GoodWe Technologies Co., Ltd. Announces Resolutions of the Third Meeting of the Fourth Board of Directors

MaticHoleFiller

2026-03-28 00:21:43

Securities Code: 688390 Securities Abbreviation: GoodWe Announcement No.: 2026-013

GoodWe Technology Co., Ltd.

Announcement of Resolutions of the Third Meeting of the Fourth Board of Directors

The Board of Directors of this company and all directors guarantee that the content of this announcement does not have any false records, misleading statements, or major omissions, and they bear legal responsibility for the authenticity, accuracy, and completeness of its content.

Meeting of the Board of Directors

GoodWe Technology Co., Ltd. (hereinafter referred to as “the Company”) held the third meeting of the fourth Board of Directors on March 17, 2026, in the company’s conference room, which was conducted by combining on-site and remote voting. The meeting notice was delivered to all directors of the Company via communication on March 7, 2026. There were 7 directors expected to attend, and 7 directors actually attended, meeting the relevant provisions of the Company Law and the Articles of Association. The meeting was chaired by Mr. Huang Min, the chairman.

Review of the Board Meeting

(1) Reviewed and approved the “Proposal on Adjusting the Relevant Matters of the Initial Grant of the 2026 Restricted Stock Incentive Plan.”

In light of the departure of 3 incentive targets identified in the Company’s “2026 Restricted Stock Incentive Plan (Draft),” the Board agreed to cancel the grant of 7,000 restricted stocks originally planned for them. The Board approved adjustments to the list of incentive targets and the number of incentive stocks for the initial grant of the 2026 restricted stock incentive plan. After this adjustment, the number of initial grant incentive targets was reduced from 391 to 388, and the number of initial grant incentive stocks was adjusted from 2,910,930 shares to 2,903,930 shares.

For more details, please refer to the announcement “Proposal on Adjusting the Relevant Matters of the Initial Grant of the 2026 Restricted Stock Incentive Plan” (Announcement No.: 2026-014) disclosed by the Company on the Shanghai Stock Exchange website (www.sse.com.cn) on March 18, 2026.

The Company’s Compensation and Evaluation Committee expressed agreement on this matter.

Voting results: Agree: 5 votes; Oppose: 0 votes; Abstain: 0 votes. Related directors Pan Donghua and Hou Xiangyong abstained from voting.

(2) Reviewed and approved the “Proposal on the Initial Grant of Restricted Stocks to Incentive Targets.”

According to the “Administrative Measures for Equity Incentives of Listed Companies,” the Company’s “2026 Restricted Stock Incentive Plan (Draft)” and its summary, as well as the authorization from the Company’s second extraordinary general meeting of shareholders in 2026, the Board believes that the conditions for the initial grant stipulated in the 2026 Restricted Stock Incentive Plan have been fulfilled. It agrees to set March 17, 2026, as the initial grant date, with a grant price of 37.24 yuan/share, granting 2,903,930 restricted stocks to 388 eligible incentive targets.

For more details, please refer to the announcement “Announcement on the Initial Grant of Restricted Stocks to Incentive Targets” (Announcement No.: 2026-015) disclosed by the Company on the Shanghai Stock Exchange website (www.sse.com.cn) on March 18, 2026.

The Company’s Compensation and Evaluation Committee expressed agreement on this matter.

Voting results: Agree: 5 votes; Oppose: 0 votes; Abstain: 0 votes. Related directors Pan Donghua and Hou Xiangyong abstained from voting.

This announcement is hereby made.

GoodWe Technology Co., Ltd.

Board of Directors

March 18, 2026

Securities Code: 688390 Securities Abbreviation: GoodWe Announcement No.: 2026-014

GoodWe Technology Co., Ltd.

