WUXI APPTEC - [Overseas Regulatory Announcement - Other] — 2026032301159
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WUXI APPTEC CO., LTD.* Wuxi WuXi AppTec New Drug Development Co., Ltd.
(a joint stock limited company incorporated in the People's Republic of China) (Stock code: 2359)
Overseas Regulatory Announcements
This overseas regulatory announcement is made by the Company in accordance with Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
Section 13.10B is made.
The full Chinese text of the following information published by the Company on the Shanghai Stock Exchange website is hereby provided for reference only.
By order of the board of directors Wuxi WuXi AppTec New Drug Development Co., Ltd. Chairman
Dr. Li Ge
Hong Kong, March 23, 2026
As of the date of this announcement, the Company's Board of Directors includes executive directors Dr. Li Ge, Dr. Chen Minzhang, Dr. Yang Qing and Mr. Zhang Zhaohui; Non-executive directors Mr. Tong Xiaoyi and Dr. Wu Yibing; and independent non-executive directors Ms. Lu Shaohua, Dr. Yu Wei, Dr. Zhang Xin, Ms. Zhan Zhiling and Mr. Leng Xuesong.
*For identification only
Securities abbreviation: WuXi AppTec Securities code: 603259
Wuxi WuXi AppTec New Drug Development Co., Ltd.
2025 H Share Award Trust Plan
(revised in 2026)
Directory
Definition and explanation ................................................................................................. 3
Overview and purpose of this plan ........................................................................ 6
Conditions................................................................................................................................ 7
Plan duration ........................................................................................ 7
Management................................................................................................................................ 8
Selection of selected participants ............................................................................. 10
Award letter and award award notification ........................................................ 12
Plan trustee’s purchase of H shares and receipt of treasury H shares ............................. 13
Reward vesting ........................................................................................................ 14
Changes in selected participants and recovery mechanisms ........................................ 18
Transfer of Award Shares and Other Rights ........................................................ 21
Interests in trust assets ........................................................................................ 21
Restrictive covenants ................................................................................................. 22
Acquisitions, allotments, public offerings, stock dividend plans, etc. 24
Plan ceiling ............................................................................................................ 26
Return of shares ........................................................................................................ 27
Explanation ................................................................................................................ 27
Changes in plan ........................................................................................................ 28
Cancellation of rewards ............................................................................................ 29
Termination of the program ........................................................................................................ 30
Other terms................................................................................................................ 31
Dispute Resolution ............................................................................................................ 33
Applicable law ........................................................................................................ 34
Text ................................................................................................................................. 34
Definition and explanation
1.1 In this Plan, unless the context otherwise requires, the following meanings apply:
“Actual Selling Price” means the actual price of the Shares awarded under the Plan upon vesting of the Award. Selling price (excluding brokerage fees, stamp duty, any taxes, Exchange transaction fees, Hong Kong Securities and Futures Commission transaction levy and any other applicable after fees), or in accordance with Rule 14.1 of the Scheme Rules When changes in company control or privatization lead to vesting circumstances, the relevant
Consideration receivable under relevant plans or offers "Adoption date" means the date on which the plan is reviewed and approved by the company's shareholders' meeting
"Revision Date" refers to the date on which the Company's shareholders' meeting considers and approves the revision of this Plan
“Articles” means the Articles of Association of the Company as amended from time to time
“Incentives” means the incentives awarded by the Board to selected participants, as determined by the Board in accordance with this Plan The terms of the plan stipulate that through award shares or the actual amount corresponding to the award shares Attribution is realized in the form of selling price
"Award Letter" means as defined in Clause 7.3 of the Program Rules
"Award Period" means from the date of adoption to the business day preceding the 10th anniversary of the date of adoption
period
“Award Shares” means the H shares granted to selected participants upon award to them
“Board” means the board of directors of the Company from time to time (see also Scheme Rules 1.2(f) Article)
"Business Day" means the day on which the Stock Exchange is open for securities trading business
“Share Buy-Back Code” means the Code on Corporate Share Buy-Backs issued by the Securities and Futures Commission of Hong Kong
"Company" or "the Company" refers to Wuxi WuXi AppTec New Drug Development Co., Ltd.
