Technology Co., Limited
1.4 Rules of Procedures of the Board of Supervisors of Contemporary Amperex Technology Co., Limited
2. Resolution on the Issuance of H Shares by the Company and Listing on The Stock Exchange of Hong Kong Limited
3. Resolution on the Proposal for the Issuance of H Shares by the Company and Listing on The Stock Exchange of Hong Kong Limited

APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
3.1 Class and par value of shares to be issued
3.2 Time of issuance
3.3 Method of issuance
3.4 Issue size
3.5 Pricing method
3.6 Target subscribers
3.7 Offering principles
4. Resolution on the Conversion of the Company into a Foreign Funded Company Limited by Share
5. Resolution on the Plan for the Use of Proceeds from the Issuance of H Shares by the Company
6. Resolution on the Validity Period of the Company’s Issuance of H Shares and Listing on The Stock Exchange of Hong Kong Limited
7. Resolution on Authorizing the Board and Its Authorized Persons to Handle All Matters Relating to the Issuance and Listing of H Shares
8. Resolution on the Plan for Distribution of Accumulated Profits Prior to the Issuance of H Shares by the Company
9. Resolution on the Amendments to the Articles of Association and its Appendices in Connection with the Issuance of H shares and Listing by the Company
9.1 Articles of Association of Contemporary Amperex Technology Co., Limited (Draft)
9.2 Rules of Procedures of General Meetings of Contemporary Amperex Technology Co., Limited (Draft)
9.3 Rules of Procedures of the Board of Contemporary Amperex Technology Co., Limited (Draft)
10. Resolution on Determining the Roles of Directors of the Company
11. Resolution on the Appointment of H Share Auditor
  • 34 -

APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
2 2024 annual general meeting April 8, 2025 1. Resolution on the 2024 Annual Report and Its Summary
2. Resolution on the 2024 Work Report of the Board
3. Resolution on the 2024 Work Report of the Board of Supervisors
4. Resolution on the 2024 Profit Distribution Plan
5. Resolution on Authorizing the Board to Formulate the 2025 Interim Profit Distribution Plan
6. Resolution on the Confirmation of the Remuneration of Directors for 2024 and the Proposed Remuneration Plan for 2025
7. Resolution on the Confirmation of the Remuneration of Supervisors for 2024 and the Proposed Remuneration Plan for 2025
8. Resolution on the Purchase of Liability Insurance for Directors, Supervisors and Senior Management
9. Resolution on the Re-appointment of Auditor for 2025
10. Resolution on the Application to the Financial Institutions for Integrated Credit Facilities for 2025
2 2024 annual general meeting April 8, 2025 11. Resolution on the Application to the Financial Institutions for Integrated Credit Facilities for 2025
12. Resolution on the Estimated Cap for Guarantee for 2025
13. Resolution on the Issuance of Bonds Overseas by an Overseas Wholly-owned Subsidiary and the Provision of Guarantee by the Company
14. Resolution on the Formulation and Amendment of Corporate Systems
14.1 Resolution on the Amendments to the Implementation Rules of Cumulative Voting System
14.2 Resolution on the Amendments to the External Investment Management System
14.3 Resolution on the Amendments to the Entrusted Wealth Management System
14.4 Resolution on the Amendments to the Related Party Transactions Management System

– 35 –


APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
3 2025 second extraordinary general meeting December 25, 2025 14.5 Resolution on the Amendments to the External Guarantee Management System
14.6 Resolution on the Amendments to the External Donation Management System
14.7 Resolution on the Amendments to the Raised Funds Management System
14.8 Resolution on the Amendments to the System for Preventing Fund Occupation by Controlling Shareholders and Their Related Parties
  1. Resolution on the Formulation and Amendment of Corporate Systems in Relation to the Issuance of H Shares by the Company
    15.1 Resolution on the Amendments to the External Investment Management System (Draft)
    15.2 Resolution on the Amendments to the Related Party Transactions Management System (Draft)

  2. Resolution on Change of Registered Capital of the Company and Amendments to the Articles of Association and Its Appendices
    1.1 Articles of Association of Contemporary Amperex Technology Co., Limited (Amended in December 2025)
    1.2 Rules of Procedures of General Meetings of Contemporary Amperex Technology Co., Limited (Amended in December 2025)
    1.3 Rules of Procedures of the Board of Contemporary Amperex Technology Co., Limited (Amended in December 2025)

  3. Resolution on the Amendments to Corporate Systems
    2.1 Implementation Rules of Cumulative Voting System (Amended in December 2025)
    2.2 External Investment Management System (Amended in December 2025)
    2.3 Entrusted Wealth Management System (Amended in December 2025)
    2.4 Related Party (Connected) Transactions Management System for (Amended in December 2025) |

14.5 Resolution on the Amendments to the External Guarantee Management System
14.6 Resolution on the Amendments to the External Donation Management System
14.7 Resolution on the Amendments to the Raised Funds Management System
14.8 Resolution on the Amendments to the System for Preventing Fund Occupation by Controlling Shareholders and Their Related Parties
15. Resolution on the Formulation and Amendment of Corporate Systems in Relation to the Issuance of H Shares by the Company
15.1 Resolution on the Amendments to the External Investment Management System (Draft)
15.2 Resolution on the Amendments to the Related Party Transactions Management System (Draft)
- 36 -


APPENDIX I

2025 WORK REPORT OF THE BOARD

No. Name of meetings Date of meetings Name of resolutions
2.5 External Guarantee Management System (Amended in December 2025)
2.6 External Donation Management System (Amended in December 2025)
2.7 Raised Funds Management System (Amended in December 2025)
2.8 System for Preventing Fund Occupation by Controlling Shareholders and Their Related Parties (Amended in December 2025)
3. Resolution on the By-election of Non-independent Directors of the Fourth Session of the Board of the Company
4. Resolution on the General Mandate for the Issuance of Additional H Shares of the Company
5. Resolution on the Additional Guarantee Quota for Subsidiaries for 2025
6. Resolution on the Proposed Registration and Issue of Bonds

(III) Performance of Duties of the Specialized Committees of the Board

The Board of the Company has four specialized committees, namely the Strategy Committee, the Nomination Committee, the Audit Committee and the Remuneration and Appraisal Committee, which exercise their functions and powers in accordance with the Articles of Association and relevant working rules and other provisions, effectively promoting the Company's standardized operations and scientific management.

  1. Strategy Committee

During the reporting period, the Strategy Committee strictly complied with the relevant requirements of the Terms of Reference of the Strategy Committee of the Board, actively carried out relevant work and conscientiously performed its duties. The Strategy Committee held a total of 3 meetings, and considered the relevant arrangements for the Company's initial public offering of overseas listed foreign shares (H shares) and listing on The Stock Exchange of Hong Kong Limited, as well as major matters including the issuance of overseas bonds with a total amount not exceeding US$1.5 billion (including US$1.5 billion) or equivalent in other currencies through existing or newly established overseas wholly-owned subsidiaries as the issuing entities, the Company's provision of corresponding guarantees for the issuance of the aforementioned overseas bonds and subsequent related matters, and the registered issuance of bonds not exceeding RMB10 billion (including RMB10 billion). The Committee also put forward relevant constructive opinions and suggestions on the Company's development strategy and capital operation and financing solutions.


APPENDIX I

2025 WORK REPORT OF THE BOARD

2. Audit Committee

During the reporting period, the Audit Committee strictly complied with the relevant requirements of the Terms of Reference of the Audit Committee of the Board, actively carried out relevant work and conscientiously performed its duties. The Audit Committee held a total of 6 meetings and considered matters including the periodic reports of the Company, self-assessment report on internal control, work reports submitted by the audit department, appointment of the head officer of the audit department, hedging plan for 2025, amendments to the Terms of Reference of the Audit Committee of the Board, and amendments to the Internal Audit System, and provided guidance and supervision on the Company's financial audit, internal control and compliance operations. In addition, the Company completed the amendment of its Articles of Association in December 2025, adjusted its corporate governance structure and had the Audit Committee fully assume the relevant supervisory functions of the original board of supervisors.

3. Remuneration and Appraisal Committee

During the reporting period, the Remuneration and Appraisal Committee strictly complied with the relevant requirements of the Terms of Reference of the Remuneration and Appraisal Committee of the Board, actively carried out relevant work and conscientiously performed its duties. The Remuneration and Appraisal Committee held a total of 5 meetings and considered matters including remuneration plans for senior management, purchase of liability insurance for directors, supervisors and senior management, equity incentive vesting/exercise/cancellation/invalidation, adjustment of stock option exercise prices and restricted share grant prices and amendments to the terms of reference of the Remuneration and Appraisal Committee, and supervised the annual performance of duties of the Company's directors and senior management, remuneration assessment, and the implementation of equity incentive schemes.

4. Nomination Committee

During the reporting period, the Nomination Committee strictly complied with the relevant requirements of the Terms of Reference of the Nomination Committee of the Board, actively carried out work and conscientiously performed its duties. The Nomination Committee held a total of 2 meetings, and considered matters including the Company's independent directors maintaining independence in 2024, amendments to the Terms of Reference of the Nomination Committee of the Board, formulation of the Board Diversity Policy (Draft), and by-election of non-independent directors of the fourth session of the Board of the Company.


APPENDIX I

2025 WORK REPORT OF THE BOARD

(IV) Performance of Duties of Independent Directors

During the reporting period, the Company’s independent directors strictly complied with the Management Measures for the Duties of Independent Directors of Listed Companies and other laws and regulations, normative documents, and the provisions of the Articles of Association and the Working System for Independent Directors, actively attended Board meetings, meetings of special committees and general meetings, carefully considered the resolutions of the Board and special committees, made independent, objective and impartial judgments, participated in special meetings for independent directors on matters involving the interests of minority shareholders such as the Company’s related party transactions, expressed voting results on an independent, objective and prudent basis, performed duties with due care, diligence and loyalty, and effectively safeguarded the legitimate rights and interests of the Company and its shareholders, especially minority shareholders.

(V) Evaluation of Performance of Duties of Directors

During the reporting period, all directors of the Company complied with laws and regulations, regulatory requirements, and relevant provisions of the Articles of Association, actively performed their duties, exercised independent judgment and decision-making on material matters, played their due roles in the process of major decisions, and ensured the efficient and standardized operation of the Board. Each director’s self-assessment results for the year 2025 for duty performance were all “competent”, and the peer evaluation results among the three independent directors were also “competent”.

(VI) Information Disclosure

During the reporting period, the Company strictly complied with the rules and regulations on information disclosure of the China Securities Regulatory Commission and the Shenzhen Stock Exchange (SZSE), and fulfilled its obligation of information disclosure, ensuring all shareholders have equal access to information. During the reporting period, the Company once again achieved the highest grade A in SZSE’s information disclosure assessment, having been rated grade A in SZSE’s annual assessment of listed companies’ information disclosure for six consecutive years, and was successfully selected for the “2025 Best Practice Case for the Board of Listed Company” and “2025 Best Practice for Board Office of Listed Company” of China Association for Public Companies.


APPENDIX I

2025 WORK REPORT OF THE BOARD

(VII) Work on Investor Relations

During the reporting period, the Company strictly complied with the relevant provisions of the Guidelines for Investor Relations Management of Listed Companies, the Articles of Association, and the Company’s Investor Relations Management System, with the Board Office as the specific implementing body for investor relations management, committed to using better methods and channels to enable broad investors to equally access information on the Company’s operation and management, future development, etc. The Company used diversified communication channels including the investor relations column on the official website, the “EasyIR” platform, investor inquiry hotlines, and public email addresses, regularly held results presentation and investor research activities, actively responded to important questions of concern to investors, and widely listened to investors’ opinions and suggestions on the Company’s operation and management. It provided investors with unimpeded communication channels, continued to enhance investor awareness and recognition.

(VIII) Changes in Directors

On December 5, 2025, the 10th meeting of the fourth session of the Board of the Company considered and approved the Resolution on the By-election of Non-independent Directors of the Fourth Session of the Board of the Company. In view of the adjustment of the corporate governance structure and internal work arrangements, Mr. Zhao Fenggang applied to resign from his positions as a director of the Company and member of the Strategy Committee of the Board. Meanwhile, in accordance with the provisions of the Company Law and other relevant laws and regulations, the Company would no longer establish the Board of Supervisors and supervisors. Upon qualification review by the Nomination Committee of the Board of the Company, Mr. Wu Yingming met the qualification requirements for directors after the general meeting of the Company approved the new Articles of Association abolishing the Board of Supervisors and supervisors. The Board of the Company agreed to nominate Mr. Wu Yingming as a candidate for non-independent director of the fourth session of the Board of the Company, and simultaneously electing him as a member of the Strategy Committee of the fourth session of the Board of the Company. This nomination was considered and approved by the Company’s second extraordinary general meeting of 2025 held on December 25, 2025, with term of office commencing from the date of consideration and approval by the general meeting and ending on the expiration date of the term of the fourth session of the Board.


APPENDIX I

2025 WORK REPORT OF THE BOARD

III. WORK PLAN OF THE BOARD FOR 2026

During the year 2026, the Board of the Company will always uphold the core principle of being responsible to all shareholders, be committed to duties with diligence and pragmatism, adhere to scientific decision-making and standardized performance of duties, focus on the Company's main line of high-quality development, efficiently coordinate various key tasks, and promote the Company's sustained and healthy development. Key works for the year are as follows:

  1. Anchor on strategic objectives, focus on development of principal business, and drive the efficient implementation of operational objectives. Fully leverage the core role of the Board in strategic guidance, and focus on high-quality business development. Lead the Company's management to deepen cultivation of core businesses, strengthen supervision and review during strategic execution, promptly coordinate and resolve key and difficult issues arising during strategic implementation and business advancement, and precisely steer the direction of operational development. Promote the efficient implementation and successful achievement of all 2026 operational objectives through multiple measures, and continuously enhance the Company's core competitiveness of its main businesses. Furthermore, in combination with industry development trends and market changes, proactively lay out emerging business growth points, cultivate new drivers for business development, empower long-term business development with strategic guidance, and lay a solid foundation for the Company's sustained growth.

  2. Cultivate new drivers of growth, usher in an era of "all-domain growth" across industries, and lay a new foundation for business development. With a forward-looking vision, the Board, building upon the Company's existing industrial layout, is driving the industry from "localized breakthroughs" toward "all-domain growth", injecting new momentum into the Company's long-term development. Leveraging the Company's core advantages in R&D technology, supply chain, customer resources, and application scenarios, we are expanding electrification applications into emerging fields with strong synergies and high technological barriers. This fosters an industrial ecosystem where the core business and new ventures promote each other. Proactively identifying emerging business growth points and cultivating new drivers for business development enable the long-term development of the business, consolidating the foundation for the Company's sustained growth.


APPENDIX I

2025 WORK REPORT OF THE BOARD

  1. Deepen governance reform, improve internal control system, and enhance the level of standardized operation. Continuously play core hub role of the Board in corporate governance, further optimize decision-making processes of the Board, and enhance the scientific nature, efficiency, and foresight of decision-making on major matters. Continuously improve the Company's internal control system, strengthen risk prevention and control mechanisms, focus on key areas such as operational management and compliance operations, and enhance supervision of internal control implementation. Timely identify and resolve various operational risks, promote the modernization of the Company's corporate governance systems and capabilities, and lay an institutional foundation for the Company's high-quality development.

  2. Leverage the A+H domestic and international capital platforms, strengthen value communication with investors and achieve positive interaction between business and capital. The Board is fully leveraging the synergistic advantages of the A+H dual capital market platforms to provide robust support for the implementation of the Company's globalization strategy. By establishing overseas production bases and undertaking collaborative projects, we aim to further integrate capital with our industrial operations, so as to provide precise and efficient capital support for cultivating new growth trajectories and global presence. Furthermore, by leveraging the advantages of being listed on both exchanges, we will continuously enhance the Company's global brand image, attract international capital, and effectively strengthen domestic and international investors' recognition of and confidence in the Company's development strategy. The ultimate goal is to achieve a simultaneous enhancement of and positive interaction between industrial competitiveness and capital market value.

The report is hereby submitted for review.

Board of Directors of Contemporary Amperex Technology Co., Limited

March 9, 2026


APPENDIX II
2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)

Stock abbr: CATL
Stock code: 300750

Contemporary Amperex Technology Co., Limited
2026 A Share Employee Stock Ownership Plan
(Draft)

February 2026

– 43 –


APPENDIX II

2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)

STATEMENT

The Company and all directors guarantee that there are no false records, misleading statements or major omissions in the ESOP and its abstract, and bear individual and joint legal responsibilities for its authenticity, accuracy and completeness.

RISK WARNING

  1. After its establishment, the ESOP will be managed by the Company itself, and it can only be implemented after it is reviewed and approved by the general meeting of the Company. Whether the ESOP can be approved by the general meeting of the Company is uncertain.
  2. The specific source of funds, capital contribution ratio, implementation plan of the ESOP are preliminary results, and there is uncertainty about whether it can be implemented.
  3. If the proportion of employees' subscription capital contribution is low, there is a risk that the ESOP cannot be established; If the employees' subscription capital contribution is insufficient, there is a risk that the ESOP will be lower than the expected scale.
  4. The amortization of related costs or expenses incurred in the implementation of the ESOP may have an impact on the Company's net profit in relevant years.
  5. The Company will disclose the relevant progress according to regulations in the future. Investors are requested to make careful decisions and pay attention to investment risks.

SPECIAL PROMPTS

The abbreviations of words in this part are consistent with the "DEFINITIONS" section.

I. The 2026 A Share Employee Stock Ownership Plan of Contemporary Amperex Technology Co., Limited (Draft) (the "draft ESOP") is formulated by Contemporary Amperex Technology Co., Limited ("the Company" or "CATL") in accordance with relevant laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies, Self-Regulatory Guidelines No. 2 for Companies Listed on the Shenzhen Stock Exchange – Standardized Operation of Companies Listed on the ChiNext Market, as well as requirements under the Articles of Association of Contemporary Amperex Technology Co., Limited (the "Articles of Association").
II. The ESOP follows the principles of compliance with laws and regulations, voluntary participation and risk self-bearing, and there is no situation such as apportionment or forced distribution that forces employees to participate in the ESOP.