Announcement on Adjusting the Relevant Matters of the Initial Grant of the 2026 Restricted Stock Incentive Plan

GoodWe Technology Co., Ltd. (hereinafter referred to as “the Company”) held the third meeting of the fourth Board of Directors on March 17, 2026, and reviewed and approved the “Proposal on Adjusting the Relevant Matters of the Initial Grant of the 2026 Restricted Stock Incentive Plan.” The adjustment announcement of the initial grant of the 2026 Restricted Stock Incentive Plan (hereinafter referred to as “this incentive plan”) is as follows:

Decision-making procedures and information disclosure for the restricted stock grant that have been fulfilled
On January 7, 2026, the Company held the second meeting of the fourth Board of Directors, which reviewed and approved the “Proposal on the Company’s ‘2026 Restricted Stock Incentive Plan (Draft)’ and its Summary,” the “Proposal on the Company’s ‘Implementation and Assessment Management Measures for the 2026 Restricted Stock Incentive Plan,’” and the “Proposal on Requesting Shareholders’ Meeting to Authorize the Board of Directors to Handle Matters Related to the 2026 Restricted Stock Incentive Plan,” among other proposals. These proposals were reviewed and approved by the Compensation and Evaluation Committee of the Board before being submitted to the Board for review, and the Committee also issued verification opinions on the relevant matters of this incentive plan.
From January 7 to January 16, 2026, the Company publicly announced the names and positions of the incentive targets for the initial grant of this incentive plan. During the announcement period, the Compensation and Evaluation Committee of the Board did not receive any objections regarding the incentive targets. On January 17, 2026, the Compensation and Evaluation Committee disclosed the “Explanation of Public Announcement and Verification Opinions on the List of Some Incentive Targets for the Initial Grant of the 2026 Restricted Stock Incentive Plan” (Announcement No.: 2026-007) on the Shanghai Stock Exchange website (www.sse.com.cn).
On January 23, 2026, the Company held the second extraordinary general meeting of shareholders in 2026, which reviewed and approved the “Proposal on the Company’s ‘2026 Restricted Stock Incentive Plan (Draft)’ and its Summary,” the “Proposal on the Company’s ‘Implementation and Assessment Management Measures for the 2026 Restricted Stock Incentive Plan,’” and the “Proposal on Requesting Shareholders’ Meeting to Authorize the Board of Directors to Handle Matters Related to the 2026 Restricted Stock Incentive Plan.” On January 24, 2026, the Company disclosed the “Self-Inspection Report on Insider Trading and Selling of Company Stocks by Incentive Targets of the 2026 Restricted Stock Incentive Plan” (Announcement No.: 2026-008) on the Shanghai Stock Exchange website (www.sse.com.cn).
On March 17, 2026, the Company held the third meeting of the fourth Board of Directors, which reviewed and approved the “Proposal on Adjusting the Relevant Matters of the Initial Grant of the 2026 Restricted Stock Incentive Plan” and the “Proposal on the Initial Grant of Restricted Stocks to Incentive Targets.” These proposals were reviewed and approved by the Compensation and Evaluation Committee of the Board before being submitted to the Board for review; the Committee verified the list of incentive targets for the initial grant and issued verification opinions.
Explanation of adjustments to the relevant matters of the initial grant of the restricted stock incentive plan

Due to the departure of the 3 incentive targets identified in the Company’s “2026 Restricted Stock Incentive Plan (Draft),” the Company intends to cancel the grant of 7,000 restricted stocks originally planned for them. After this adjustment, the number of initial grant incentive targets was reduced from 391 to 388, and the number of initial grant incentive stocks was adjusted from 2,910,930 shares to 2,903,930 shares.

Except for the above adjustment, the contents of this incentive plan are consistent with those approved by the Company’s second extraordinary general meeting of shareholders in 2026, and there are no discrepancies.

The impact of this adjustment on the Company

This adjustment to the relevant matters of the initial grant of the 2026 Restricted Stock Incentive Plan will not have a substantial and significant impact on the Company’s financial status and operating results.

