BEIJING, Sept. 24, 2026 /PRNewswire/ -- Bairong AI Inc. (HKEX: 6608) recently issued an announcement, announcing the conditional grant of 24,395,000 Share Awards to Mr. Zhang Shaofeng, founder, chairman of the Board and chief executive officer of the Company. Vesting of such Share Awards is directly linked to the Company's market capitalization performance. At the same time, the Company has refreshed the Restricted Share Unit ("RSU") Scheme limit, continuously improving its long‑term incentive and corporate governance system. The arrangement closely binds management's personal rewards to the growth of shareholder value, supporting the Group's AI strategic upgrade and large‑scale implementation of its RaaS (Result‑as‑a‑Service) model.

The conditional grant totals 24,395,000 Share Awards, representing approximately 6.58% of the total Class B Shares in issue (excluding any treasury Shares) as at the date of grant. The conditional grant shall take effect subject to acceptance by the Grantee and approval by the Shareholders at an extraordinary general meeting ("EGM"). Different from conventional vesting schemes mainly based on time, this incentive does not adopt pure time‑based unlocking criteria. Vesting of all five tranches of Share Awards is subject to progressive market‑capitalization‑linked performance targets. Relevant tranches can only vest if corresponding market capitalization targets are achieved within the vesting period.

The performance targets are divided into five progressive market‑capitalization tiers: the first tier requires the arithmetic average of the Company's market capitalization to reach or exceed HK$6,000,000,000 for any 15 consecutive trading days; the second tier HK$7,000,000,000; the third tier HK$8,000,000,000; the fourth tier HK$9,000,000,000; and the fifth tier requires the market capitalization to reach or exceed HK$10,000,000,000 for any 183 consecutive trading days. Each tier of market capitalization target corresponds to a fixed proportion of the Share Awards. All tranches are also subject to the condition that Mr. Zhang continues to serve as chairman of the Board and/or executive Director through the relevant vesting date. If multiple market‑capitalization targets are satisfied within the same period, the corresponding tranches may vest simultaneously. The overall vesting period commences on the date falling six months after the date of grant and ends on the fourth anniversary of the date of grant.

Meanwhile, a 24‑month lock‑up undertaking applies to vested Share Awards to further extend management's share‑holding period and consolidate the long‑term community of interests. The incentive scheme is also equipped with a complete clawback mechanism. In cases of material misconduct or integrity‑related breaches, the Company may cause unvested awards to lapse or demand repayment of corresponding value of shares to safeguard the interests of the Company and its shareholders. The Group will not provide any financial assistance to Mr. Zhang for his acquisition of the Shares under the conditional grant.

The Board and the Remuneration Committee stated that this equity incentive aims to fully recognize Mr. Zhang's critical contributions since the establishment of the Company. As a technology‑oriented founder, Mr. Zhang has spearheaded the Company's build‑up of full‑stack AI capabilities and led the team to iterate multiple domain‑specific foundation models. The Company's voice foundation model ranked first on the public comprehensive evaluation leaderboard in the VoiceBench benchmark assessment. He championed and implemented the RaaS (Result‑as‑a‑Service) business model, built the three‑tier Results Cloud platform, promoted the large‑scale deployment of silicon workforce, and directly linked AI value to clients' business outcomes to realize business‑model innovation. Under his leadership, Bairong AI's enterprise‑grade AI Agent capabilities have expanded from the financial industry to diverse sectors including logistics, securities brokerage, banking and operators, continuously broadening the Group's growth curve.

"This market‑capitalization‑anchored incentive follows the core logic that rewards stem from genuine enhancement of shareholder value. Management can obtain incentive returns only when the Company's market capitalization keeps rising, realizing high alignment of interests among management, core founder and all shareholders," the Remuneration Committee commented. As the grant triggers approval thresholds under the Listing Rules, an extraordinary general meeting will be convened for review and approval by independent shareholders, and the relevant circular will be disseminated to Shareholders in due course.

About Bairong AI Inc. (6608.HK)

Bairong AI Inc. is an integrated AI service provider in China with capabilities in both domain‑specific foundation model R&D and enterprise‑grade AI Agent implementation. Pioneering the RaaS (Result‑as‑a‑Service) business model, the Company has built the three‑tier Results Cloud platform to enable large‑scale deployment of silicon workforce. It delivers quantifiable outcome‑oriented AI services to industries including logistics, airlines, operators and banking. Committed to creating tangible business value through technology implementation, Bairong AI keeps advancing full‑stack AI technology iterations and drives enterprise AI to evolve from tool‑level applications toward delivery of verifiable business outcomes.