APPENDIX II

2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)

III. The Participants of the ESOP are the middle managers and core personnel of the Company (including subsidiaries included in consolidated statements, the same below) for the first time. The total number of employees participating in the ESOP is 4,956, and the final number of Participants is determined according to the actual payment.

The reserved personnel shall be determined according to the standards of the first grant Participants and the actual subsequent development of the Company.

IV. The transfer price (including the reserved part) of the ESOP is RMB183.64/share. The sources of funds for the ESOP are employees' legal salary, self-raised funds and other ways permitted by laws, regulations and normative documents. The Company does not provide financial assistance or guarantee to employees. The Company is not aware of arrangements for third parties to provide incentives, grants, subsidies, and a safety net for employees most in need to participate in the ESOP.

Prior to the completion of the non-trading transfer of shares under the ESOP, if the Company converts capital reserve into share capital, distributes shares or cash dividends, splits of shares, reduces shares, etc., the Company will adjust the price of the Underlying Shares according to the provisions under the draft ESOP.

V. The source of shares in the ESOP is the ordinary A shares of CATL repurchased from the Company's special securities account for repurchase. After the ESOP is reviewed and approved by the general meeting, the Company's ordinary A shares held by the Company's special securities account for repurchase will be obtained through non-trading transfer and other methods permitted by laws and regulations. The size of the ESOP does not exceed 4,046,802 shares, accounting for 0.09% of the Company's current total share capital of 4,563,858,928 shares. Among them, in order to meet the needs of the Company's sustainable development and continuously attract and retain outstanding talents, the ESOP plans to set up 500,000 reserved shares, accounting for 12.36% of the total number of shares in the ESOP, accounting for 0.01% of the Company's current total share capital of 4,563,858,928 shares. The reserved shares will not be transferred before the Holder of the reserved shares is determined, and the reserved shares will not participate in the voting of the Holders' Meeting before it is allocated.

If an employee gives up the subscription, or fails to pay the subscription funds in full according to the granted share, it will be deemed that he/she has voluntarily waived the subscription right, and this part of the share will become invalid.


APPENDIX II

2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)

The allocation plan of reserved shares (including but not limited to determining the Participants, subscription quantity, subscription price, time schedule, assessment requirements and unlocking ratio of reserved shares) shall be determined by the Remuneration and Appraisal Committee authorized by the Board of Directors during the duration. If no qualified employees subscribe for the reserved shares or the remaining reserved shares are not fully granted during the term of the ESOP, the remaining reserved shares will become invalid.

After the implementation of the ESOP, the aggregate number of shares held by all valid employee stock ownership plans of the Company does not exceed 10% of the total share capital of the Company, and the aggregate number of shares corresponding to the share interests acquired by a single Participant does not exceed 1% of the total share capital of the Company. The total number of shares held by the ESOP does not include shares acquired by the Participants before the Company's initial public offering, shares purchased by themselves through secondary markets and shares acquired through equity incentives.

VI. The term of the ESOP shall be 60 months commencing from the date on which the Company announces the last tranche of the Underlying Shares has been transferred to the ESOP. It can be terminated or extended in advance after fulfilling the procedures stipulated in this draft. The Underlying Shares granted for the first time under the ESOP are unlocked in three tranches, with a Lock-up Period of 12 months for each tranche and a total Lock-up Period of 36 months, starting from the date when the Company announced that the last Underlying Shares granted for the first time are transferred to the ESOP, and the proportion of Underlying Shares unlocked in each period is 30%, 30% and 40% respectively, that is, 30% of the Underlying Shares unlocked on the first trading day after 12 months from the date when the Company announces that the last tranche of Underlying Shares granted for the first time is transferred to the ESOP, 30% of the Underlying Shares unlocked on the first trading day after 24 months from the same date, and 40% of the Underlying Shares unlocked on the first trading day after 36 months from the same date. The unlocking arrangement of reserved shares is the same as the first grant part.

After the end of the Lock-up Period, the Management Committee will sell the corresponding Underlying Shares according to the authorization of the Holders' Meeting as appropriate during the term, and distribute the cash assets obtained from the sale of the Underlying Shares and other cash assets in the fund account of the ESOP according to the share held by the Holder after deducting the personal income tax, stamp duty and other taxes payable by the Holders according to law, or transfer all or part of the corresponding Underlying Shares to the Holder's personal securities account without trading according to the share held by the Holder; Or dispose of the corresponding Underlying Shares through other means permitted by laws, regulations and normative documents.


APPENDIX II

2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)

VII. After obtaining the approval of the general meeting, the ESOP will be managed by the Company itself, and the specific implementation method will be determined according to the actual situation. The supreme internal management authority of the ESOP is the Holders’ Meeting. The ESOP shall establish a Management Committee to supervise the daily management of the ESOP and exercise other shareholder rights other than voting rights on behalf of the Holders.

VIII. Before implementing the ESOP, the Company has solicited employees’ opinions through the democratic means of the employees’ congress. After the board of directors of the Company considers and approves the ESOP, it will submit the ESOP to the general meeting to consider and authorize the Board of Directors to handle related matters. The Board of Directors has the right to delegate authorization to relevant institutions or individuals to implement related matters within the above authorization scope. the ESOP can only be implemented after being approved by the general meeting of the Company. The general meeting of the Company to review the ESOP will adopt a combination of on-site voting and online voting.

IX. The ESOP will voluntarily waive the voting rights of the Company’s shares held by it, and the Holders of the ESOP will also waive the voting rights of the Company’s shares indirectly held by participating in the ESOP.

X. The financial, accounting treatment and taxation matters of the Company’s implementation of the ESOP shall be conducted in accordance with the provisions of relevant financial system, accounting standards and tax system. The relevant taxes and fees that employees need to pay due to the implementation of the ESOP shall be borne by the employees themselves.

XI. After the implementation of the ESOP, the Company’s equity distribution will still meet the requirements of listing conditions.


APPENDIX II
2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)

CONTENTS

CHAPTER I DEFINITIONS 49
CHAPTER II PURPOSE AND BASIC RULES OF THE ESOP. 50
CHAPTER III PARTICIPANTS AND DETERMINATION CRITERIA OF THE ESOP. 51
CHAPTER IV SOURCE OF FUNDS, SOURCE OF SHARES, TRANSFER PRICE AND NUMBER OF SHARES OF THE ESOP. 52
CHAPTER V DISTRIBUTION OF HOLDERS OF THE ESOP. 57
CHAPTER VI DURATION, LOCK-UP PERIOD AND ASSESSMENT SETTING OF THE ESOP 58
CHAPTER VII ESOP'S PARTICIPATION IN FINANCING ARRANGEMENTS OF THE COMPANY DURING THE DURATION 61
CHAPTER VIII MANAGEMENT MODEL OF THE ESOP. 61
CHAPTER IX AMENDMENT TO AND TERMINATION OF THE ESOP AND DISPOSAL OF HOLDERS' INTERESTS. 69
CHAPTER X RIGHTS AND OBLIGATIONS OF THE COMPANY AND HOLDERS 78
CHAPTER XI ACCOUNTING TREATMENT OF THE ESOP. 80
CHAPTER XII PROCEDURES FOR IMPLEMENTATION OF THE ESOP... 81
CHAPTER XIII RELATED-PARTY RELATIONSHIP AND ACTING-IN-CONCERT RELATIONSHIP UNDER THE ESOP. 82
CHAPTER XIV OTHER IMPORTANT MATTERS 82


APPENDIX II

2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)

CHAPTER I DEFINITIONS

Unless otherwise specified, the following abbreviations are herein defined as follows:

CATL, the Company or the Listed Company Contemporary Amperex Technology Co., Limited
ESOP the 2026 A Share Employee Stock Ownership Plan of Contemporary Amperex Technology Co., Limited
The draft ESOP the 2026 A Share Employee Stock Ownership Plan of Contemporary Amperex Technology Co., Limited (Draft)
Administrative Measures for Employee Stock Ownership Plan Administrative Measures for the 2026 A Share Employee Stock Ownership Plan of Contemporary Amperex Technology Co., Limited
Holder(s), Participant(s) Company’s employees participating in the ESOP (including subsidiaries included in consolidated statements)
Holders’ Meeting meeting of holders of the ESOP
Management Committee the management committee of the ESOP
Remuneration and Appraisal Committee the remuneration and appraisal committee of the Board of Directors
Underlying Shares, Shares of the Company or the Company’s Shares The ordinary A shares of CATL
Lock-up Period/Vesting Period the ESOP is unlocked in three tranches, with a lock-up period of 12 months for each tranche and a total lock-up period of 36 months
CSRC China Securities Regulatory Commission
Stock Exchange Shenzhen Stock Exchange
Securities Depository and Clearing Corporation Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Company Law The Company Law of the People’s Republic of China

– 49 –


APPENDIX II

2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)

Securities Law The Securities Law of the People’s Republic of China
Guiding Opinions The Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies
Self-Regulatory Guidelines No. 2 Self-Regulatory Guidelines No. 2 for Companies Listed on the Shenzhen Stock Exchange – Standardized Operation of Companies Listed on the ChiNext Market
Articles of Association articles of association of Contemporary Amperex Technology Co., Limited
RMB, RMB’0,000 RMB yuan, RMB ten thousand yuan

Note: Some figures shown as totals herein may not be an arithmetic aggregation of the figures preceding them due to rounding adjustments.

CHAPTER II PURPOSE AND BASIC RULES OF THE ESOP

I. THE PURPOSE OF THE ESOP

The Company formulated the ESOP in accordance with the Company Law, Securities Law, Guiding Opinions, Self-Regulatory Guidelines No. 2 and other relevant laws, regulations, normative documents and the Articles of Association.

The purpose of setting up the Company’s ESOP is to further improve the Company’s corporate governance structure, establish and improve the Company’s long-term incentive and restraint mechanism, attract and retain outstanding talents, fully mobilize their enthusiasm and creativity, in order to effectively enhance the cohesion of the core team and the core competitiveness of the enterprise. To combine the interests of shareholders, the Company and the core team, all parties can pay attention to the Company’s long-term development so as to ensure the realization of the Company’s development strategy and business objectives.

II. BASIC PRINCIPLES FOLLOWED BY THE ESOP

(1) The principle of compliance with laws and regulations

When implementing the ESOP, the Company shall strictly follow the procedures prescribed by laws, regulations and normative documents, and carry out information disclosure in a true, accurate, complete and timely manner. No one shall use the ESOP to commit securities fraud such as insider trading and manipulation of securities markets.


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(II) The principle of voluntary participation

The Company’s implementation of the ESOP shall follow the principle of the Company’s independent decision and employees’ voluntary participation. The Company does not force employees to participate in the ESOP through apportionment or forced distribution.

(III) Risk self-bearing principle

Participants of the ESOP shall be responsible for their own profits and losses, bear their own risks and enjoy equal rights and interests as other investors.

CHAPTER III PARTICIPANTS AND DETERMINATION CRITERIA OF THE ESOP

I. BASIS FOR DETERMINING HOLDERS THE ESOP

(I) Legal basis for determining Participants

According to the Company Law, Securities Law, Guiding Opinions, Self-Regulatory Guidelines No. 2 and other relevant laws, regulations, normative documents and relevant provisions of the Articles of Association, taking into account the actual situation, the Company has determined the list of Participants in the ESOP. All Participants are required to work in the Company (including subsidiaries included in consolidated statements), receive remuneration and sign labor contracts or employment contracts.

(II) Criteria for determining Participants

Participants of the ESOP are the middle managers and key personnel (including foreign employees, excluding directors, senior management, shareholders or actual controllers who individually or jointly hold more than 5% of the Company’s shares and their spouses, parents and children) of the Company (including subsidiaries included in consolidated statements). The above incentive targets are those who play an important role in the business performance and future development of the Company, and are in line with the purpose of this incentive plan.

The above qualified employees shall participate in the ESOP in accordance with the principles of compliance with laws and regulations, voluntary participation and at their own risk. The specific list shall be determined by the Remuneration and Appraisal Committee. There is no such situation as apportionment, compulsory distribution to force employees to participate in the ESOP.


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II. SCOPE OF HOLDERS OF THE ESOP

The total number of employees who participated in the ESOP for the first time was 4,956, and the final number of Participants was determined according to the actual payment status.

The reserved personnel shall be determined by the Remuneration and Appraisal Committee authorized by the Board of Directors with reference to the above-mentioned criteria of Participants and the subsequent actual development of the Company.

CHAPTER IV SOURCE OF FUNDS, SOURCE OF SHARES, TRANSFER PRICE AND NUMBER OF SHARES OF THE ESOP

I. SOURCE OF FUNDS OF THE ESOP

The source of funds for the ESOP shall be the legal remuneration of employees, self-raised funds and funds obtained by other means permitted by laws and regulations. The Company does not provide financial assistance or guarantee to its employees, and is not aware of any arrangements for third parties to provide incentives, grants, subsidies, and a safety net for employees most in need to participate in the ESOP.

The total amount of the ESOP shall not exceed RMB743,154,719. The "share" shall be used as the subscription unit, with each share priced at RMB1.00. The upper limit of the number of shares under the ESOP is 743,154,719. Except in special circumstances, the initial subscription number of shares for a single employee is 1 (i.e. the subscription amount is RMB1.00), and a single employee must subscribe to an integer multiple share of RMB1.00. The total amount of funds payable by participating employees is RMB743,154,719, and the upper limit of the number of shares that employees can purchase is 4,046,802, which is calculated based on the purchase price of RMB183.64 per share determined by the ESOP.

The specific amount and number of shares of Holders of the ESOP shall be determined according to their actual contribution amount, and the specific payment time shall be subject to subsequent notice. If the Holder fails to pay the subscription funds on time and in full, he/she will automatically lose the corresponding subscription right, and this part of the equity share will become invalid.

II. SOURCE OF SHARES OF THE ESOP

The shares of the ESOP come from the ordinary A shares of CATL repurchased in the Company's special securities account for repurchase. After the ESOP is approved by the general meeting, repurchased ordinary A shares of the Company will be transferred through non-trading transfer and other methods permitted by laws and regulations.


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The Company held the 25th meeting of the third session of Board of Directors on October 30, 2023, and reviewed and approved the Proposal on the Plan of Repurchasing the Company's Shares, which agreed that the Company use its own funds to repurchase part of its shares through centralized bidding transactions for the later implementation of the equity incentive plan or the ESOP. On October 30, 2024, the Company disclosed the Announcement on the Results of Share Repurchase. As of October 30, 2024, the Company has repurchased the Company's 15,991,524 shares through centralized bidding transactions on the stock trading system of Shenzhen Stock Exchange, accounting for 0.3632% of the Company's total share capital on the same day. The highest transaction price was RMB194.10/share, the lowest transaction price was RMB146.31/share, and the total transaction amount was RMB2,710,713,907.10 (excluding transaction fees).

The Company held the third meeting of the fourth session of the Board of Directors on April 7, 2025, and reviewed and approved the Proposal on the Plan of Repurchasing the Company's Shares, which agreed that the Company use its own or self-raised funds to repurchase part of its shares through centralized bidding transactions for the implementation of the equity incentive plan or the ESOP. On February 3, 2026, The Company disclosed the Announcement on the Progress of Repurchasing Company's A Shares. As of January 31, 2026, the Company has repurchased Company's 15,990,782 shares through centralized bidding transactions on the stock trading system of Shenzhen Stock Exchange, accounting for 0.3628% of the Company's total share capital of A share on the same day. The highest transaction price is RMB317.63/share, the lowest transaction price is RMB231.50/share, and the total transaction amount is RMB4,385,504,687.90 (excluding transaction fees).

As of the disclosure date of this draft ESOP, the Company's special securities account for repurchase held the Company's 31,982,306 A shares, accounting for 0.7008% of the Company's current total share capital of 4,563,858,928 shares. The final number of shares held under the ESOP shall be subject to the actual number of shares transferred. The Company will promptly disclose the number of shares transferred to the ESOP within 2 trading days according to the Guiding Opinions and Self-regulatory Guidelines No. 2.

III. TRANSFER PRICE AND PRICING BASIS OF THE ESOP

(I) Transfer price

The transfer price of the ESOP (including reserved part) is RMB183.64/share.

The transfer price shall not be lower than the par value of the shares and shall not be lower than the higher of the following:

  1. 50% of the average trading price of the Company's shares for the trading day immediately preceding the announcement of the draft ESOP (total amount of shares trading in the previous trading day/total number of shares trading in the previous trading day), being RMB183.64/share;

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  1. 50% of the average trading price of the Company’s shares for the 20 trading days preceding the announcement of the draft ESOP, (total amount of shares trading in the previous 20 trading days/total number of shares trading in the previous 20 trading days), being RMB175.87/share.

(II) Pricing basis and explanation on the reasonableness of price

There is a partial discount between the transfer price of the ESOP and the current market price, which is conducive to increasing the enthusiasm of employees to participate in the ESOP, enhancing employees’ participation and giving full play to the incentive effect.

Therefore, the pricing method of the transfer price of the ESOP is reasonable and scientific, and does not harm the interests of the Company and all shareholders.

(III) Price adjustment method

Prior to the completion of the non-trading transfer of shares under the ESOP, if the Company converts capital reserve into share capital, distributes shares or cash dividends, splits of shares, reduces shares, etc., the Company will adjust the price of the Underlying Shares accordingly in the following manner:

1. Capitalization issue, bonus issue and sub-division of share capital

$$
\mathrm {P} = \mathrm {P} _ {0} \div (1 + \mathrm {n})
$$

Where: $\mathrm{P}_0$ represents the initial purchase price before the adjustment; n represents the ratio of increase per share results from capitalization issue, bonus issue and sub-division of shares; P represents the adjusted initial purchase price.

2. Rights issue

$$
\mathrm {P} = \mathrm {P} _ {0} \times (\mathrm {P} _ {1} + \mathrm {P} _ {2} \times \mathrm {n}) / [ \mathrm {P} _ {1} \times (1 + \mathrm {n}) ]
$$

Where: $\mathrm{P}_0$ represents the initial purchase price before the adjustment; $\mathrm{P}_1$ represents the closing price as at the record date; $\mathrm{P}_2$ represents the price of the rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company before the rights issue); P represents the adjusted initial purchase price.