Opinion of the Compensation and Evaluation Committee

The Compensation and Evaluation Committee believes that, due to the departure of the 3 incentive targets identified in the Company’s “2026 Restricted Stock Incentive Plan (Draft),” the Company intends to cancel the grant of 7,000 restricted stocks originally planned for them. After this adjustment, the number of initial grant incentive targets was reduced from 391 to 388, and the number of initial grant incentive stocks was adjusted from 2,910,930 shares to 2,903,930 shares.

Except for the above adjustment, the other contents of the restricted stock incentive plan being implemented are consistent with those of the “2026 Restricted Stock Incentive Plan (Draft)” approved by the Company’s second extraordinary general meeting of shareholders in 2026.

This adjustment to the relevant matters of the initial grant of the 2026 Restricted Stock Incentive Plan complies with the “Administrative Measures for Equity Incentives of Listed Companies,” the Company’s “2026 Restricted Stock Incentive Plan (Draft),” and its summary, and does not harm the interests of the Company’s shareholders. This adjustment is within the scope authorized by the Company’s second extraordinary general meeting of shareholders to the Board of Directors, and the adjustment procedures are legal and compliant. The adjusted initial grant incentive targets all meet the conditions for incentive targets stipulated in the “Administrative Measures for Equity Incentives of Listed Companies,” the Company’s “2026 Restricted Stock Incentive Plan (Draft),” and other relevant documents, and their status as incentive targets for this initial grant of the incentive plan is legal and effective. This adjustment to the relevant matters of the initial grant of the 2026 Restricted Stock Incentive Plan will not have a significant impact on the Company’s financial status and operating results, and we agree to the above adjustment.

Conclusive opinion of the legal opinion letter

Lawyers from Beijing Tianyuan Law Firm Shanghai Branch believe that, as of the date of this legal opinion, the Company has obtained the necessary approvals and authorizations for the adjustment of this incentive plan and this grant; the conditions for this grant have been fulfilled; the determination of the grant date for this incentive plan has followed the necessary procedures, and this grant date complies with the relevant provisions of the “Administrative Measures” and “Incentive Plan”; this grant still needs to fulfill information disclosure obligations as required by law.

This announcement is hereby made.

GoodWe Technology Co., Ltd.

Board of Directors

March 18, 2026

Securities Code: 688390 Securities Abbreviation: GoodWe Announcement No.: 2026-015

GoodWe Technology Co., Ltd.

Announcement on the Initial Grant of Restricted Stocks to Incentive Targets

Important content reminder:

● Initial grant date of restricted stocks: March 17, 2026

● Number of restricted stocks for initial grant: 2,903,930 shares, accounting for 1.19% of the Company’s current total share capital of 24,306,221.7 shares.

● Equity incentive method: Second type of restricted stocks

GoodWe Technology Co., Ltd. (hereinafter referred to as “the Company”) has fulfilled the conditions for the initial grant of restricted stocks as stipulated in the “2026 Restricted Stock Incentive Plan (Draft)” (hereinafter referred to as “the Draft Incentive Plan” or “this incentive plan”). According to the authorization from the Company’s second extraordinary general meeting of shareholders in 2026, the Company held the third meeting of the fourth Board of Directors on March 17, 2026, and reviewed and approved the “Proposal on the Initial Grant of Restricted Stocks to Incentive Targets,” determining March 17, 2026, as the initial grant date and granting 2,903,930 restricted stocks at a price of 37.24 yuan/share to 388 incentive targets. The relevant matters are explained as follows:

Situation of restricted stock grant

(1) Procedures for decision-making and information disclosure that have been fulfilled for this restricted stock grant