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3. Share consolidation

$$
\mathrm {P} = \mathrm {P} _ {0} \div \mathrm {n}
$$

Where: $\mathrm{P}_0$ represents the initial purchase price before the adjustment; $\mathrm{n}$ represents the ratio of consolidation of shares; $\mathrm{P}$ represents the adjusted initial purchase price.

4. Dividend distribution

$$
\mathrm {P} = \mathrm {P} _ {0} - \mathrm {V}
$$

Where: $\mathrm{P}_0$ represents the initial purchase price before the adjustment; $\mathrm{V}$ represents the dividend per share; $\mathrm{P}$ represents the adjusted initial purchase price.

5. Additional issuance

Under the circumstance of additional issue of new shares, no adjustment will be made on the initial purchase price of the Underlying Shares.

IV. The Number of Underlying Shares

The size of the ordinary A shares repurchased from the special repurchase account of the Company is proposed to be transferred under the ESOP shall not exceed 4,046,802 shares, representing $0.09\%$ of the current total share capital of the Company of 4,563,858,928 shares. The specific number of shares is determined according to the actual capital contribution.

After the implementation of the ESOP, the aggregate number of shares held by all valid employee stock ownership plans of the Company does not exceed $10\%$ of the total share capital of the Company, and the aggregate number of shares corresponding to the share interests acquired by a single Participant does not exceed $1\%$ of the total share capital of the Company. The total number of shares held by the ESOP does not include shares acquired by the Participants before the Company's initial public offering, shares purchased by themselves through secondary markets and shares acquired through equity incentives.

During the period between the date of announcement of the resolution of the Board of Directors and the transfer of repurchased shares under the ESOP, in case of capitalization issue, distribution of shares or cash dividends, share subdivision, share consolidation and other matters., the Company will make corresponding adjustments to the number of Underlying Shares.


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  1. Capitalization issue, bonus issue and sub-division of share capital

$$
\mathrm {Q} = \mathrm {Q} _ {0} \times (1 + \mathrm {n})
$$

Where: $Q_0$ represents the number of transferred shares before the adjustment; n represents the ratio of increase per share resulting from capitalization issue, bonus issue or subdivision of share capital (i.e. the increase in number of shares per share upon capitalization issue, bonus issue and sub-division of the share capital); Q represents the adjusted number of transferred shares.

  1. Rights issue

$$
\mathrm {Q} = \mathrm {Q} _ {0} \times \mathrm {P} _ {1} \times (1 + \mathrm {n}) \div (\mathrm {P} _ {1} + \mathrm {P} _ {2} \times \mathrm {n})
$$

Where: $Q_0$ represents the number of transferred shares before the adjustment; $P_1$ represents the closing price as at the record date; $P_2$ represents the price of the rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company before the rights issue); Q represents the adjusted number of transferred shares.

  1. Share consolidation

$$
\mathrm {Q} = \mathrm {Q} _ {0} \times \mathrm {n}
$$

Where: $Q_0$ represents the number of transferred shares before the adjustment; n represents the ratio of consolidation of shares (i.e. one share shall be consolidated into n shares); Q represents the adjusted number of transferred shares.

  1. Dividend distribution and additional issues

When the Company pays dividends or issues new shares, the number of transferred shares will not be adjusted.


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CHAPTER V DISTRIBUTION OF HOLDERS OF THE ESOP

The distribution of Holders of the ESOP is as follows:

Title Shares to be subscribed (10,000 units) Number of shares corresponding to the shares to be subscribed (10,000 shares) Proportion to the ESOP
First grant shares: middle management and core personnel (4,956) 65,133.4719 354.6802 87.64%
Reserved grant share 9,182.0000 50.0000 12.36%
TOTAL 74,315.4719 404.6802 100.00%

Note:

  1. The Holders of the ESOP include some foreign employees, who play an important role in key positions such as overseas market development, technical support, product research and development, after-sales service. The Company's inclusion of these foreign employees in the ESOP can further promote the building of the Company's international team and maintain its competitive advantage in the market.
  2. The specific number of shares held by the Holders of the ESOP shall be subject to the number of shares listed in the Employee Stock Ownership Plan Share Subscription Agreement signed by Participants and the Company. The Holders of the ESOP shall pay the subscription funds in full and on time according to the subscription shares, and the payment time shall be arranged by the Company in a unified notice.
  3. Some figures shown as totals herein may not be an arithmetic aggregation of the figures preceding them due to rounding adjustments on above percentage results.

In order to meet the needs of the Company's sustainable development and continuously attract and retain outstanding talents, the ESOP plans to set up 500,000 reserved shares, accounting for $12.36\%$ of the total number of shares in the ESOP, accounting for $0.01\%$ of the Company's current total share capital of 4,563,858,928 shares. The reserved shares will not be transferred before the Holder of the reserved shares is determined, and the reserved shares will not participate in the voting of the Holders' Meeting before it is allocated.

The allocation plan of reserved shares (including but not limited to determining the Participants, subscription quantity, subscription price, time schedule, assessment requirements and unlocking ratio of reserved shares) shall be determined by the Remuneration and Appraisal Committee authorized by the Board of Directors during the duration. If the remaining reserved shares are not fully granted during the term of the ESOP, the remaining reserved shares will become invalid.


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CHAPTER VI DURATION, LOCK-UP PERIOD AND ASSESSMENT SETTING OF THE ESOP

I. DURATION OF THE ESOP

(I) The term of the ESOP shall be 60 months commencing from the date on which the Company announces the last tranche of the Underlying Shares has been transferred to the ESOP. It can be terminated or extended in advance after fulfilling the procedures stipulated in this draft. If the ESOP is not extended at the expiration of its duration, it will be terminated automatically.

(II) One month before the expiration of the term of the ESOP, if all the Company shares held have not been sold or transferred to the share Holders of the ESOP, the term of the ESOP may be extended, as agreed by the Holders holding more than two-thirds (inclusive) of the total units and attending the Holders’ Meeting, and as considered and approved by the Board of Directors.

(III) If the Company’s shares under the ESOP cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of trading of the Company’s shares or the short window period, the term of the ESOP may be extended, as agreed by the Holders holding more than two-thirds (inclusive) of the total units and attending the Holders’ Meeting, and as considered and approved by the Board of Directors.

(IV) The Company shall disclose an indicative announcement six months before the expiration of the term of the ESOP, stating the number of shares under the ESOP that is about to expire and the proportion to the total share capital of the Company.

(V) The Company shall disclose at the latest when the term of the ESOP expires, the number of shares under the expired ESOP, the proportion to the total share capital of the Company, and the disposal arrangements after the expiration. If it intends to extend the term, it shall explain the discrepancies from those before the extension item by item according to the disclosure requirements stipulated in the Self-Regulatory Guidelines No. 2, and fulfill the corresponding review procedures and disclosure obligations in accordance with the agreement of the ESOP.

II. LOCK-UP PERIOD AND ASSESSMENT ARRANGEMENT OF THE ESOP

The ESOP sets a Lock-up Period and performance appraisal conditions for Holders, and employees determine their actual unlocking ratio during the period based on the performance appraisal results, as follows:


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(I) The Underlying Shares granted for the first time under the ESOP are unlocked in three tranches, with a Lock-up Period of 12 months for each tranche and a total Lock-up Period of 36 months, starting from the date when the Company announced that the last Underlying Shares granted for the first time are transferred to the ESOP, and the proportion of Underlying Shares unlocked in each period is 30%, 30% and 40% respectively, as follows:

First-period unlocking: on the first trading day after 12 months from the date when the Company announced that the last tranche of Underlying Shares granted for the first time were transferred to the ESOP, 30% of the total number of Underlying Shares held by the ESOP will be unlocked.

Second-period unlocking: on the first trading day after 24 months from the date when the Company announced that the last tranche of Underlying Shares granted for the first time was transferred to the ESOP, 30% of the total number of Underlying Shares held by the ESOP will be unlocked.

Third-period unlocking: on the first trading day after 36 months from the date when the Company announced that the last tranche of Underlying Shares granted for the first time was transferred to the ESOP, 40% of the total number of Underlying Shares held by the ESOP will be unlocked.

(II) Performance appraisal of Holders

The individual-level assessment of the Holder is conducted in accordance with the relevant regulations of the Company's current salary and assessment, and the individual-level unlocking ratio is determined according to the assessment results in the following table:

The Holder’s assessment results of the previous year A/B + /B/B- C/D
Holder’s unlocking proportion (N) 100% 0%

During each unlocking period of the ESOP, the actual number of underlying share interests unlocked by the Holder in the current period = the number of underlying share interests intended to be unlocked by the Holder in the current plan × the unlocking ratio corresponding to the annual assessment results of the Holder.


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During the implementation process of the individual-level performance appraisal target of the Holder, if the actual share of the Underlying Shares unlocked by the Holder is less than the share planned to unlock, that is, the Management Committee of the ESOP will return the Underlying Shares corresponding to the unlocked share to the Holder according to the sum of the original capital contribution of the Underlying Shares corresponding to the unlocked shares plus the interest calculated according to a bank's one-year loan interest rate (LPR) in the same period. Meanwhile, the Underlying Shares corresponding to the corresponding shares will be sold by the Management Committee as appropriate or disposed of through other methods permitted by laws and regulations, and the funds obtained will belong to the Company. If the Holder does not enjoy the Company's cash dividends corresponding to the corresponding Underlying Shares, the Company will do accounting treatment accordingly.

The unlocking arrangement of reserved shares is the same as the first grant part.

(III) If the Lock-up Period of the ESOP is adjusted by relevant laws, regulations and normative documents such as the Guiding Opinions, Self-Regulatory Guidelines No. 2 before the termination of the ESOP, the board of directors of the Company may adjust the Lock-up Period according to the requirements of the changed laws, regulations and normative documents. The above-mentioned share lock-up arrangement shall be applied to the Underlying Shares acquired under the ESOP and the shares derived from the distribution of dividends and capital reserve conversion by the Listed Company.

(IV) After the expiration of the Lock-up Period, the ESOP will strictly abide by market trading rules and regulations of the CSRC and Shenzhen Stock Exchange on the prohibition of buying and selling shares during the information sensitive period. The Company's shares will not be traded during the following periods:

  1. within fifteen days before the announcement of the Company's annual report and semi-annual report, the announcement date is postponed due to special reasons, it will be counted from 15 days before the original announcement date;
  2. within five days before the announcement of the Company's quarterly report, results forecast and preliminary results;
  3. from the date of a major event which may have a material impact on the trading price of the shares or derivatives of the Company or during the relevant decision-making process until the date of the legal disclosure thereof;
  4. other periods as may be stipulated by the CSRC and Shenzhen Stock Exchange.

If the relevant laws, regulations and normative documents change the relevant provisions that shares are not allowed to be bought and sold during the information sensitive period, the changed relevant provisions shall apply.

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(V) Explanation on the rationality and compliance of the Lock-up Period

The principle of setting the Lock-up Period of the ESOP is that incentives and constraints are equal. The Company believes that on the basis of compliance with laws and regulations, the setting of the Lock-up Period can not only fully motivate employees, but also create corresponding constraints on employees, so as to more effectively unify the interests of the Holders, the Company and its shareholders, and achieve the purpose of the ESOP.

CHAPTER VII ESOP'S PARTICIPATION IN FINANCING ARRANGEMENTS OF THE COMPANY DURING THE DURATION

When the Company raises funds by placement of shares, issuance of new shares, issuance of convertible bonds and other means, the Management Committee shall decide whether to participate and determine relevant funding plan, and submit to the Holders' Meeting of the ESOP for consideration.

CHAPTER VIII MANAGEMENT MODEL OF THE ESOP

After obtaining the approval of the general meeting, the ESOP will be managed by the Company itself, and the specific implementation method will be determined according to the actual situation. The supreme internal management authority of the ESOP is the Holders' Meeting. The ESOP shall establish a Management Committee to supervise the daily management of the ESOP and exercise other shareholder rights other than voting rights on behalf of the Holders.

The Management Committee manages the ESOP's assets, supervises its daily management, and safeguards the legitimate rights and interests of the Holders of the ESOP in a way that ensures the safety of the assets of the ESOP and avoids potential conflicts of interest between other shareholders of the Company and the ESOP Holders in accordance with relevant laws, regulations and regulatory documents and the relevant provisions of the ESOP. The management period for the Management Committee to manage the ESOP is from the date when the ESOP is approved by the general meeting to the date when the ESOP is terminated. The ESOP and the corresponding Administrative Measures for the Employee Stock Ownership Plan clearly stipulates the rights and obligations of the Management Committee and sufficient measures for risk prevention and isolation.

The board of directors of the Company is responsible for drafting and revising the ESOP and handling other related matters of the ESOP within the scope authorized by the general meeting.

I. THE BOARD OF DIRECTORS

After the ESOP is considered and approved by the general meeting, the general meeting authorizes the Board of Directors and its authorized persons to fully handle matters related to the ESOP within the scope of the relevant laws, regulations and norms and the authorization of the general meeting. The content and scope of the authorization include but are not limited to:


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  1. to handle the establishment, modification and termination of the ESOP;
  2. to make a decision on the extension and early termination of the term of the ESOP;
  3. to handle all matters related to the distribution, locking and unlocking of the shares held in the ESOP;
  4. to explain the draft ESOP;
  5. prior to the completion of the non-trading transfer of shares under the ESOP, in case of capitalisation issue, distributing shares or cash dividends, share subdivision, share consolidation, the Board of Directors shall be authorized to adjust the price/quantity of the Underlying Shares accordingly;
  6. if relevant laws, regulations and normative documents are adjusted, the ESOP shall be revised and improved accordingly according to the adjustment;
  7. to handle other necessary matters required by the ESOP, except for the rights clearly stipulated in the relevant documents to be exercised by the general meeting;

Except for those matters clearly stipulated in laws, regulations, normative documents, the ESOP and the Articles of Association to be approved 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/her on behalf of the Board of Directors.

The above authorization is valid from the date of approval by the general meeting of the Company to the date of completion of liquidation of the ESOP.

II. REMUNERATION AND APPRAISAL COMMITTEE

Pursuant to this draft ESOP and the authorization of the Board of Directors, the Remuneration and Appraisal Committee shall perform the following duties:

  1. to prepare the draft and summary of the ESOP;
  2. determine the initial grant Participants and distribution ratio of the ESOP;
  3. decide on the allocation plan of reserved shares of the ESOP (this plan includes but is not limited to determining the Participants of reserved shares, subscription price, time arrangement, assessment requirements and unlocking ratio);

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  1. determine the unlocking arrangement of the Underlying Shares of the ESOP, including the unlocking list and unlocking ratio and other related matters;
  2. other matters that are responsible for by the Remuneration and Appraisal Committee according to the draft ESOP and authorized by the Board of Directors.

III. THE HOLDERS' MEETING

(I) Employees of the Company become Holders of the ESOP after subscribing for shares of the ESOP. The Holders' Meeting is the internal supreme management authority of the ESOP. All the Holders may attend and vote at the Holders' Meeting. The Holders may attend and vote at the Holders' Meeting in person, or may entrust an agent to attend and vote on their behalf. The travel expenses, expenses for board and lodging and other fees of the Holder and his/her agent to attend the Holders' Meeting shall be borne by the Holder himself/herself.

(II) The following matters shall be considered and discussed at the Holders' Meeting:

  1. Election, replacement and removal of any members of the Management Committee;
  2. Amendment, termination and extension of the term of the ESOP;
  3. During the term of the ESOP, when the Company raises funds by placement of shares, issuance of new shares, issuance of convertible bonds and other means, the Management Committee shall decide whether to participate and determine relevant funding plan, and submit to the Holders' Meeting of the ESOP for consideration;
  4. Authorization to the Management Committee to supervise the daily management of the ESOP;
  5. Authorization to the Management Committee to exercise shareholders' rights;
  6. Authorization to the Management Committee to be responsible for the liquidation and distribution of assets of the ESOP;
  7. Other matters deemed to be necessary for consideration at the Holders' Meeting.

(III) The first Holders' Meeting shall be convened and presided over by the person in charge of the human resources department of the Company, and the subsequent Holders' Meetings will be convened by the Management Committee and presided over by the chairman of the Management Committee. When the chairman of the Management Committee is unable to perform his/her duty, he/she shall appoint a member of the Management Committee to preside over the meeting.


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2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)

(IV) To convene a Holders’ Meeting, the Management Committee shall send out a written notice 3 days prior to the meeting to all the Holders through direct delivery, mail, fax, email or other means. The notice of meeting shall at least include the following details:

  1. time and venue of the meeting;
  2. means of convening;
  3. matters to be considered (proposals);
  4. convener and host of the meeting, proposer of the provisional meeting and its written proposals;
  5. necessary materials for the meeting;
  6. requirements as to the Holders to attend the meeting in person or entrust other Holders to attend the meeting on their behalf;
  7. contact person and contact information;
  8. date of issuance of the notice.

In case of emergency, a Holders’ Meeting can be convened by a verbal note. The verbal meeting notice shall at least include the above clauses of 1 and 2 and an explanation on the emergency and necessity to convene a Holders’ Meeting.

The Holders’ Meeting can be held and resolutions can be made through on-site or off-site methods. Off-site methods include video, telephone, fax, written signature or e-mail. All Holders attending the meeting through such methods shall be deemed to have attended the meeting in person.

(V) Voting procedures of the Holders’ Meeting

  1. After each proposal has been fully discussed, the host shall invite Holders present at the meeting to vote in a timely manner. The host may also invite them to vote only after all proposals have been discussed. Voting shall be carried out by written voting;
  2. The Holders of the ESOP shall enjoy voting rights entitled by their holding shares;

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  1. The Holders may propose to vote “agree, disagree or abstain”. The Holders present at the meeting shall select one of the voting options, and any vote with no selection or more than two selections will be deemed as abstention. Anyone who leaves the venue halfway without returning to make a choice shall be deemed to have abstained. Any vote made after the host announces the voting results or after the prescribed voting time shall not be counted and shall be deemed as abstention;

  2. The host of the meeting shall announce the voting results at the venue of the meeting. Each proposal shall be deemed to be passed by a vote if it is approved by more than 50% (inclusive) of the shares held by the Holders attending the Holders’ Meeting (except for those that require the approval of more than 2/3 (inclusive) of the shares as stipulated in the ESOP), forming an effective resolution of the Holders’ Meeting;

  3. If the matters resolved at the Holders’ Meeting involve matters that need to be submitted to the Company’s board of directors and general meeting for consideration, they must be submitted to the Company’s board of directors and general meeting for consideration in accordance with the provisions of the Articles of Association;

  4. The host of the meeting shall arrange for record keeping for the Holders’ Meeting.

(VI) Employees who individually or collectively hold 10% or more (inclusive) of the ESOP may submit provisional proposals to the Holders’ Meeting, and the provisional proposals must be submitted to the Management Committee 3 days before the Holders’ Meeting.

(VII) Holders who individually or collectively hold 30% or more (inclusive) of the ESOP may propose to convene a provisional meeting. The Holders’ Meeting can only be held if the Holders who hold 50% or more (inclusive) of the ESOP in aggregate are present.

IV. MANAGEMENT COMMITTEE

(I) The ESOP shall set up a Management Committee which is responsible for the ESOP, and is the daily supervision and management organization of the ESOP.

(II) The Management Committee comprises of three members including one chairman. All members of the Management Committee shall be elected by the Holders’ Meeting. The chairman of the Management Committee shall be elected by more than half of all members of the Management Committee. The term of office of members of the Management Committee shall be the term of the ESOP.


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(III) Members of the Management Committee has the following fiduciary duties to the ESOP in accordance with laws, regulations and normative documents:

  1. not to take advantage of their position and authority to accept bribes or other illegal income; not to occupy any property of the ESOP;
  2. not to misappropriate funds of the ESOP;
  3. without the consent of the Management Committee, not to open account under his or her own name or others 'names to deposit assets or funds of the ESOP;
  4. without the consent of the Holders' Meeting, not to lend the funds of the ESOP to others or provide guarantee for others with the properties of the ESOP;
  5. not to take advantage of their positions and authority to jeopardize the interests of the ESOP;
  6. do not disclose trade secrets related to the ESOP without authorization;
  7. other obligations as specified by laws, regulations and normative documents.

Where a member of the Management Committee causes any loss to the ESOP due to his or her breach of fiduciary duties, he or she shall be liable for compensation.

(IV) The Management Committee shall discharge the following functions and authority:

  1. convene Holders' Meetings (excluding the first Holders' Meeting), and exercise the resolutions proposed on Holders' Meetings;
  2. supervise the daily management of the ESOP on behalf of all Holders;
  3. exercise the shareholders' rights on behalf of all Holders;
  4. manage the allocation of properties of the ESOP;
  5. make decisions on the non-trading transfer of the underlying stocks of the ESOP to the Holder's personal securities account;
  6. handle inheritance registration of the shares under the ESOP;
  7. open securities accounts, capital accounts and other related accounts for the ESOP;

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  1. sign relevant documents on behalf of all Holders;
  2. decide on and implement the reduction arrangement of the ESOP;
  3. other functions and authority as delegated by the Holders' Meeting;
  4. other duties to be performed by the Management Committee as stipulated in this draft ESOP and relevant laws, regulations and normative documents.

(V) The chairman of the Management Committee shall discharge the following functions and authority:

  1. preside over Holders' Meetings and convene and preside over the meetings of the Management Committee;
  2. supervise and inspect the execution of resolutions of the Holders' Meetings and the Management Committee meetings;
  3. other functions and authority as delegated by the Management Committee.

(VI) The Management Committee holds meetings from time to time, which shall be convened by the chairman of the Management Committee, and all members of the Management Committee shall be notified in writing 3 days before the meeting. If all members of the Management Committee unanimously agree on the voting matters, they may convene and vote by means of communication.

The above notice time limit may be waived with the consent of each member of the Management Committee. If the situation urgently requires convening an emergency meeting of the Management Committee as soon as possible, the meeting notice may be issued by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.

The content of the notice shall include the following:

  1. date and venue of the meeting;
  2. duration of the meeting;
  3. reasons for and agenda of the meeting;
  4. date of issuance of the notice.

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(VII) Holders representing 30% or more of the shares of the ESOP and 1/3 or more of the members of the Management Committee may propose to convene a provisional meeting of the Management Committee. The chairman of the Management Committee shall convene and preside over Management Committee meetings within 5 days after receiving the proposal.

(VIII) The Management Committee may propose to convene a provisional meeting of the Management Committee. The chairman of the Management Committee shall convene and preside over Management Committee meetings within 3 days after receiving the proposal.

(IX) Management Committee meetings shall be held only when more than half of the members of the Management Committee are present. A resolution made by the Management Committee must be approved by more than half of all members of the Management Committee. One member of the Management Committee will enjoy one vote regarding the voting on resolutions at the Management Committee meetings.

(X) The voting for resolutions of the Management Committee shall be conducted by open ballot. On the premise that the members of the Management Committee can fully express their opinions, the Management Committee meetings can be held by communication/ fax to adopt resolutions which shall be signed by the members of the Management Committee attending the meeting.

(XI) The members of the Management Committee shall attend the Management Committee meetings in person. If the members of the Management Committee are unable to attend the meeting, they may entrust other members of the Management Committee to attend the meeting on their behalf in writing. The power of attorney shall specify the name, entrusting matters, scope of authorization and term of validity, and shall be signed or sealed by the principal. Members of the Management Committee who attends the meeting on their behalf shall exercise the rights of members of the Management Committee within the scope of authorization. If a member of the Management Committee does not attend a meeting of the Management Committee or entrust a proxy to attend, he/she shall be deemed to have given up his/her right to vote at the meeting.

(XII) The Management Committee shall make minutes of the decisions on the matters discussed at the meeting, which shall be signed by the members of the Management Committee present at the meeting.


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(XIII) The minutes of the meeting of the Management Committee include the following contents:

  1. date and venue of the meeting and name of the convener;
  2. names of the members attending the Management Committee meeting and names of the members (agents) of the Management Committee entrusted by others to attend the Management Committee meeting;
  3. agenda of the meeting;
  4. key points of speeches by members of the Management Committee;
  5. the voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstention).

V. RISK PREVENTION AND ISOLATION MEASURES OF THE ESOP

  1. The assets of the ESOP are independent of the inherent property of the Company. The Company shall not appropriate or misappropriate the assets of the ESOP or confuse the assets of the ESOP with the inherent assets of the Company in any other form.
  2. The ESOP and the corresponding Administrative Measures for the Employee Stock Ownership Plan clearly stipulate the rights and obligations of the Management Committee and the sufficient risk prevention and isolation measures.
  3. After approved by the general meeting, the ESOP will be managed by the Company itself. The ESOP may engage professional institutions with relevant qualifications to provide consulting, management and other services for the ESOP depending on its implementation.

CHAPTER IX AMENDMENT TO AND TERMINATION OF THE ESOP AND DISPOSAL OF HOLDERS' INTERESTS

I. CHANGE, MERGER OR DIVISION OF DE FACTO CONTROL OF THE COMPANY

If, due to any reason, the actual controller of the Company changes, or there is a merger, division or other situations, the ESOP will remain unchanged.


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II. AMENDMENT TO THE ESOP

During the term of the ESOP, changes to the ESOP, including but not limited to the way of capital contribution by the Holders, the way of acquiring interests by the Holders, the basis for determining the Holders, the size of funds, the source of shares, the size of shares, the extension of the term, the purchase price, interests unlocking arrangement, and the assessment setting, shall be submitted to the board of directors of the Company for consideration and approval. Changes exceeding the upper limit of the size of funds and the number of shares specified in Chapter IV of this draft (except for the number of shares adjusted due to the implementation of interests distribution), purchase price (except for the price adjustment due to the distribution of interests), interests unlocking arrangement, and the assessment setting need to be reviewed and approved by the general meeting.

III. TERMINATION OF THE ESOP

(I) The ESOP shall be terminated automatically upon the expiration of its term (including any term extension).

(II) After the expiration of the Lock-up Period and before the expiration of the term of the ESOP, when all the shares under the ESOP are transferred to the Holder's personal securities account through Shenzhen Stock Exchange and Securities Depository and Clearing Corporation System or the assets under the ESOP are monetary funds or all the remaining Underlying Shares are disposed of by other means permitted by laws and regulations, the ESOP may be terminated in advance.

(III) The term of the ESOP may be extended one month before the expiry of the term of the ESOP, as agreed by the Holders holding more than two-thirds (inclusive) of the total units and attending the Holders' Meeting, and as considered and approved by the Board of Directors. The ESOP will be terminated automatically after the expiry of the extension period.

(IV) If the Company's shares held by the ESOP cannot be fully realized before the expiration of the term due to the suspension of trading of the Company's shares or the short window period, the term of the ESOP may be extended, as agreed by the Holders holding more than two-thirds (inclusive) of the total units and attending the Holders' Meeting, and as considered and approved by the Board of Directors.

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(V) If the ESOP loses its incentive significance and fails to achieve the corresponding incentive effect due to changes in the economic situation, market industry and other factors, the ESOP may be terminated in advance, as agreed by the Holders holding more than two-thirds (inclusive) of the total units and attending the Holders' Meeting, and as considered and approved by the Board of Directors. The unlocked underlying share rights can be recovered by the Management Committee of the ESOP and sold as appropriate, and funds acquired belong to the Company. The amount of the original capital contribution of the Company plus the interest calculated according to a bank's one-year loan interest rate (LPR) for the same period will be returned to the Holders. If there is still income after returning it to the Holders, the income will be enjoyed by the Company; Or dispose of the corresponding Underlying Shares through other methods permitted by laws and regulations.

(VI) Except for the above circumstances, the termination of the ESOP must be agreed by the Holders holding more than one-half (inclusive) of the total units and attending the Holders' Meeting, considered and approved by the board of directors of the Company, and submitted to the general meeting for review and approval before implementation.

IV. MEASURES FOR DISPOSAL OF INTERESTS AND METHODS FOR DISTRIBUTION OF PROFIT AND LOSS AFTER EXPIRATION OF THE ESOP

(I) When the term of the ESOP is not extended or terminated early, the Holders' Meeting shall authorize the Management Committee to complete the liquidation within 15 working days from the date of expiration or termination after deducting relevant taxes and fees according to law, and distribute according to the shares held by the Holders.

(II) After the end of the Lock-up Period, the Management Committee will sell the corresponding Underlying Shares according to the authorization of the Holders' Meeting as appropriate during the term, and distribute the cash assets obtained from the sale of the Underlying Shares and other cash assets in the fund account of the ESOP according to the share held by the Holder after deducting the personal income tax, stamp duty and other taxes payable by the Holders according to law, or transfer all or part of the corresponding Underlying Shares to the Holder's personal securities account without trading according to the share held by the Holder; Or dispose of the corresponding Underlying Shares through other means permitted by laws and regulations.

(III) After the expiration of the term of the ESOP, if all the Underlying Shares held by the ESOP have not been sold or transferred to the Holder's personal securities account without trading, and the term of the ESOP is not extended, the specific disposal measures shall be determined by the Management Committee.


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V. INFORMATION ON SHAREHOLDERS' RIGHTS CORRESPONDING TO THE SHARES HELD UNDER THE ESOP AND ARRANGEMENTS FOR HOLDERS' RIGHTS TO POSSESS, USE, BENEFIT FROM AND DISPOSE OF SHARES

(I) The Holders of the ESOP enjoy asset income rights of the shares held by the ESOP according to the actual capital contribution share. The ESOP voluntarily waives the voting rights of the shares held by the ESOP, and the Holders of the ESOP will also waive the voting rights of the Company's shares indirectly held by participating in the ESOP. The corresponding shares acquired through the ESOP by Holders enjoy other shareholders' rights other than the voting rights at the general meeting of the Listed Company (including dividend rights, allotment rights, conversion of shares and other asset income rights).

(II) Within the term of the ESOP, unless otherwise stipulated in laws, regulations and normative documents or upon approval of the Management Committee, the shares of the ESOP held by the Holders shall not be canceled, transferred or used for mortgage, pledge, guarantee, repayment of debts or other similar disposals.

(III) During the Lock-up Period, the Holders shall not request the distribution of interests of the ESOP.

(IV) During the Lock-up Period, when the Company converts capital reserve into share capital and distributes bonus shares, the newly acquired shares under the ESOP due to the holding of Shares of the Company shall be locked up together, and may not be sold or otherwise transferred in secondary markets. The unlocking period of such shares is the same as the correcting Underlying Shares.

(V) After the end of the Lock-up Period, the Management Committee will sell the corresponding Underlying Shares as appropriate according to the authorization of the Holders' Meeting during the term, and distribute the cash assets obtained from the sale of the Underlying Shares and other cash assets in the fund account of the ESOP according to the share held by the Holder after deducting the personal income tax, stamp duty and other taxes payable by the Holder according to law, or transfer all or part of the corresponding Underlying Shares to the Holder's personal securities account without trading according to the share held by the Holder; Or dispose of the corresponding Underlying Shares through other means permitted by laws and regulations.


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(VI) After the end of the Lock-up Period of the ESOP and during the term of the ESOP, when cash or other distributable income is obtained from the trading of the Underlying Shares held by the ESOP, the ESOP can distribute them in each fiscal year. According to the authorization of the Holders’ Meeting, the Management Committee decides whether to distribute the aforementioned income. If it decides to distribute, the Holders’ Meeting authorizes the Management Committee to do so according to the share held by the Holders after deducting relevant taxes and fees according to law.

(VII) During the Lock-up Period, when the Company pays dividends, the cash dividends obtained by the ESOP for holding the Company’s shares will be included in the monetary assets of the ESOP, and will not be distributed separately for the time being. After the Lock-up Period of the ESOP ends, the Company will uniformly distribute the cash dividends corresponding to the Underlying Shares that the Holders can actually unlock, but not distribute the cash dividends of the Underlying Shares that the Holders fail to unlock after the Lock-up Period expires. After the end of the Lock-up Period and during the term of the ESOP, when the Company pays dividends, the cash dividends obtained by the ESOP for holding Shares of the Company are included in the monetary assets of the ESOP and distributed in accordance with the above principles.

(VIII) In case of other unagreed matters, the disposal method of the ESOP shares held by the Holders shall be determined by the Holders’ Meeting.

(IX) During the term of the ESOP, when the Company raises funds by placement of shares, issuance of new shares, issuance of convertible bonds, etc., the Management Committee shall decide whether to participate and determine relevant funding plan, and submit to the Holders’ Meeting for consideration.

VI. MEASURES FOR DISPOSAL OF HOLDERS’ INTERESTS UPON CHANGE OF HOLDERS

(I) If the Holder has changed his/her position, but still holds the position of the Company or a subsidiary in the consolidated statement of the Company, the share granted to the Holder shall be completely in accordance with the procedures stipulated in the ESOP before the change of position.

However, if the Holder changes his/her position due to incompetence for the position, violation of the law, violation of professional ethics, disclosure of the Company’s secrets, neglect or dereliction of duty and other acts that damage the Company’s interests or reputation, the Management Committee shall decide whether to return to the Company all the income obtained by the Holder from participating in the ESOP from the date of occurrence. The Management Committee has the right to disqualify the Holder from participating in the ESOP. The yet unlocked shares and the unlocked but not yet distributed shares of the Holder shall be recovered by the Management Committee


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according to the original capital contribution and sold as appropriate, and the acquired funds shall be enjoyed by the Company; Or dispose of the corresponding Underlying Shares through other means permitted by laws and regulations. At the same time, if the circumstances are serious, the Company may also recover the losses suffered by the Company in accordance with the provisions of relevant laws and regulations.

(II) If the Holder serves as an independent director of the Company or other person who cannot hold the shares of the ESOP of the Company, the unlocked shares (including the shares that meet the Lock-up Period requirements and the unlocked requirements but have not been distributed) shall be enjoyed by the Holder from the date of the occurrence. The unlocked part will no longer be enjoyed by the Holder, and the unlocked share of the ESOP will be recovered by the Management Committee and sold as appropriate according to the original capital contribution plus a bank's one-year loan interest rate (LPR) for the same period, and the funds obtained belong to the Company; Or dispose of the corresponding Underlying Shares through other means permitted by laws and regulations. Before leaving the Company, the Holder needs to pay the personal income tax involved in the distributed income to the Company.

(III) When the Holder encounters any of the following circumstances, the unlocked part of the Holder from the date of occurrence (including shares that meet the Lock-up Period requirements and unlocking requirements but have not yet been distributed) are enjoyed by the Holder. The unlocked shares shall no longer be enjoyed by the Holder, and the unlocked shares of the ESOP shall be recovered by the Management Committee according to the original capital contribution and sold as appropriate, and the funds obtained shall be enjoyed by the Company; Or dispose of the corresponding Underlying Shares through other means permitted by laws and regulations. Before leaving the Company, the Holder needs to pay the personal income tax involved in the distributed income to the Company.

  1. has been determined by any stock exchange as an ineligible person in the last 12 months;
  2. has been determined by the CSRC and its delegated agencies as an ineligible person in the last 12 months;
  3. has been imposed by the CSRC or its delegated agencies with administrative penalties or measures prohibiting access into the market in the last 12 months due to material non-compliance of laws or regulations;
  4. is prohibited from acting as a Director or a member of the senior management as required by the Company Law;

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  1. is prohibited from participating in the ESOP of the Listed Company as required by laws and regulations;

  2. is under other circumstances determined by the CSRC.

(IV) If the Holder resigns due to resignation, termination of the labor contract/employment agreement by both parties, non-renewal after expiration of the labor contract, etc., the unlocked part (including the shares that meet the Lock-up Period requirements and unlocked requirements but have not yet been distributed) shall be enjoyed by the Holder from the date of occurrence. The unlocked part will no longer be enjoyed by the Holder, and the unlocked share of the ESOP will be recovered by the Management Committee according to the sum of the original capital contribution plus the interest calculated according to a bank's one-year loan rate (LPR) for the same period and sold as appropriate, and the obtained funds will be enjoyed by the Company; Or dispose of the corresponding Underlying Shares through other means permitted by laws and regulations. Before leaving the Company, the Holder needs to pay the personal income tax involved in the distributed income to the Company.