On January 7, 2026, the Company held the second meeting of the fourth Board of Directors, which reviewed and approved the “Proposal on the Company’s ‘2026 Restricted Stock Incentive Plan (Draft)’ and its Summary,” the “Proposal on the Company’s ‘Implementation and Assessment Management Measures for the 2026 Restricted Stock Incentive Plan,’” and the “Proposal on Requesting Shareholders’ Meeting to Authorize the Board of Directors to Handle Matters Related to the 2026 Restricted Stock Incentive Plan,” among others. These proposals were reviewed and approved by the Compensation and Evaluation Committee of the Board before being submitted to the Board for review, and the Committee also issued verification opinions on the relevant matters of this incentive plan.
From January 7 to January 16, 2026, the Company publicly announced the names and positions of the incentive targets for the initial grant of this incentive plan. During the announcement period, the Compensation and Evaluation Committee of the Board did not receive any objections regarding the incentive targets. On January 17, 2026, the Compensation and Evaluation Committee disclosed the “Explanation of Public Announcement and Verification Opinions on the List of Some Incentive Targets for the Initial Grant of the 2026 Restricted Stock Incentive Plan” (Announcement No.: 2026-007) on the Shanghai Stock Exchange website (www.sse.com.cn).
On January 23, 2026, the Company held the second extraordinary general meeting of shareholders in 2026, which reviewed and approved the “Proposal on the Company’s ‘2026 Restricted Stock Incentive Plan (Draft)’ and its Summary,” the “Proposal on the Company’s ‘Implementation and Assessment Management Measures for the 2026 Restricted Stock Incentive Plan,’” and the “Proposal on Requesting Shareholders’ Meeting to Authorize the Board of Directors to Handle Matters Related to the 2026 Restricted Stock Incentive Plan.” On January 24, 2026, the Company disclosed the “Self-Inspection Report on Insider Trading and Selling of Company Stocks by Incentive Targets of the 2026 Restricted Stock Incentive Plan” (Announcement No.: 2026-008) on the Shanghai Stock Exchange website (www.sse.com.cn).
On March 17, 2026, the Company held the third meeting of the fourth Board of Directors, which reviewed and approved the “Proposal on Adjusting the Relevant Matters of the Initial Grant of the 2026 Restricted Stock Incentive Plan” and the “Proposal on the Initial Grant of Restricted Stocks to Incentive Targets.” These proposals were reviewed and approved by the Compensation and Evaluation Committee of the Board before being submitted to the Board for review; the Committee verified the list of incentive targets for the initial grant and issued verification opinions.

(2) Differences between the implemented equity incentive plan and the equity incentive plan approved by the shareholders’ meeting

(3) Explanation by the Board of Directors regarding compliance with grant conditions, and opinions of the Compensation and Evaluation Committee

The Board of Directors’ explanation regarding whether this grant meets the conditions

According to the provisions of the grant conditions in the “Incentive Plan (Draft),” the incentive targets must meet the following conditions to be granted restricted stocks:

(1) The company has not occurred any of the following situations:

① The financial accounting report for the most recent accounting year has been given a negative opinion or unable to express an opinion audit report by a registered accountant;

② The internal control of the financial report for the most recent accounting year has been given a negative opinion or unable to express an opinion audit report by a registered accountant;

③ Within the last 36 months after listing, there have been situations of not distributing profits according to laws and regulations, the articles of association, or public commitments;

④ Provisions of laws and regulations that prohibit the implementation of equity incentives;

⑤ Other situations recognized by the China Securities Regulatory Commission.

(2) The incentive targets have not occurred any of the following situations:

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

② Identified as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

③ Subject to administrative penalties or market entry restrictions by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months due to major violations;

④ Ineligible to serve as senior management personnel as per the provisions of the Company Law of the People’s Republic of China;

⑤ Provisions of laws and regulations that prohibit participation in equity incentives of listed companies;

⑥ Other situations recognized by the China Securities Regulatory Commission.

The Board of Directors conducted a careful review and confirmed that neither the Company nor the incentive targets had any of the above situations, nor were there any other circumstances that would prevent granting or disqualifying them as incentive targets; the conditions for this incentive plan have been fulfilled.

The opinion of the Compensation and Evaluation Committee regarding whether this grant meets the conditions

The Compensation and Evaluation Committee believes that: according to the “Administrative Measures for Equity Incentives of Listed Companies,” the Company’s “2026 Restricted Stock Incentive Plan (Draft),” and other relevant provisions, as well as the authorization from the Company’s second extraordinary general meeting of shareholders in 2026, the Committee believes that the initial grant conditions stipulated in the 2026 Restricted Stock Incentive Plan have been fulfilled. It agrees to set March 17, 2026, as the initial grant date, with a grant price of 37.24 yuan/share, granting 2,903,930 restricted stocks to 388 eligible incentive targets.