However, if the Company or its subsidiaries terminate the labor relationship with the Holder due to the Holder's incompetence for the position, violation of the law, violation of professional ethics, disclosure of Company secrets, neglect or dereliction of duty and other acts that damage the interests or reputation of the Company, the Management Committee shall decide whether to return all the income obtained by the Holder from participating in the ESOP to the Company from the date of occurrence. The Management Committee has the right to disqualify the Holder from participate in the ESOP. The Holder's unlocked shares and unlocked but not yet distributed shares shall be recovered by the Management Committee according to the original capital contribution and sold as appropriate, and the funds obtained shall be enjoyed by the Company; Or dispose of the corresponding Underlying Shares through other means permitted by laws and regulations. At the same time, if the circumstances are serious, the Company may also recover the losses suffered by the Company in accordance with the provisions of relevant laws and regulations. Before leaving the Company, the Holder needs to pay the personal income tax involved in the distributed income to the Company.

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(V) if the Holder leaves his post due to retirement and no longer works in the Company, the unlocked part (including the shares that meet the Lock-up Period requirements and the unlocking requirements but have not yet been distributed) shall be enjoyed by the Holder from the date of occurrence. The unlocked part will no longer be enjoyed by the Holder, and the unlocked share of the ESOP will be recovered by the Management Committee according to the sum of the original capital contribution plus the interest calculated according to a bank's one-year loan rate (LPR) for the same period and sold as appropriate, and the obtained funds will be enjoyed by the Company; Or dispose of the corresponding underlying stocks through other means permitted by laws and regulations. Before leaving the Company, the Holder needs to pay the personal income tax involved in the distributed income to the Company.

If the Holder retires and is being re-employed, the interests of the ESOP held by the Holder will not be changed, and it will be carried out according to the procedures stipulated in the ESOP before retirement.

(VI) If the Holder loses the ability to work and leaves his/her job, it shall be dealt with in the following two situations:

  1. When the Holder leaves his/her post due to his/her incapacity to work in performing his/her duties, the interests of the ESOP held by him/her will not be changed, but shall be disposed of according to the procedures stipulated in the ESOP before the Holder lost his/her ability to work. The Management Committee may decide that his/her personal performance appraisal conditions will no longer be included in the unlocking conditions. Before leaving the Company, the Holder needs to pay the personal income tax involved in the distributed income to the Company, and should pay the personal income tax involved in the current distribution of interests in time after each subsequent distribution.

  2. If the Holder leaves his/her post without losing his/her ability to work in performing his/her duties, the unlocked part (including the shares that meet the requirements of Lock-up Period and unlocking requirements but have not yet been distributed) shall be enjoyed by the Holder. The unlocked part will no longer be enjoyed by the Holder, and the unlocked share of the ESOP will be recovered by the Management Committee according to the sum of the original capital contribution plus the interest calculated according to a bank's one-year loan rate (LPR) for the same period and sold as appropriate, and the obtained funds will be enjoyed by the Company; Or dispose of the corresponding Underlying Shares through other means permitted by laws and regulations. Before leaving the Company, the Holder needs to pay the personal income tax involved in the distributed income to the Company.

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(VII) The death of the Holder shall be dealt with in the following two situations:

  1. If the Holder dies in performing his/her duties, the share of the ESOP held by him/her will be held by his/her designated property heir or legal heir on his/her behalf, and the interests of the ESOP held by him/her will not be changed, but shall be disposed of according to the procedures stipulated in the ESOP before the death of the Holder, and his/her personal performance appraisal will no longer be included in the unlocking conditions. Before inheritance, the heir needs to pay the personal income tax involved in the distributed income to the Company, and should pay the personal income tax involved in the current distribution of income in time after subsequent distribution of income.

  2. If the Holder dies not in performing his/her duties, the unlocked part of the Holder (including the shares that meet the requirements of the Lock-up Period and the unlocking requirements but have not yet been distributed) shall be enjoyed by his/her designated property heir or legal heir. The unlocked part will no longer be enjoyed by the Holder, and the unlocked share of the ESOP will be recovered by the Management Committee according to the sum of the original capital contribution plus the interest calculated according to a bank's one-year loan rate (LPR) for the same period and sold as appropriate, and the obtained funds will be enjoyed by the Company; Or dispose of the corresponding Underlying Shares through other means permitted by laws and regulations. Before inheritance, the heir needs to pay the personal income tax involved in the distributed income to the Company, and should pay the personal income tax involved in the current distribution of income in time after subsequent distribution of income.

(VIII) Change in control of the subsidiary where the Holder serves

While the Holder works in a subsidiary controlled by the Company, if the Company loses control of the subsidiary and the Holder remains in the subsidiary, the unlocked part (including the shares that meet the Lock-up Period requirements and the unlocking requirements but have not yet been distributed) shall be enjoyed by the Holder from the date of occurrence. The unlocked part will no longer be enjoyed by the Holder, and the unlocked share of the ESOP will be recovered by the Management Committee according to the sum of the original capital contribution plus the interest calculated according to a bank's one-year loan rate (LPR) for the same period and sold as appropriate, and the obtained funds will be enjoyed by the Company; Or dispose of the corresponding Underlying Shares through other means permitted by laws and regulations. Before leaving the Company, the Holder needs to pay the personal income tax involved in the distributed income to the Company.


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(IX) In case of other circumstances in which the Holder is no longer suitable to participate in the ESOP and special circumstances of the Holder, the Management Committee shall determine the specific handling method on a case-by-case basis. In view of the circumstances listed in the above items (I) to (VIII), but due to the special circumstances of the Holder, it is really necessary to deviate from the established disposal rules of the aforementioned clauses, the Management Committee shall determine the specific disposal method on a case-by-case basis.

(X) If the Holder has the circumstances mentioned in above items (I) to (IX), and his/her shares under the ESOP is recovered by the Management Committee, the Management Committee has the right to recover the cash dividends corresponding to this part of the ESOP share free of charge and return to the Company, and the Company will make corresponding accounting treatment.

CHAPTER X RIGHTS AND OBLIGATIONS OF THE COMPANY AND HOLDERS

I. RIGHTS AND OBLIGATIONS OF THE COMPANY

(I) Rights of the Company

  1. To supervise the operation of the ESOP and safeguard the interests of Holders;
  2. Dispose of the Holders' interests in accordance with the relevant provisions of the ESOP;
  3. Other rights stipulated in laws, regulations and normative documents and the ESOP.

(II) Obligations of the Company

  1. Fulfill the information disclosure obligation regarding the ESOP in a truthful, accurate, complete and timely manner;
  2. Open and cancel securities accounts and capital accounts and other corresponding support for the ESOP in accordance with relevant laws, regulations and normative documents;
  3. Withhold and remit taxes and fees that should be withheld and remitted by the Company according to the provisions of national tax laws and regulations;
  4. Other obligations stipulated in laws, regulations and normative documents and the ESOP.

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II. RIGHTS AND OBLIGATIONS OF HOLDERS

(I) Rights of Holders are as follows:

  1. Enjoy the interests of the assets under the ESOP according to its share under the ESOP;
  2. Participate or appoint its agent to attend Holders’ Meetings and exercise the corresponding voting rights;
  3. Supervise the management of the ESOP and make suggestions or inquiries;
  4. Other rights stipulated in laws, regulations and normative documents or the ESOP.

(II) Obligations of Holders are as follows:

  1. During the term of the ESOP, without the consent of the Management Committee, the shares under the ESOP held by the Holders shall not be used for mortgage, pledge, guarantee or repayment of debts;
  2. Comply with the ESOP and contribute capital within the agreed period according to the amount subscribed for the ESOP;
  3. Comply with the resolutions of Holders’ Meetings;
  4. Bear the contingent risks of the ESOP according to his/her share under the ESOP;
  5. Bear the statutory share transaction taxes and fees when the ESOP meets the unlocking conditions and the share is sold according to his/her share under the ESOP, and bear the taxes stipulated by the state and other relevant laws, regulations and normative documents after the share is sold due to participation in the ESOP and the ESOP meets the unlocking conditions;
  6. Keep all secrets during the implementation of the ESOP, unless announced by the Company in accordance with the law;
  7. Other obligations stipulated in laws, regulations and normative documents and the Administrative Measures for the Employee Stock Ownership Plan.

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CHAPTER XI ACCOUNTING TREATMENT OF THE ESOP

According to the provisions of the Accounting Standards for Business Enterprises No. 11 – Share-based Payment: as to an equity-settled share-based payment in return for services of employees, if the right cannot be exercised until the Vesting Period comes to an end or until the prescribed performance conditions are met, then on each balance sheet date within the Vesting Period, the services obtained in the current period should, based on the best estimate of the number of vested equity instruments, be stated in relevant costs or expenses and the capital reserves at the fair value of the equity instruments on the date of grant.

Assuming that the Company transfers 3,546,802 Underlying Shares transferred for the first time to the ESOP at the end of April 2026, when the Lock-up Period expires, the ESOP will sell the Underlying Shares held or transfer the Underlying Shares held to the Holder's personal securities account as agreed in the preceding paragraph. As estimated, assuming that the fair value of the unit equity instrument is based on the closing price of the Company's shares of RMB368.82/share when the Board of Directors reviews the ESOP, the Company shall confirm the total expense of RMB656,796,800. the expense will be shared by the Company during the Lock-up Period, and the estimated amortization of the expenses of the ESOP is calculated as follows:

Number of shares transferred for the first time (10,000 shares) Total share-based
payment expenses (RMB10,000) 2026 (RMB10,000) 2027 (RMB10,000) 2028 (RMB10,000) 2029 (RMB10,000)
354.6802 65,679.68 25,542.10 25,177.21 12,041.27 2,919.10

Note: The final impact on the Company's operating results will be subject to the annual audit report issued by the accounting firm.

The above estimation does not include the reserved transferred part, and additional share-based payment expenses will be incurred when the reserved transferred part is transferred.

The amortization of the expenses of the ESOP has an impact on the net profit of each year during the validity period. If the positive effect of the ESOP on the development of the Company is considered, the ESOP will effectively stimulate the enthusiasm of the Company's employees and improve operational efficiency.


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CHAPTER XII PROCEDURES FOR IMPLEMENTATION OF THE ESOP

I. The Board of Directors and its Remuneration and Appraisal Committee are responsible for preparing the draft and summary of the ESOP.

II. Before implementing the ESOP, the Company should fully solicit opinions of employees through the employee’s congress and other organizations.

III. The Board of Directors considers and approves the draft ESOP, and the Remuneration and Appraisal Committee shall express its opinions on whether the ESOP is beneficial to the sustainable development of the Company, whether it harms the interests of the Company and all shareholders, and whether there are apportionment, forced distribution and other means to force employees to participate in the ESOP.

IV. When the Board of Directors considers the ESOP, the directors related to the ESOP shall abstain from voting. The Board of Directors shall announce the resolutions of the Board of Directors, the summary of the draft ESOP and the opinions of the Remuneration and Appraisal Committee within two trading days after considering and approving the draft ESOP.

V. The Company engages a law firm to issue legal opinions on whether the ESOP and related matters are legal and compliant, whether the necessary decision-making and approval procedures have been performed, and then publishes the legal opinions two trading days before the relevant on-site general meeting.

VI. To convene a general meeting to consider the ESOP. The general meeting will adopt a combination of on-site voting and online voting, and the votes of small and medium investors will be counted separately and publicly disclosed. If the ESOP involves relevant directors and shareholders, the relevant directors and shareholders shall abstain from voting. The ESOP can be implemented after more than half of the valid voting rights of the shareholders present at the general meeting are approved (among which the related shareholders should abstain from voting).

VII. After the establishment of the ESOP, a Holders’ Meeting of the ESOP shall be held to elect members of the Management Committee to clarify the specific matters of the implementation of the ESOP.

VIII. The Company shall promptly disclose the time, quantity and proportion of acquired Underlying Shares within two trading days after completing the purchase of the Underlying Shares or transferring the Underlying Shares to the ESOP.


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2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN (DRAFT)

IX. Other procedures required by the CSRC and Shenzhen Stock Exchange.

If relevant laws, regulations and normative documents change the provisions of the above implementation procedures, the changed provisions shall apply.

CHAPTER XIII RELATED-PARTY RELATIONSHIP AND ACTING-IN-CONCERT RELATIONSHIP UNDER THE ESOP

There is no acting-in-concert relationship stipulated in the Measures for the Administration of Takeovers of Listed Companies between the ESOP and the Company's controlling shareholders, actual controllers, directors and senior managers, as follows:

I. The controlling shareholders and the de facto controllers of the Company do not participate in the ESOP. The ESOP has not entered into any any acting-in-concert agreement or any acting-in-concert arrangement with the controlling shareholders and the de facto controllers of the Company.

II. The Holders of the ESOP do not include the directors and senior managers of the Company, and the ESOP has not entered into any acting-in-concert agreement or any acting-in-concert arrangement with the directors and senior managers of the Company.

III. The ESOP voluntarily waives the voting rights of the Company's Shares held by the ESOP, and the Holders of the ESOP will also waive the voting rights of the Company's shares indirectly held by participating in the ESOP.

IV. The highest management authority of the ESOP is the Holders' Meeting, and the Management Committee will be elected by the Holders' Meeting to supervise the daily management of the ESOP.

To sum up, there is no acting-in-concert relationship between the ESOP and the Company's controlling shareholders, the de facto controllers, directors and senior managers.

CHAPTER XIV OTHER IMPORTANT MATTERS

I. The consideration and approval of the ESOP by the board of directors and general meeting of the Company does not mean that the Holder enjoys the right to continue to serve in the Company and its subordinate enterprises, nor does it constitute the commitment of the Company and its subordinate enterprises to the employment period of employees. The labor/employment relationship between the Company and its subordinate enterprises and employees is still implemented according to the labor/employment contract signed by the Company and its subordinate enterprises and the Holder.


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II. The financial, accounting treatment and taxation matters of the Company’s implementation of the ESOP shall be conducted in accordance with the provisions of relevant financial system, accounting standards and tax system. The relevant personal income tax that employees need to pay due to the implementation of the ESOP shall be borne by the employees themselves.

III. Any dispute or conflicts arising from or related to the ESOP shall be settled by friendly negotiation between the parties concerned. If negotiation fails, either party may file a civil lawsuit with the people’s court where the Company is located, and settle it through relevant judicial procedures.

IV. If the relevant provisions of the ESOP conflict with the relevant laws, regulations and normative documents, the relevant laws, regulations and normative documents shall be applied.

V. The right to interpret the ESOP belongs to the board of directors of the Company, and it will take effect after it is reviewed and approved by the general meeting of the Company.

Board of Directors of Contemporary Amperex Technology Co., Limited
February 9, 2026


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ADMINISTRATIVE MEASURES FOR THE 2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN

CONTEMPORARY AMPEREX TECHNOLOGY CO., LIMITED

ADMINISTRATIVE MEASURES FOR

THE 2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN

CHAPTER 1 GENERAL PROVISIONS

Article 1 To regulate the implementation of the 2026 A Share Employee Stock Ownership Plan (the "ESOP") of Contemporary Amperex Technology Co., Limited ("CATL" or "the Company"), it is hereby to formulate the Administrative Measures for the 2026 A Share Employee Stock Ownership Plan of Contemporary Amperex Technology Co., Limited (the "Measures") in accordance with relevant laws, regulations and normative documents such as the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), the Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies (the "Guiding Opinions"), Self-Regulatory Guidelines No. 2 for Companies Listed on the Shenzhen Stock Exchange – Standardized Operation of Companies Listed on the ChiNext Market ("Self-Regulatory Guidelines No. 2"), as well as requirements under the Articles of Association of Contemporary Amperex Technology Co., Limited (the "Articles of Association") and the 2026 A Share Employee Stock Ownership Plan of Contemporary Amperex Technology Co., Limited (draft).

Article 2 Basic Principles Followed by the ESOP

(I) The principle of compliance with laws and regulations

When implementing the ESOP, the Company shall strictly follow the procedures prescribed by laws, regulations and normative documents, and carry out information disclosure in a true, accurate, complete and timely manner. No one shall use the ESOP to commit securities fraud such as insider trading and Manipulation of securities markets.

(II) The principle of voluntary participation

The Company's implementation of the ESOP shall follow the principle of the Company's independent decision and employees' voluntary participation. The Company does not force employees to participate in the ESOP through apportionment or forced distribution.

(III) Risk self-bearing principle

Participants of the ESOP shall be responsible for their own profits and losses, bear their own risks and enjoy equal rights and interests as other investors.

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CHAPTER 2 PARTICIPANTS OF THE ESOP

Article 3 Holders of the ESOP

(I) Basis for determining holders of the ESOP

1. Legal basis for determining participants

According to the Company Law, Securities Law, Guiding Opinions, Self-Regulatory Guidelines No. 2 and other relevant laws, regulations, normative documents and relevant provisions of the Articles of Association, taking into account the actual situation, the Company has determined the list of participants in the ESOP. All participants are required to work in the Company (including subsidiaries included in consolidated statements), receive remuneration and sign labor contracts or employment contracts.

2. Criteria for determining participants

Participants of the ESOP are the middle managers and key personnel (including foreign employees, excluding directors, senior management, shareholders or actual controllers who individually or jointly hold more than 5% of the Company's shares and their spouses, parents and children) of the Company (including subsidiaries included in consolidated statements). The above incentive targets are those who play an important role in the business performance and future development of the Company, and are in line with the purpose of this incentive plan.

The above qualified employees shall participate in the ESOP in accordance with the principles of compliance with laws and regulations, voluntary participation and at their own risk. The specific list shall be determined by the Remuneration and Appraisal Committee. There is no such situation as apportionment, compulsory distribution to force employees to participate in the ESOP.

(II) Scope of holders of the ESOP

The total number of employees who participated in the ESOP for the first time was 4,956, and the final number of participants was determined according to the actual payment status.

The reserved personnel shall be determined by the Remuneration and Appraisal Committee authorized by the Board of Directors with reference to the above-mentioned criteria of participants and the subsequent actual development of the Company.


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CHAPTER 3 SOURCE OF FUNDS AND SOURCE OF SHARES OF THE ESOP

Article 4 Source of Funds of the ESOP

The source of funds for the ESOP shall be the legal remuneration of employees, self-raised funds and funds obtained by other means permitted by laws and regulations. The Company does not provide financial assistance or guarantee to its employees, and is not aware of any arrangements for third parties to provide incentives, grants, subsidies, and a safety net for employees most in need to participate in the ESOP.

The total amount of the ESOP shall not exceed RMB743,154,719. The "share" shall be used as the subscription unit, with each share priced at RMB1.00. The upper limit of the number of shares under the ESOP is 743,154,719. Except in special circumstances, the initial subscription number of shares for a single employee is 1 (i.e. the subscription amount is RMB1.00), and a single employee must subscribe to an integer multiple share of RMB1.00. The total amount of funds payable by participating employees is RMB743,154,719, and the upper limit of the number of shares that employees can purchase is 4,046,802, which is calculated based on the purchase price of RMB183.64 per share determined by the ESOP.

The specific amount and number of shares of the holders of the ESOP shall be determined according to their actual contribution amount, and the specific payment time shall be subject to subsequent notice. If the holder fails to pay the subscription funds on time and in full, he/she will automatically lose the corresponding subscription right, and this part of the equity share will become invalid.

Article 5 Source of Shares of the ESOP

The shares of the ESOP come from the ordinary A shares of CATL repurchased in the Company's special securities account for repurchase. After the ESOP is approved by the general meeting, repurchased ordinary A shares of the Company will be transferred through non-trading transfer and other methods permitted by laws and regulations.

The Company held the 25th meeting of the third session of Board of Directors on October 30, 2023, and reviewed and approved the Proposal on the Plan of Repurchasing the Company's Shares, which agreed that the Company use its own funds to repurchase part of its shares through centralized bidding transactions for the later implementation of the equity incentive plan or the ESOP. On October 30, 2024, the Company disclosed the Announcement on the Results of Share Repurchase. As of October 30, 2024, the Company has repurchased the Company's 15,991,524 shares through centralized bidding transactions on the stock trading system of Shenzhen Stock Exchange, accounting for $0.3632\%$ of the Company's total share capital on the same day. The highest transaction price was RMB194.10/share, the lowest transaction price was RMB146.31/share, and the total transaction amount was RMB2,710,713,907.10 (excluding transaction fees).


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The Company held the third meeting of the fourth session of the Board of Directors on April 7, 2025, and reviewed and approved the Proposal on the Plan of Repurchasing the Company's Shares, which agreed that the Company use its own or self-raised funds to repurchase part of its shares through centralized bidding transactions for the implementation of the equity incentive plan or the ESOP. On February 3, 2026, The Company disclosed the Announcement on the Progress of Repurchasing Company's A Shares. As of January 31, 2026, the Company has repurchased Company's 15,990,782 shares through centralized bidding transactions on the stock trading system of Shenzhen Stock Exchange, accounting for 0.3628% of the Company's total share capital of A share on the same day. The highest transaction price is RMB317.63/share, the lowest transaction price is RMB231.50/share, and the total transaction amount is RMB4,385,504,687.90 (excluding transaction fees).

As of the disclosure date of this draft ESOP, the Company's special securities account for repurchase held the Company's 31,982,306 A shares, accounting for 0.7008% of the Company's current total share capital of 4,563,858,928 shares. The final number of shares held under the ESOP shall be subject to the actual number of shares transferred. The Company will promptly disclose the number of shares transferred to the ESOP within 2 trading days according to the Guiding Opinions and Self-regulatory Guidelines No. 2.

Article 6 Transfer Price and Pricing Basis of the ESOP

(I) Transfer price

The transfer price of the ESOP (including reservation) is RMB183.64/share.

The transfer price shall not be lower than the par value of the shares and shall not be lower than the higher of the following:

  1. 50% of the average trading price of the Company's shares for the trading day immediately preceding the announcement of the draft ESOP (total amount of shares trading in the previous trading day/total number of shares trading in the previous trading day), being RMB183.64/share;
  2. 50% of the average trading price of the Company's shares for the 20 trading days preceding the announcement of the draft ESOP, (total amount of shares trading in the previous 20 trading days/total number of shares trading in the previous 20 trading days), being RMB175.87/share.

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(II) Pricing basis and explanation on the reasonableness of price

There is a partial discount between the transfer price of the ESOP and the current market price, which is conducive to increasing the enthusiasm of employees to participate in the ESOP, enhancing employees’ participation and giving full play to the incentive effect.

Therefore, the pricing method of the transfer price of the ESOP is reasonable and scientific, and does not harm the interests of the Company and all shareholders.

(III) Price adjustment method

Prior to the completion of the non-trading transfer of shares under the ESOP, if the Company converts capital reserve into share capital, distributes shares or cash dividends, splits of shares, reduces shares, etc., the Company will adjust the price of the underlying shares accordingly in the following manner:

1. capitalization issue, bonus issue and sub-division of share capital

$$
\mathrm {P} = \mathrm {P} _ {0} \div (1 + \mathrm {n})
$$

Where: $\mathrm{P}_0$ represents the initial purchase price before the adjustment; n represents the ratio of increase per share results from capitalization issue, bonus issue and sub-division of shares; P represents the adjusted initial purchase price.

2. Rights issue

$$
\mathrm {P} = \mathrm {P} _ {0} \times (\mathrm {P} _ {1} + \mathrm {P} _ {2} \times \mathrm {n}) / [ \mathrm {P} _ {1} \times (1 + \mathrm {n}) ]
$$

Where: $\mathrm{P}_0$ represents the initial purchase price before the adjustment; $\mathrm{P}_1$ represents the closing price as at the record date; $\mathrm{P}_2$ represents the price of the rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company before the rights issue); P represents the adjusted initial purchase price.

3. Share consolidation

$$
\mathrm {P} = \mathrm {P} _ {0} \div \mathrm {n}
$$

Where: $\mathrm{P}_0$ represents the initial purchase price before the adjustment; n represents the ratio of consolidation of shares; P represents the adjusted initial purchase price.


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4. Dividend distribution

$$
\mathrm {P} = \mathrm {P} _ {0} - \mathrm {V}
$$

Where: $\mathrm{P}_0$ represents the initial purchase price before the adjustment; $\mathrm{V}$ represents the dividend per share; $\mathrm{P}$ represents the adjusted initial purchase price.

5. Additional issuance

Under the circumstance of additional issue of new shares, no adjustment will be made on the initial purchase price of the underlying shares.

Article 7 The Number of Underlying Shares under the ESOP

The size of the ordinary A shares repurchased from the special repurchase account of the Company is proposed to be transferred under the ESOP shall not exceed 4,046,802 shares, representing $0.09\%$ of the current total share capital of the Company of 4,563,858,928 shares. The specific number of shares is determined according to the actual capital contribution.

After the implementation of the ESOP, the aggregate number of shares held by all valid employee stock ownership plans of the Company does not exceed $10\%$ of the total share capital of the Company, and the aggregate number of shares corresponding to the share interests acquired by a single participant does not exceed $1\%$ of the total share capital of the Company. The total number of shares held by the ESOP does not include shares acquired by the participants before the Company's initial public offering, shares purchased by themselves through secondary markets and shares acquired through equity incentives.

During the period between the date of announcement of the resolution of the Board of Directors and the transfer of repurchased shares under the ESOP, in case of capitalization issue, distribution of shares or cash dividends, share subdivision, share consolidation and other matters,, the Company will make corresponding adjustments to the number of underlying shares.

1. Capitalization issue, bonus issue and sub-division of share capital

$$
\mathrm {Q} = \mathrm {Q} _ {0} \times (1 + \mathrm {n})
$$

Where: $\mathrm{Q}_0$ represents the number of transferred shares before the adjustment; $\mathrm{n}$ represents the ratio of increase per share resulting from capitalization issue bonus issue or subdivision of share capital (i.e. the increase in number of shares per share upon capitalization issue, bonus issue and sub-division of the share capital); $\mathrm{Q}$ represents the adjusted number of transferred shares.


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2. Rights issue

$$
Q = Q _ {0} \times P _ {1} \times (1 + n) \div \left(P _ {1} + P _ {2} \times n\right)
$$

Where: $Q_0$ represents the number of transferred shares before the adjustment; $P_1$ represents the closing price as at the record date; $P_2$ represents the price of the rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company before the rights issue); Q represents the adjusted number of transferred shares.

3. Share consolidation

$$
Q = Q _ {0} \times n
$$

Where: $Q_0$ represents the number of transferred shares before the adjustment; n represents the ratio of consolidation of shares (i.e. one share shall be consolidated into n shares); Q represents the adjusted number of transferred shares.

4. Dividend distribution and additional issues

When the Company pays dividends or issues new shares, the number of transferred shares will not be adjusted.

Article 8 Duration and Lock-Up Period of the ESOP

(I) Duration of the ESOP

  1. The term of the ESOP shall be 60 months commencing from the date on which the ESOP is considered and approved at the general meeting and the Company announces the last tranche of the underlying shares has been transferred to the ESOP. It can be terminated or extended in advance after fulfilling the procedures stipulated in this draft. If the ESOP is not extended at the expiration of its duration, it will be terminated automatically.

  2. One month before the expiration of the term of the ESOP, if all the Company shares held have not been sold or transferred to the share holders of the ESOP, the term of the ESOP may be extended, as agreed by the holders holding more than two-thirds (inclusive) of the total units and attending the Holders' Meeting, and as considered and approved by the Board of Directors.


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  1. If the Company’s shares under the ESOP cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of trading of the Company’s shares or the short window period, the term of the ESOP may be extended, as agreed by the holders holding more than two-thirds (inclusive) of the total units and attending the Holders’ Meeting, and as considered and approved by the Board of Directors.

  2. The Company shall disclose an indicative announcement six months before the expiration of the term of the ESOP, stating the number of shares under the ESOP that is about to expire and the proportion to the total share capital of the Company.

  3. The Company shall disclose at the latest when the term of the ESOP expires, the number of shares under the expired ESOP, the proportion to the total share capital of the Company, and the disposal arrangements after the expiration. If it intends to extend the term, it shall explain the discrepancies from those before the extension item by item according to the disclosure requirements stipulated in the Self-Regulatory Guidelines No. 2, and fulfill the corresponding review procedures and disclosure obligations in accordance with the agreement of the ESOP.

(II) Lock-up period and assessment arrangement of the ESOP

The ESOP sets a lock-up period and performance appraisal conditions for holders, and employees determine their actual unlocking ratio during the period based on the performance appraisal results, as follows:

  1. The underlying shares granted for the first time under the ESOP are unlocked in three tranches, with a lock-up period of 12 months for each tranche and a total lock-up period of 36 months, starting from the date when the Company announced that the last underlying shares granted for the first time are transferred to the ESOP, and the proportion of underlying shares unlocked in each period is 30%, 30% and 40% respectively, as follows:

First-period unlocking: on the first trading day after 12 months from the date when the Company announced that the last tranche of underlying shares granted for the first time were transferred to the ESOP, 30% of the total number of underlying shares held by the ESOP will be unlocked.

Second-period unlocking: on the first trading day after 24 months from the date when the Company announced that the last tranche of underlying shares granted for the first time was transferred to the ESOP, 30% of the total number of underlying shares held by the ESOP will be unlocked.

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Third-period unlocking: on the first trading day after 36 months from the date when the Company announced that the last tranche of underlying shares granted for the first time was transferred to the ESOP, 40% of the total number of underlying shares held by the ESOP will be unlocked.

  1. Performance appraisal of holders

The individual-level assessment of the holder is conducted in accordance with the relevant regulations of the Company’s current salary and assessment, and the individual-level unlocking ratio is determined according to the assessment results in the following table:

The holder’s assessment results of the previous year A/B + /B/B- C/D
Holder unlocking proportion (N) 100% 0%

During each unlocking period of the ESOP, the actual number of underlying share interests unlocked by the holder in the current period = the number of underlying share interests intended to be unlocked by the holder in the current plan × the unlocking ratio corresponding to the annual assessment results of the holder.

During the implementation process of the individual-level performance appraisal target of the holder, if the actual share of the underlying shares unlocked by the holder is less than the share planned to unlock, that is, the Management Committee of the ESOP will return the underlying shares corresponding to the unlocked shares to the holder according to the sum of the original capital contribution of the underlying shares corresponding to the unlocked shares plus the interest calculated according to a bank’s one-year loan interest rate (LPR) in the same period. Meanwhile, the underlying shares corresponding to the corresponding shares will be sold by the Management Committee as appropriate or disposed of through other methods permitted by laws and regulations, and the funds obtained will belong to the Company. If the holder does not enjoy the Company’s cash dividends corresponding to the corresponding underlying shares, the Company will do accounting treatment accordingly.

The unlocking arrangement of reserved shares is the same as the first grant part.


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  1. If the lock-up period of the ESOP is adjusted by relevant laws, regulations and normative documents such as the Guiding Opinions, Self-Regulatory Guidelines No. 2 before the termination of the ESOP, the board of directors of the Company may adjust the lock-up period according to the requirements of the changed laws, regulations and normative documents. The above-mentioned share lock-up arrangement shall be applied to the underlying shares acquired under the ESOP and the shares derived from the distribution of dividends and capital reserve conversion by listed companies.

  2. After the expiration of the lock-up period, the ESOP will strictly abide by market trading rules and regulations of the CSRC and Shenzhen Stock Exchange on the prohibition of buying and selling shares during the information sensitive period. The Company's shares will not be traded during the following periods:

(1) within fifteen days before the announcement of the Company's annual report and semi-annual report, the announcement date is postponed due to special reasons, it will be counted from 15 days before the original announcement date;

(2) within five days before the announcement of the Company's quarterly report, results forecast and preliminary results;

(3) from the date of a major event which may have a material impact on the trading price of the shares or derivatives of the Company or during the relevant decision-making process until the date of the legal disclosure thereof;

(4) other periods as may be stipulated by the CSRC and Shenzhen Stock Exchange.

If the relevant laws, regulations and normative documents change the relevant provisions that shares are not allowed to be bought and sold during the information sensitive period, the changed relevant provisions shall apply.

  1. Explanation on the rationality and compliance of the lock-up period

The principle of setting the lock-up period of the ESOP is that incentives and constraints are equal. The Company believes that on the basis of compliance with laws and regulations, the setting of the lock-up period can not only fully motivate employees, but also create corresponding constraints on employees, so as to more effectively unify the interests of the holders, the Company and its shareholders, and achieve the purpose of the ESOP.

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Article 9 Procedures for Implementing the ESOP

(I) The Board of Directors and its Remuneration and Appraisal Committee are responsible for preparing the draft and summary of the ESOP.

(II) Before implementing the ESOP, the Company should fully solicit opinions of employees through the employee’s congress and other organizations.

(III) The Board of Directors considers and approves the draft ESOP, and the Remuneration and Appraisal Committee under the Board of Directors shall express its opinions on whether the ESOP is beneficial to the sustainable development of the Company, whether it harms the interests of the Company and all shareholders, and whether there are apportionment, forced distribution and other means to force employees to participate in the ESOP.

(IV) When the Board of Directors considers the ESOP, the directors related to the ESOP shall abstain from voting. The Board of Directors shall announce the resolutions of the Board of Directors, the summary of the draft ESOP and the opinions of the Remuneration and Appraisal Committee under the Board of Directors within two trading days after considering and approving the draft ESOP.

(V) The Company engages a law firm to issue legal opinions on whether the ESOP and related matters are legal and compliant, whether the necessary decision-making and approval procedures have been performed, and then publishes the legal opinions two trading days before the relevant on-site general meeting.

(VI) To convene a general meeting to consider the ESOP. The general meeting will adopt a combination of on-site voting and online voting, and the votes of small and medium investors will be counted separately and publicly disclosed. If the ESOP involves relevant directors and shareholders, the relevant directors and shareholders shall abstain from voting. The ESOP can be implemented after more than half of the valid voting rights of the shareholders present at the general meeting are approved (among which the related shareholders should abstain from voting).

(VII) After the establishment of the ESOP, a Holders’ Meeting of the ESOP shall be held to elect members of the Management Committee to clarify the specific matters of the implementation of the ESOP.

(VIII) The Company shall promptly disclose the time, quantity and proportion of acquired underlying shares within two trading days after completing the purchase of the underlying shares or transferring the underlying shares to the ESOP.

(IX) Other procedures required by the CSRC and Shenzhen Stock Exchange.

If relevant laws, regulations and normative documents change the provisions of the above implementation procedures, the changed provisions shall apply.


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CHAPTER 4 MANAGEMENT OF THE ESOP

Article 10 Management Model of the ESOP

After obtaining the approval of the general meeting, the ESOP will be managed by the Company itself, and the specific implementation method will be determined according to the actual situation. The supreme internal management authority of the ESOP is the Holders’ Meeting. The Holders’ Meeting shall establish a Management Committee, which shall be authorized to act as the management body of the ESOP to supervise the daily management of the ESOP and exercise other shareholder rights other than voting rights on behalf of the holders.

The Management Committee manages the ESOP’s assets, supervises its daily management, and safeguards the legitimate rights and interests of the holders of the ESOP in a way that ensures the safety of the assets of the ESOP and avoids potential conflicts of interest between other shareholders of the Company and the ESOP holders in accordance with relevant laws, regulations and regulatory documents and the relevant provisions of the ESOP. The management period for the Management Committee to manage the ESOP is from the date when the ESOP is approved by the general meeting to the date when the ESOP is terminated. The ESOP and the corresponding Administrative Measures for the Employee Stock Ownership Plan clearly stipulates the rights and obligations of the Management Committee and sufficient measures for risk prevention and isolation.

The board of directors of the Company is responsible for drafting and revising the ESOP and handling other related matters of the ESOP within the scope authorized by the general meeting.