(4) Specific information on the initial grant of restricted stocks

Initial grant date: March 17, 2026
Initial grant quantity: 2,903,930 shares, accounting for 1.19% of the Company’s current total share capital of 24,306,221.7 shares.
Number of initial grants: 388 people
Initial grant price: 37.24 yuan/share
Source of stocks: Ordinary shares of the Company’s A-shares repurchased from the secondary market or/or ordinary shares of the Company’s A-shares issued to the incentive targets.
Validity period, vesting period, and vesting arrangements of the incentive plan

(1) The validity period of this incentive plan is from the initial grant date of the restricted stocks until the date all granted restricted stocks vest or become void, not exceeding 60 months.

(2) The restricted stocks granted under this incentive plan will vest in installments according to the agreed ratio once the incentive targets meet the corresponding vesting conditions. The vesting date must be a trading day, but cannot vest during the following periods:

① Within 15 days prior to the announcement of the annual report or semi-annual report of the listed company. If the announcement date of the annual report or semi-annual report is postponed for special reasons, the period will be calculated from 15 days before the original scheduled announcement date to the day before the announcement;

② Within 5 days prior to the announcement of the quarterly report, performance forecast, or performance bulletin of the listed company;

③ From the occurrence of major events that may have a significant impact on the trading price of the Company’s securities and their derivatives or during the decision-making process until the date of legal disclosure;

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

The above “major events” refer to transactions or other significant matters that the Company should disclose in accordance with the provisions of the “Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules.”

If there are other provisions in relevant laws, administrative regulations, or departmental rules regarding vesting restrictions, those provisions shall prevail.

The Company has set different vesting arrangements for the two categories of incentive targets for the initial grant, as follows:

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Restricted stocks that have not vested during the above agreed period or cannot be applied for vesting due to not meeting the vesting conditions will not vest and will become void.

Incentive targets awarded restricted stocks under this incentive plan cannot be transferred, used as collateral, or repaid debts before vesting. Restricted stocks that have been granted but not yet vested will be subject to vesting conditions for any shares increased due to capital reserve conversion into share capital, stock dividends, etc. Before vesting, they cannot be transferred, used as collateral, or repaid debts. If, at that time, the restricted stocks cannot vest, the shares obtained for the aforementioned reasons also cannot vest.

List of incentive targets and initial grant situation

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Note: 1. None of the incentive targets listed above have been granted shares exceeding 1% of the total share capital of the Company through all effective equity incentive plans. The total number of shares involved in all effective equity incentive plans does not exceed 20% of the total share capital of the Company at the time of submission for shareholder meeting review.

The initial grant of this plan does not include independent directors of the Company, nor does it include foreign personnel, shareholders holding 5% or more of the shares of the listed company individually or collectively, actual controllers of the listed company and their spouses, parents, and children.
If there are discrepancies between the total and the sum of the individual items in the above table, they are due to rounding.
Verification situation of the list of incentive targets by the Compensation and Evaluation Committee of the Board
All incentive targets for the initial grant of this incentive plan do not fall under the disqualifications specified in Article 8 of the “Administrative Measures”:

(1) Identified as inappropriate candidates by the stock exchange within the last 12 months;

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

(3) Subject to administrative penalties or market entry restrictions by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months due to major violations;

(4) Ineligible to serve as directors or senior management personnel as per the provisions of the Company Law;

(5) Provisions of laws and regulations that prohibit participation in equity incentives of listed companies;

(6) Other situations recognized by the China Securities Regulatory Commission.