Article 11 The Board of Directors

After the ESOP is considered and approved by the general meeting, the general meeting authorizes the Board of Directors and its authorized persons to fully handle matters related to the ESOP within the scope of the relevant laws, regulations and norms and the authorization of the general meeting. The content and scope of the authorization include but are not limited to:

  1. to handle the establishment, modification and termination of the ESOP;
  2. to make a decision on the extension and early termination of the term of the ESOP;
  3. to handle all matters related to the distribution, locking and unlocking of the shares held in the ESOP;
  4. to explain the draft ESOP;

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  1. prior to the completion of the non-trading transfer of shares under the ESOP, in case of capitalisation issue, distributing shares or cash dividends, share subdivision, share consolidation, the Board of Directors shall be authorized to adjust the price/quantity of the underlying shares accordingly;

  2. if relevant laws, regulations and normative documents are adjusted, the ESOP shall be revised and improved accordingly according to the adjustment;

  3. to handle other necessary matters required by the ESOP, except for the rights clearly stipulated in the relevant documents to be exercised by the general meeting.

Except for those matters clearly stipulated in laws, regulations and normative documents, the ESOP and the Articles of Association to be approved 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/her on behalf of the Board of Directors.

The above authorization is valid from the date of approval by the general meeting of the Company to the date of completion of liquidation of the ESOP.

Article 12 Pursuant to this draft ESOP and the authorization of the Board of Directors, the Remuneration and Appraisal Committee under the Board of Directors shall perform the following duties:

  1. to prepare the draft and summary of the ESOP;

  2. determine the initial grant participants and distribution ratio of the ESOP;

  3. decide on the allocation plan of reserved shares of the ESOP (this plan includes but is not limited to determining the participants of reserved shares, subscription price, time arrangement, assessment requirements and unlocking ratio);

  4. determine the unlocking arrangement of the underlying shares of the ESOP, including the unlocking list and unlocking ratio and other related matters;

  5. other matters that are responsible for by the Remuneration and Appraisal Committee under the Board of Directors according to the draft ESOP and authorized by the Board of Directors.

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Article 13 The Holders' Meeting

(I) Employees of the Company become holders of the ESOP after subscribing for shares of the ESOP. The Holders' Meeting is the internal management authority of the ESOP. All the holders may attend and vote at the Holders' Meeting. The holders may attend and vote at the Holders' Meeting in person, or may entrust an agent to attend and vote on their behalf. The travel expenses, expenses for board and lodging and other fees of the holder and his/her agent to attend the Holders' Meeting shall be borne by the holder himself/herself.

(II) The following matters shall be considered and discussed at the Holders' Meeting:

  1. Election, replacement and removal of any members of the Management Committee;
  2. Amendment, termination and extension of the term of the ESOP;
  3. During the term of the ESOP, when the Company raises funds by placement of shares, issuance of new shares, issuance of convertible bonds and other means, the Management Committee shall decide whether to participate and determine relevant funding plan, and submit to the Holders' Meeting of the ESOP for consideration.;
  4. Authorization to the Management Committee to supervise the daily management of the ESOP;
  5. Authorization to the Management Committee to exercise shareholders' rights;
  6. Authorization to the Management Committee to be responsible for the liquidation and distribution of assets of the ESOP;
  7. Other matters deemed to be necessary for consideration at the Holders' Meeting.

(III) The first Holders' Meeting shall be convened and presided over by the person in charge of the human resources department of the Company, and the subsequent Holders' Meetings will be convened by the Management Committee and presided over by the chairman of the Management Committee. When the chairman of the Management Committee is unable to perform his/her duty, he/she shall appoint a member of the Management Committee to preside over the meeting.

(IV) To convene a Holders' Meeting, the Management Committee shall send out a written notice 3 days prior to the meeting to all the Holders through direct delivery, mail, fax, email or other means. The notice of meeting shall at least include the following details:


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  1. time and venue of the meeting;
  2. means of convening;
  3. matters to be considered (proposals);
  4. convener and presider of the meeting, proposer of the provisional meeting and its written proposals;
  5. necessary materials for the meeting;
  6. requirements as to the holders to attend the meeting in person or entrust other holders to attend the meeting on their behalf;
  7. contact person and contact information;
  8. date of issuance of the notice.

In case of emergency, a Holders’ Meeting can be convened by a verbal note. The verbal meeting notice shall at least include the above clauses of 1 and 2 and an explanation on the emergency and necessity to convene a Holders’ Meeting.

The Holders’ Meeting can be held and resolutions can be made through on-site or off-site methods. Off-site methods include video, telephone, fax, written signature or e-mail. All holders attending the meeting through such methods shall be deemed to have attended the meeting in person.

(V) Voting procedures of the Holders’ Meeting

  1. After each proposal has been fully discussed, the host shall invite holders present at the meeting to vote in a timely manner. The host may also invite them to vote only after all proposals have been discussed. Voting shall be carried out by written voting;
  2. The holders of the ESOP shall enjoy voting rights entitled by their holding shares;
  3. The holders may propose to vote “agree, disagree or abstain”. The holders present at the meeting shall select one of the voting options, and any vote with no selection or more than two selections will be deemed as abstention. Anyone who leaves the venue halfway without returning to make a choice shall be deemed to have abstained. Any vote made after the host announces the voting results or after the prescribed voting time shall not be counted and shall be deemed as abstention;

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  1. The host of the meeting shall announce the voting results at the venue of the meeting. Each proposal shall be deemed to be passed by a vote if it is approved by more than 50% (inclusive) of the shares held by the holders attending the Holders’ Meeting (except for those that require the approval of more than 2/3 (inclusive) of the shares as stipulated in the ESOP), forming an effective resolution of the Holders’ Meeting;

  2. If the matters resolved at the Holders’ Meeting involve matters that need to be submitted to the Company’s board of directors and general meeting for consideration, they must be submitted to the Company’s board of directors and general meeting for consideration in accordance with the provisions of the Articles of Association;

  3. The host of the meeting shall arrange for record keeping for the Holders’ Meeting.

(VI) Employees who individually or collectively hold 10% or more (inclusive) of the ESOP may submit provisional proposals to the Holders’ Meeting, and the provisional proposals must be submitted to the Management Committee 3 days before the Holders’ Meeting.

(VII) Holders who individually or collectively hold 30% or more (inclusive) of the ESOP may propose to convene a provisional meeting. The Holders’ Meeting can only be held if the holders who hold 50% or more (inclusive) of the ESOP in aggregate are present.

Article 14 Management Committee

(I) The ESOP shall set up a Management Committee which is responsible for the ESOP, and is the daily supervision and management organization of the ESOP.

(II) The Management Committee comprises of three members including one chairman. All members of the Management Committee shall be elected by the Holders’ Meeting. The chairman of the Management Committee shall be elected by more than half of all members of the Management Committee. The term of office of members of the Management Committee shall be the term of the ESOP.

(III) Members of the Management Committee has the following fiduciary duties to the ESOP in accordance with laws, regulations and normative documents:

  1. not to take advantage of their position and authority to accept bribes or other illegal income; not to occupy any property of the ESOP;

  2. not to misappropriate funds of the ESOP;


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  1. without the consent of the Management Committee, not to open account under his or her own name or others 'names to deposit assets or funds of the ESOP;

  2. without the consent of the Holders' Meeting, not to lend the funds of the ESOP to others or provide guarantee for others with the properties of the ESOP;

  3. not to take advantage of their positions and authority to jeopardize the interests of the ESOP;

  4. do not disclose trade secrets related to the ESOP without authorization;

  5. other obligations as specified by laws, regulations and normative documents.

Where a member of the Management Committee causes any loss to the ESOP due to his or her breach of fiduciary duties, he or she shall be liable for compensation.

(IV) The Management Committee shall discharge the following functions and authority:

  1. convene Holders' Meetings (excluding the first Holders' Meeting), and exercise the resolutions proposed on Holders' Meetings;

  2. supervise the daily management of the ESOP on behalf of all holders;

  3. exercise the shareholders' rights on behalf of all holders;

  4. manage the allocation of properties of the ESOP;

  5. make decisions on the non-trading transfer of the underlying stocks of the ESOP to the holder's personal securities account;

  6. handle inheritance registration of the shares under the ESOP;

  7. open securities accounts, capital accounts and other related accounts for the ESOP;

  8. sign relevant documents on behalf of all holders;

  9. decide on and implement the reduction arrangement of the ESOP;

  10. other functions and authority as delegated by the Holders' Meeting;

  11. other duties to be performed by the Management Committee as stipulated in this draft ESOP and relevant laws, regulations and normative documents.


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(V) The chairman of the Management Committee shall discharge the following functions and authority:

  1. preside over Holders’ Meetings and convene and preside over the meetings of the Management Committee;
  2. supervise and inspect the execution of resolutions of the Holders’ Meetings and the Management Committee meetings;
  3. other functions and authority as delegated by the Management Committee.

(VI) The Management Committee holds meetings from time to time, which shall be convened by the chairman of the Management Committee, and all members of the Management Committee shall be notified in writing 3 days before the meeting. If all members of the Management Committee unanimously agree on the voting matters, they may convene and vote by means of communication.

The above notice time limit may be waived with the consent of each member of the Management Committee. If the situation urgently requires convening an emergency meeting of the Management Committee as soon as possible, the meeting notice may be issued by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.

The content of the notice shall include the following:

  1. date and venue of the meeting;
  2. duration of the meeting;
  3. reasons for and agenda of the meeting;
  4. date of issuance of the notice.

(VII) Holders representing 30% or more of the shares of the ESOP and 1/3 or more of the members of the Management Committee may propose to convene a provisional meeting of the Management Committee. The chairman of the Management Committee shall convene and preside over Management Committee meetings within 5 days after receiving the proposal.


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(VIII) The Management Committee may propose to convene a provisional meeting of the Management Committee. The chairman of the Management Committee shall convene and preside over Management Committee meetings within 3 days after receiving the proposal.

(IX) Management Committee meetings shall be held only when more than half of the members of the Management Committee are present. A resolution made by the Management Committee must be approved by more than half of all members of the Management Committee. One member of the Management Committee will enjoy one vote regarding the voting on resolutions at the Management Committee meetings.

(X) The voting for resolutions of the Management Committee shall be conducted by open ballot. On the premise that the members of the Management Committee can fully express their opinions, the Management Committee meetings can be held by communication/ fax to adopt resolutions which shall be signed by the members of the Management Committee attending the meeting.

(XI) The members of the Management Committee shall attend the Management Committee meetings in person. If the members of the Management Committee are unable to attend the meeting, they may entrust other members of the Management Committee to attend the meeting on their behalf in writing. The power of attorney shall specify the name, entrusting matters, scope of authorization and term of validity, and shall be signed or sealed by the principal. Members of the Management Committee who attends the meeting on their behalf shall exercise the rights of members of the Management Committee within the scope of authorization. If a member of the Management Committee does not attend a meeting of the Management Committee or entrust a proxy to attend, he/she shall be deemed to have given up his/her right to vote at the meeting.

(XII) The Management Committee shall make minutes of the decisions on the matters discussed at the meeting, which shall be signed by the members of the Management Committee present at the meeting.

(XIII) The minutes of the meeting of the Management Committee include the following contents:

  1. date and venue of the meeting and name of the convener;
  2. names of the members attending the Management Committee meeting and names of the members (agents) of the Management Committee entrusted by others to attend the Management Committee meeting;

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  1. agenda of the meeting;
  2. key points of speeches by members of the Management Committee;
  3. the voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstention).

Article 15 Risk Prevention and Isolation Measures of the ESOP

  1. The assets of the ESOP are independent of the inherent property of the Company. The Company shall not appropriate or misappropriate the assets of the ESOP or confuse the assets of the ESOP with the inherent assets of the Company in any other form.
  2. The ESOP and the corresponding Administrative Measures for the Employee Stock Ownership Plan clearly stipulate the rights and obligations of the Management Committee and the sufficient risk prevention and isolation measures.
  3. After approved by the general meeting, the ESOP will be managed by the Company itself. The ESOP may engage professional institutions with relevant qualifications to provide consulting, management and other services for the ESOP depending on its implementation.

CHAPTER V AMENDMENT TO AND TERMINATION OF THE ESOP AND DISPOSAL OF HOLDERS' INTERESTS

Article 16 Change, Merger or Division of De Facto Control of the Company

If, due to any reason, the actual controller of the Company changes, or there is a merger, division or other situations, the ESOP will remain unchanged.

Article 17 Amendment to the ESOP

During the term of the ESOP, changes to the ESOP, including but not limited to the way of capital contribution by the holders, the way of acquiring interests by the holders, the basis for determining the holders, the size of funds, the source of shares, the size of shares, the extension of the term, the purchase price, interests unlocking arrangement, and the assessment setting, shall be submitted to the board of directors of the Company for consideration and approval. Changes exceeding the upper limit of the size of funds and the number of shares specified in Chapter IV of this draft (except for the number of shares adjusted due to the implementation of interests distribution), purchase price (except for the price adjustment due to the distribution of interests), interests unlocking arrangement, and the assessment setting need to be reviewed and approved by the general meeting.


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Article 18 Termination of the ESOP

(I) The ESOP shall be terminated automatically upon the expiration of its term (including any term extension).

(II) After the expiration of the lock-up period and before the expiration of the term of the ESOP, when all the shares under the ESOP are transferred to the holder’s personal securities account through Shenzhen Stock Exchange and Securities Depository and Clearing Corporation System or the assets under the ESOP are monetary funds or all the remaining underlying shares are disposed of by other means permitted by laws and regulations, the ESOP may be terminated in advance.

(III) The term of the ESOP may be extended one month before the expiry of the term of the ESOP, as agreed by the holders holding more than two-thirds (inclusive) of the total units and attending the Holders’ Meeting, and as considered and approved by the Board of Directors. The ESOP will be terminated automatically after the expiry of the extension period.

(IV) If the Company’s shares held by the ESOP cannot be fully realized before the expiration of the term due to the suspension of trading of the Company’s shares or the short window period, the term of the ESOP may be extended, as agreed by the holders holding more than two-thirds (inclusive) of the total units and attending the Holders’ Meeting, and as considered and approved by the Board of Directors.

(V) If the ESOP loses its incentive significance and fails to achieve the corresponding incentive effect due to changes in the economic situation, market industry and other factors, the ESOP may be terminated in advance, as agreed by the holders holding more than two-thirds (inclusive) of the total units and attending the Holders’ Meeting, and as considered and approved by the Board of Directors. The unlocked underlying share rights can be recovered by the Management Committee of the ESOP and sold as appropriate, and funds acquired belong to the Company. The amount of the original capital contribution of the Company plus the interest calculated according to a bank’s one-year loan interest rate (LPR) for the same period will be returned to the holders. If there is still income after returning it to the holders, the income will be enjoyed by the Company; Or dispose of the corresponding underlying shares through other methods permitted by laws and regulations.

(VI) Except for the above circumstances, the termination of the ESOP must be agreed by the holders holding more than one-half (inclusive) of the total units and attending the Holders’ Meeting, considered and approved by the Board of Directors, and submitted to the general meeting for review and approval before implementation.


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Article 19 Measures for Disposal of Interests and Methods for Distribution of Profit and Loss after Expiration of the ESOP

(I) When the term of the ESOP is not extended or terminated early, the Holders’ Meeting shall authorize the Management Committee to complete the liquidation within 15 working days from the date of expiration or termination after deducting relevant taxes and fees according to law, and distribute according to the shares held by the holders.

(II) After the end of the lock-up period, the Management Committee will sell the corresponding underlying shares according to the authorization of the Holders’ Meeting as appropriate during the term, and distribute the cash assets obtained from the sale of the underlying shares and other cash assets in the fund account of the ESOP according to the share held by the holder after deducting the personal income tax, stamp duty and other taxes payable by the holders according to law, or transfer all or part of the corresponding underlying shares to the holder’s personal securities account without trading according to the share held by the holder; Or dispose of the corresponding underlying shares through other means permitted by laws and regulations.

(III) After the expiration of the term of the ESOP, if all the underlying shares held by the ESOP have not been sold or transferred to the holder’s personal securities account without trading, and the term of the ESOP is not extended, the specific disposal measures shall be determined by the Management Committee.

Article 20 Information on Shareholders’ Rights Corresponding to the Shares Held under the ESOP and Arrangements for Holders’ Rights to Possess, Use, Benefit from and Dispose of Shares

(I) The holders of the ESOP enjoy asset income rights of the shares held by the ESOP according to the actual capital contribution share. The ESOP voluntarily waives the voting rights of the shares held by the ESOP, and the holders of the ESOP will also waive the voting rights of the Company’s shares indirectly held by participating in the ESOP. The corresponding shares acquired through the ESOP by holders enjoy other shareholders’ rights other than the voting rights at the general meeting of listed companies (including dividend rights, allotment rights, conversion of shares and other asset income rights).

(II) Within the term of the ESOP, unless otherwise stipulated in laws, regulations and normative documents or upon approval of the Management Committee, the shares of the ESOP held by the holders shall not be canceled, transferred or used for mortgage, pledge, guarantee, repayment of debts or other similar disposals.

(III) During the lock-up period, the holders shall not request the distribution of interests of the ESOP.

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(IV) During the lock-up period, when the Company converts capital reserve into share capital and distributes bonus shares, the newly acquired shares under the ESOP due to the holding of shares of the Company shall be locked up together, and may not be sold or otherwise transferred in secondary markets. The unlocking period of such shares is the same as the correcting underlying shares.

(V) After the end of the lock-up period, the Management Committee will sell the corresponding underlying shares as appropriate according to the authorization of the Holders’ Meeting during the term, and distribute the cash assets obtained from the sale of the underlying shares and other cash assets in the fund account of the ESOP according to the share held by the holder after deducting the personal income tax, stamp duty and other taxes payable by the holder according to law, or transfer all or part of the corresponding underlying shares to the holder’s personal securities account without trading according to the share held by the holder; Or dispose of the corresponding underlying shares through other means permitted by laws and regulations.

(VI) After the end of the lock-up period of the ESOP and during the term of the ESOP, when cash or other distributable income is obtained from the trading of the underlying shares held by the ESOP, the ESOP can distribute them in each fiscal year. According to the authorization of the Holders’ Meeting, the Management Committee decides whether to distribute the aforementioned income. If it decides to distribute, the Holders’ Meeting authorizes the Management Committee to do so according to the share held by the holders after deducting relevant taxes and fees according to law.

(VII) During the lock-up period, when the Company pays dividends, the cash dividends obtained by the ESOP for holding the Company’s shares will be included in the monetary assets of the ESOP, and will not be distributed separately for the time being. After the lock-up period of the ESOP ends, the Company will uniformly distribute the cash dividends corresponding to the underlying shares that the holders can actually unlock, but not distribute the cash dividends of the underlying shares that the holders fail to unlock after the lock-up period expires. After the end of the lock-up period and during the term of the ESOP, when the Company pays dividends, the cash dividends obtained by the ESOP for holding shares of the Company are included in the monetary assets of the ESOP and distributed in accordance with the above principles.

(VIII) In case of other unagreed matters, the disposal method of the ESOP shares held by the holders shall be determined by the Holders’ Meeting.

(IX) During the term of the ESOP, when the Company raises funds by placement of shares, issuance of new shares, issuance of convertible bonds, etc., the Management Committee shall decide whether to participate and determine relevant funding plan, and submit to the Holders’ Meeting for consideration.

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Article 21 Measures for Disposal of Holders' Interests Upon Change of Holders

(I) If the holder has changed his/her position, but still holds the position of the Company or a subsidiary in the consolidated statement of the Company, the share granted to the holder shall be completely in accordance with the procedures stipulated in the ESOP before the change of position.

However, if the holder changes his/her position due to incompetence for the position, violation of the law, violation of professional ethics, disclosure of the Company's secrets, neglect or dereliction of duty and other acts that damage the Company's interests or reputation, the Management Committee shall decide whether to return to the Company all the income obtained by the holder from participating in the ESOP from the date of occurrence. The Management Committee has the right to disqualify the holder from participating in the ESOP. The yet unlocked shares and the unlocked but not yet distributed shares of the holder shall be recovered by the Management Committee according to the original capital contribution and sold as appropriate, and the acquired funds shall be enjoyed by the Company; Or dispose of the corresponding underlying shares through other means permitted by laws and regulations. At the same time, if the circumstances are serious, the Company may also recover the losses suffered by the Company in accordance with the provisions of relevant laws and regulations.

(II) If the holder serves as an independent director of the Company or other person who cannot hold the shares of the ESOP of the Company, the unlocked shares (including the shares that meet the lock-up period requirements and the unlocked requirements but have not been distributed) shall be enjoyed by the holder from the date of the occurrence. The unlocked part will no longer be enjoyed by the holder, and the unlocked share of the ESOP will be recovered by the Management Committee and sold as appropriate according to the original capital contribution plus a bank's one-year loan interest rate (LPR) for the same period, and the funds obtained belong to the Company; Or dispose of the corresponding underlying shares through other means permitted by laws and regulations. Before leaving the Company, the holder needs to pay the personal income tax involved in the distributed income to the Company.

(III) When the holder encounters any of the following circumstances, the unlocked part of the holder from the date of occurrence (including shares that meet the lock-up period requirements and unlocking requirements but have not yet been distributed) are enjoyed by the holder. The unlocked shares shall no longer be enjoyed by the holder, and the unlocked shares of the ESOP shall be recovered by the Management Committee according to the original capital contribution and sold as appropriate, and the funds obtained shall be enjoyed by the Company; Or dispose of the corresponding underlying shares through other means permitted by laws and regulations. Before leaving the Company, the holder needs to pay the personal income tax involved in the distributed income to the Company.


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  1. has been determined by any stock exchange as an ineligible person in the last 12 months;
  2. has been determined by the CSRC and its delegated agencies as an ineligible person in the last 12 months;
  3. has been imposed by the CSRC or its delegated agencies with administrative penalties or measures prohibiting access into the market in the last 12 months due to material non-compliance of laws or regulations;
  4. is prohibited from acting as a Director or a member of the senior management as required by the Company Law;
  5. is prohibited from participating in the ESOP of listed companies as required by laws and regulations;
  6. is under other circumstances determined by the CSRC.

(IV) If the holder resigns due to resignation, termination of the labor contract/employment agreement by both parties, non-renewal after expiration of the labor contract, etc., the unlocked part (including the shares that meet the lock-up period requirements and unlocked requirements but have not yet been distributed) shall be enjoyed by the holder from the date of occurrence. The unlocked part will no longer be enjoyed by the holder, and the unlocked share of the ESOP will be recovered by the Management Committee according to the sum of the original capital contribution plus the interest calculated according to a bank's one-year loan rate (LPR) for the same period and sold as appropriate, and the obtained funds will be enjoyed by the Company; Or dispose of the corresponding underlying shares through other means permitted by laws and regulations. Before leaving the Company, the holder needs to pay the personal income tax involved in the distributed income to the Company.

However, if the Company or its subsidiaries terminate the labor relationship with the holder due to the holder's incompetence for the position, violation of the law, violation of professional ethics, disclosure of Company secrets, neglect or dereliction of duty and other acts that damage the interests or reputation of the Company, the Management Committee shall decide whether to return all the income obtained by the holder from participating in the ESOP to the Company from the date of occurrence. The Management Committee has the right to disqualify the holder from participate in the ESOP. The holder's unlocked shares and unlocked but not yet distributed shares shall be recovered by the Management Committee according to the original capital contribution and sold as appropriate, and the funds obtained shall be enjoyed by the Company; Or dispose of the corresponding underlying shares through other means permitted by laws and regulations.


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At the same time, if the circumstances are serious, the Company may also recover the losses suffered by the Company in accordance with the provisions of relevant laws and regulations. Before leaving the Company, the holder needs to pay the personal income tax involved in the distributed income to the Company.

(V) if the holder leaves his post due to retirement and no longer works in the Company, the unlocked part (including the shares that meet the lock-up period requirements and the unlocking requirements but have not yet been distributed) shall be enjoyed by the holder from the date of occurrence. The unlocked part will no longer be enjoyed by the holder, and the unlocked share of the ESOP will be recovered by the Management Committee according to the sum of the original capital contribution plus the interest calculated according to a bank's one-year loan rate (LPR) for the same period and sold as appropriate, and the obtained funds will be enjoyed by the Company; Or dispose of the corresponding underlying stocks through other means permitted by laws and regulations. Before leaving the Company, the holder needs to pay the personal income tax involved in the distributed income to the Company.

If the holder retires and is being re-employed, the interests of the ESOP held by the holder will not be changed, and it will be carried out according to the procedures stipulated in the ESOP before retirement.

(VI) If the holder loses the ability to work and leaves his/her job, it shall be dealt with in the following two situations:

  1. When the holder leaves his/her post due to his/her incapacity to work in performing his/her duties, the interests of the ESOP held by him/her will not be changed, but shall be disposed of according to the procedures stipulated in the ESOP before the holder lost his/her ability to work. The Management Committee may decide that his/her personal performance appraisal conditions will no longer be included in the unlocking conditions. Before leaving the Company, the holder needs to pay the personal income tax involved in the distributed income to the Company, and should pay the personal income tax involved in the current distribution of interests in time after each subsequent distribution.

  2. If the holder leaves his/her post without losing his/her ability to work in performing his/her duties, the unlocked part (including the shares that meet the requirements of lock-up period and unlocking requirements but have not yet been distributed) shall be enjoyed by the holder. The unlocked part will no longer be enjoyed by the holder, and the unlocked share of the ESOP will be recovered by the Management Committee according to the sum of the original capital contribution plus the interest calculated according to a bank's one-year loan rate (LPR) for the same period and sold as appropriate, and the obtained funds will be enjoyed by the Company; or

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dispose of the corresponding underlying shares through other means permitted by laws and regulations. Before leaving the Company, the holder needs to pay the personal income tax involved in the distributed income to the Company.

(VII) The death of the holder shall be dealt with in the following two situations:

  1. If the holder dies in performing his/her duties, the share of the ESOP held by him/her will be held by his/her designated property heir or legal heir on his/her behalf, and the interests of the ESOP held by him/her will not be changed, but shall be disposed of according to the procedures stipulated in the ESOP before the death of the holder, and his/her personal performance appraisal will no longer be included in the unlocking conditions. Before inheritance, the heir needs to pay the personal income tax involved in the distributed income to the Company, and should pay the personal income tax involved in the current distribution of income in time after subsequent distribution of income.

  2. If the holder dies not in performing his/her duties, the unlocked part of the holder (including the shares that meet the requirements of the lock-up period and the unlocking requirements but have not yet been distributed) shall be enjoyed by his/her designated property heir or legal heir. The unlocked part will no longer be enjoyed by the holder, and the unlocked share of the ESOP will be recovered by the Management Committee according to the sum of the original capital contribution plus the interest calculated according to a bank's one-year loan rate (LPR) for the same period and sold as appropriate, and the obtained funds will be enjoyed by the Company; Or dispose of the corresponding underlying shares through other means permitted by laws and regulations. Before inheritance, the heir needs to pay the personal income tax involved in the distributed income to the Company, and should pay the personal income tax involved in the current distribution of income in time after subsequent distribution of income.

(VIII) Change in control of the subsidiary where the holder serves

While the holder works in a subsidiary controlled by the Company, if the Company loses control of the subsidiary and the holder remains in the subsidiary, the unlocked part (including the shares that meet the lock-up period requirements and the unlocking requirements but have not yet been distributed) shall be enjoyed by the holder from the date of occurrence. The unlocked part will no longer be enjoyed by the holder, and the unlocked share of the ESOP will be recovered by the Management Committee according to the sum of the original capital contribution plus the interest calculated according to a bank's one-year loan rate (LPR) for the same period and sold as appropriate, and the obtained funds will be enjoyed by the Company; Or dispose of the corresponding underlying shares through other means permitted by laws and regulations. Before leaving the Company, the holder needs to pay the personal income tax involved in the distributed income to the Company.

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(IX) In case of other circumstances in which the holder is no longer suitable to participate in the ESOP and special circumstances of the holder, the Management Committee shall determine the specific handling method on a case-by-case basis.

In view of the circumstances listed in the above items (I) to (VIII), but due to the special circumstances of the holder, it is really necessary to deviate from the established disposal rules of the aforementioned clauses, the Management Committee shall determine the specific disposal method on a case-by-case basis.

(X) If the holder has the circumstances mentioned in above items (I) to (IX), and his/her shares under the ESOP is recovered by the Management Committee, the Management Committee has the right to recover the cash dividends corresponding to this part of the ESOP share free of charge and return to the Company, and the Company will make corresponding accounting treatment.

CHAPTER VI RIGHTS AND OBLIGATIONS OF THE COMPANY AND THE HOLDERS

Article 22 Rights and Obligations of the Company

(I) Rights of the Company

  1. To supervise the operation of the ESOP and safeguard the interests of holders;
  2. Dispose of the holders' interests in accordance with the relevant provisions of the ESOP;
  3. Other rights stipulated in laws, regulations and normative documents and the ESOP.

(II) Obligations of the Company

  1. Fulfill the information disclosure obligation regarding the ESOP in a truthful, accurate, complete and timely manner;
  2. Open and cancel securities accounts and capital accounts and other corresponding support for the ESOP in accordance with relevant laws, regulations and normative documents;
  3. Withhold and remit taxes and fees that should be withheld and remitted by the Company according to the provisions of national tax laws and regulations;
  4. Other obligations stipulated in laws, regulations and normative documents and the ESOP.

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Article 23 Rights and Obligations of the Holders

(I) Rights of the holders are as follows:

  1. Enjoy the interests of the assets under the ESOP according to its share under the ESOP;
  2. Participate or appoint its agent to attend Holders’ Meetings and exercise the corresponding voting rights;
  3. Supervise the management of the ESOP and make suggestions or inquiries;
  4. Other rights stipulated in laws, regulations and normative documents or the ESOP.

(II) Obligations of the holders are as follows:

  1. During the term of the ESOP, without the consent of the Management Committee, the shares under the ESOP held by the holders shall not be used for mortgage, pledge, guarantee or repayment of debts;
  2. Comply with the ESOP and contribute capital within the agreed period according to the amount subscribed for the ESOP;
  3. Comply with the resolutions of Holders’ Meetings;
  4. Bear the contingent risks of the ESOP according to his/her share under the ESOP;
  5. Bear the statutory share transaction taxes and fees when the ESOP meets the unlocking conditions and the share is sold according to his/her share under the ESOP, and bear the taxes stipulated by the state and other relevant laws, regulations and normative documents after the share is sold due to participation in the ESOP and the ESOP meets the unlocking conditions;
  6. Keep all secrets during the implementation of the ESOP, unless announced by the Company in accordance with the law;
  7. Other obligations stipulated in laws, regulations and normative documents and the Administrative Measures for the Employee Stock Ownership Plan.

APPENDIX III

ADMINISTRATIVE MEASURES FOR THE 2026 A SHARE EMPLOYEE STOCK OWNERSHIP PLAN

CHAPTER VII SUPPLEMENTARY PROVISIONS

Article 24 The consideration and approval of the ESOP by the board of directors and general meeting of the Company does not mean that the holder enjoys the right to continue to serve in the Company and its subordinate enterprises, nor does it constitute the commitment of the Company and its subordinate enterprises to the employment period of employees. The labor/employment relationship between the Company and its subordinate enterprises and employees is still implemented according to the labor/employment contract signed by the Company and its subordinate enterprises and the holder.

Article 25 The financial, accounting treatment and taxation matters of the Company's implementation of the ESOP shall be conducted in accordance with the provisions of relevant financial system, accounting standards and tax system. The relevant personal income tax that employees need to pay due to the implementation of the ESOP shall be borne by the employees themselves.

Article 26 Any dispute or conflicts arising from or related to the ESOP shall be settled by friendly negotiation between the parties concerned. If negotiation fails, either party may file a civil lawsuit with the people's court where the Company is located, and settle it through relevant judicial procedures.

Article 27 If the relevant provisions of the ESOP conflict with the relevant laws, regulations and normative documents, the relevant laws, regulations and normative documents shall be applied.

Article 28 The right to interpret the ESOP belongs to the board of directors of the Company, and it will take effect after it is reviewed and approved by the general meeting of the Company.

Board of Directors of Contemporary Amperex Technology Co., Limited
February 9, 2026


NOTICE OF THE 2025 ANNUAL GENERAL MEETING

CATL

Contemporary Amperex Technology Co., Limited

寧德時代新能源科技股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3750)

NOTICE OF THE 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2025 annual general meeting (the “AGM”) of Contemporary Amperex Technology Co., Limited (the “Company”) will be held at Meeting Room, Level 1, Technology Building, No. 2 Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province, PRC on Friday, April 3, 2026 at 3 p.m. for the following purposes. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated March 9, 2026.

Ordinary Resolutions

  1. To consider and approve the 2025 Annual Report and its summary;
  2. To consider and approve the 2025 work report of the Board;
  3. To consider and approve the 2025 Profit Distribution Plan;
  4. To consider and approve the authorization to the Board to determine the 2026 interim profit distribution plan;
  5. To consider and approve the confirmation of the remuneration of Directors for 2025 and the remuneration plan for 2026;
  6. To consider and approve the proposed purchase of liability insurance for Directors and senior management of the Company;
  7. To consider and approve the re-appointment of auditor for 2026;
  8. To consider and approve the application to financial institutions for integrated bank credit facilities for 2026;
  9. To consider and approve the estimated cap for provision of guarantee in 2026;
  10. To consider and approve the hedging plans for 2026;
  11. To consider and approve the entrusted wealth management plan for 2026;

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NOTICE OF THE 2025 ANNUAL GENERAL MEETING

  1. To consider and approve the proposed grant of general mandate to issue bonds; and
  2. To consider and approve the proposed change in the use of proceeds raised from A shares.

Special Resolutions

  1. To consider and approve:

“THAT:

(1) a general mandate be and is hereby generally and unconditionally given to the Directors and then to delegate to the chairman of the Board and his authorized person(s) by the Board during the Relevant Period (as defined below) to decide to issue, allot and deal with H shares and/or options (including convertible bonds and other securities with the right to subscribe for or convert into new H shares) separately or concurrently depending on market conditions and the needs of the Company's business development, within a limit not exceeding 5% of the total number of the Shares in issue (excluding any treasury shares) as at the date of this resolution being considered and approved at the shareholders' meeting;
(2) the general mandate in paragraph (1) above shall authorize the Directors and then to delegate to the chairman of the Board and his authorized person(s) by the Board during the Relevant Period to approve, sign and make or cause to be signed and made all documents, deeds and matters that they deem related to the exercise of the general mandate mentioned above;
(3) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until the earlier of: (i) date of the 2026 annual general meeting to be held in 2027; and (ii) the revocation or variation of the authority given to the Directors of the Company under this resolution by way of resolution at any general meeting of the Company”;

  1. To consider and approve the proposed adoption of the 2026 A Share Employee Stock Ownership Plan and its summary;
  2. To consider and approve the proposed adoption of the Administrative Measures for the 2026 A Share Employee Stock Ownership Plan; and

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NOTICE OF THE 2025 ANNUAL GENERAL MEETING

  1. To consider and approve the proposed grant of full authority to the Board to handle all specific matters related to the 2026 A Share Employee Stock Ownership Plan.

By Order of the Board

Contemporary Amperex Technology Co., Limited

Mr. Zeng Yuqun

Chairman of the Board and executive Director

Hong Kong, March 9, 2026

Registered Office in Mainland China and

Headquarters:

No. 2 Xingang Road, Zhangwan Town

Jiaocheng District, Ningde City

Fujian Province

PRC

Principal Place of Business in Hong Kong:

13/F, LKF29

29 Wyndham Street

Central

Hong Kong

Notes:

(1) For details of the resolutions to be considered in the AGM, please refer to the circular of the Company dated March 9, 2026.

(2) A shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company. For the avoidance of doubt, holders of treasury shares of the Company (if any) are not entitled to vote at the AGM.

(3) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

(4) In order to be valid, the completed form of proxy, must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wan Chai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 24 hours before the time appointed for holding the above meeting (i.e. not later than 3 p.m. on Thursday, April 2, 2026) or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

(5) The register of members of the Company will be closed from Monday, March 30, 2026 to Thursday, April 2, 2026, both days inclusive, in order to determine the eligibility of shareholders to attend the above meeting, during which period no share transfers will be registered. The record date for determining the eligibility of holders of H Shares to attend and vote at the AGM will be Thursday, April 2, 2026. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, March 27, 2026.

(6) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.