The initial grant of this plan does not include independent directors of the Company, nor does it include foreign personnel, shareholders holding 5% or more of the shares of the listed company individually or collectively, actual controllers of the listed company and their spouses, parents, and children.
Except for the cancellation of the incentive qualifications of 3 incentive targets and their awarded 7,000 restricted stocks, the list of incentive targets for the initial grant of this incentive plan is consistent with the incentive targets specified in the “2026 Restricted Stock Incentive Plan (Draft)” approved by the Company’s second extraordinary general meeting of shareholders.
The list of incentive targets for the initial grant of this incentive plan complies with the qualifications stipulated in the Company Law, Securities Law, and other laws, regulations, and normative documents, as well as the articles of association, and meets the conditions stipulated for incentive targets in the “Administrative Measures,” “Listing Rules,” and other laws, regulations, and normative documents, and complies with the conditions set for incentive targets in the Company’s “2026 Restricted Stock Incentive Plan (Draft).”

In summary, we unanimously agree with the list of incentive targets for the initial grant of this incentive plan, agree that the initial grant date for this incentive plan is March 17, 2026, and agree to grant 2,903,930 restricted stocks at a price of 37.24 yuan/share to 388 incentive targets.

Explanation of the stock sales situation of directors and senior management personnel in the 6 months prior to the initial grant of restricted stocks

There were no stock sales by the Company’s directors and senior management personnel in the 6 months prior to the initial grant date of this incentive plan.

Accounting treatment method for restricted stocks and performance impact estimation

(1) Fair value of restricted stocks and determination method

According to the relevant provisions of “Accounting Standard for Enterprises No. 11 - Share-based Payment” and “Accounting Standard for Enterprises No. 22 - Financial Instruments Recognition and Measurement,” the Company chose the Black-Scholes model to calculate the fair value of the second type of restricted stocks and used this model to estimate the fair value of the initial grant of 2,903,930 shares of the second type of restricted stocks on March 17, 2026. The specific parameter selections are as follows:

Underlying stock price: 93.46 yuan/share (closing price of the Company’s stock on the initial grant date);
Validity periods: 12 months, 24 months, 36 months (the period from the grant date of the second type of restricted stocks to each vesting date);
Historical volatility: 27.9511%, 30.9527%, 29.2385% (using the volatility of the power equipment industry over the last 12 months, 24 months, and 36 months);
Risk-free interest rate: 1.50%, 2.10%, 2.75% (using the benchmark deposit interest rates of 1-year, 2-year, and 3-year deposits set by the People’s Bank of China);
Dividend yield: 0% (using the Company’s dividend yield from the past year).

(2) Estimated impact of implementing restricted stocks on the operating performance for each period

The Company determines the fair value of restricted stocks on the initial grant date according to accounting standards and ultimately confirms the share-based payment expenses for the initial grant portion of this incentive plan, which will be amortized according to the vesting arrangements during the implementation of this incentive plan. The incentive costs generated by this incentive plan will be expensed in the regular profit and loss.

According to the requirements of Chinese accounting standards, the impact of the initial grant portion of restricted stocks on accounting costs for each period is shown in the following table:

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Note: 1. The above calculation results do not represent the final accounting costs; the actual accounting costs are related to the grant date, grant price, and number of shares that vest. If incentive targets leave before vesting or if the Company’s performance assessment or individual performance assessment does not meet the corresponding standards, the actual number of shares that vest will be correspondingly reduced, thus reducing share-based payment expenses. At the same time, the Company reminds shareholders to be aware of the potential dilution impact.

The final results of the impact on the Company’s operating performance will be subject to the annual audit report issued by the accounting firm.

The Company preliminarily estimates that the amortization of the costs of restricted stocks will have an impact on net profits in each year during the validity period. However, at the same time, the implementation of this restricted stock incentive plan will further enhance employee cohesion, team stability, and effectively stimulate the management team’s enthusiasm, thus improving operational efficiency and bringing higher operating performance and intrinsic value to the Company.

Conclusive opinion of the legal opinion letter

This announcement is hereby made.

GoodWe Technology Co., Ltd.

Board of Directors

March 18, 2026

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