“Connected Person” has the meaning set out in the Listing Rules
“Related Selected Participant” means a selected connected participant of the Group who is authorized by the Board of Directors or its Persons decide in accordance with the 2025 Plan Rules and shareholder authorization. in reality Before actual grant, subject to possible adjustments, as of the disclosure of this plan On that day, the selected relevant participants included Ge Li, Minzhang Chen (Chen Minzhang), Steve Qing Yang (Yang Qing), Zhang Chao
Hui, Shi Ming, Wu Hao, Joseph Beckman, Richard Connell, Albert Bristow, Fu Xiaoyong, Zhang Feng, Kang Jingna, Zhu Minfang,
Sun Jin
“Authorized Person” means the Remuneration and Appraisal Committee authorized by the Board to administer the Plan
“Director” means the director of the Company from time to time
“Qualified Employees” means Chinese or non-Chinese employees who are employed full-time by any member company of the Group
members, including directors, supervisors, senior (senior) managers, middle-level senior management personnel, grassroots management personnel, scientific backbone personnel and others Technical personnel; unless required by the laws and regulations of the employee's location The employee will not be permitted to participate in the granting, receipt or vesting of awards under the Plan. or the board of directors or its authorized person believes that due to compliance with the employee’s
applicable laws and regulations where the work is located, it is necessary or appropriate to exclude such The employee participates in the plan and therefore does not qualify as a qualified employee.
“Employee” means an employee who has signed a formal employment contract with the relevant member of the Group member
“Award Date” means the date on which the Award is granted to the Selected Participant
"Group" or "the Group" means the Company and its subsidiaries from time to time, the term member companies of the Group should be explained accordingly
"H Shares" refers to overseas listed shares with a par value of RMB 1.00 per share in the Company's share capital. Foreign shares, listed on the Stock Exchange
“Hong Kong dollar” Hong Kong dollar, the legal tender of Hong Kong
"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China
“SFC” means the Securities and Futures Commission of Hong Kong
"Listing" means the listing of H shares on the Main Board of the Stock Exchange on December 13, 2018
“Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Market Transaction” means any transaction that occurs in accordance with the Listing Rules and any other applicable laws and regulations
Conclude one or more transactions to purchase the shares through the trading mechanism of the Stock Exchange The company’s H shares
“China” means the People’s Republic of China
“Relevant Plan” means the Company has adopted and will adopt from time to time involving the issuance of new shares or Other share plans for transfer of treasury shares (including this plan) “Remuneration and Appraisal Committee” means the Remuneration and Appraisal Committee of the Board of Directors
"Returned Shares" means Award Shares that have not vested and/or been canceled in accordance with the terms of the Plan, or H shares deemed to be surrendered shares according to the rules of this plan; and the relevant shares The share shall be deemed to have expired in accordance with the rules of this Program “Plan” or “the Plan” means the H Share Awards adopted by the Company in accordance with the rules of the Plan on the Adoption Date
trust plan
"Program Cap" means as defined in Clause 15.1 of the Program Rules
"Program Authorization Limit" means as defined in Article 15.2 of the Program Rules
“Program Rules” means the rules relating to the Program set out herein as amended from time to time
"Selected Participants" means those who are approved to participate in the Program and awarded rewards in compliance with Article 6 of the Program Rules of qualified employees
"Securities and Futures Ordinance" means the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
“Share” means the Company’s shares, including A shares and H shares
“Shareholders” means shareholders of the Company
“Stock Exchange” means The Stock Exchange of Hong Kong Limited
“Subsidiary” means any subsidiary of the Company (as defined in the Listing Rules)
"Tax" means as defined in Rule 9.11 of the Scheme Rules
"Trust" means the trust established in accordance with the Trust Deed to serve the Plan
“Treasury H Shares” means H shares held as treasury shares
“Trust Deed” means the trust deed entered into between the Company and the Scheme Trustee (which may from time to time Restated, supplemented and revised)
"Scheme Trustee" means a trustee appointed by a company for trust purposes, initially a Hong Kong Central Securities Trust Co., Ltd. is a company incorporated in Hong Kong.
Company, registered address at Hopewell, 183 Queen's Road East, Wan Chai, Hong Kong Center 46th floor
“Vesting Date” means the date determined by the Board or its authorized person from time to time in accordance with Rule 7.1 of the Scheme Rules The specified award (or part of the award) belongs to the selection stated in the relevant award letter. Participant date will be determined unless pursuant to Program Rules Section 10.5 or Article 14.1 Different vesting dates are deemed to have occurred
"Vesting Notice" means as defined in Rule 9.8 of the Program Rules
"Vesting Period" means as defined in Section 9.2 of the Plan Rules
1.2 In these Program Rules, unless the context otherwise requires:
(a) references to rules are to the rules of the Scheme Rules;
(b) All times refer to Hong Kong time;
(c) If a period of time is specified as starting from a certain day, or from the date of an act or event, then the calculation of that period of time shall not include that day;
(d) "Hong Kong dollars" or "Hong Kong dollars" means the current legal tender of Hong Kong;
(e) Express or implied references to regulations, statutory provisions or the Listing Rules shall be construed as references to the respective References to statutes, provisions or rules as amended or restated or to which their application may from time to time be modified or restated by other provisions (without
(whether before or after the date of this Agreement) and shall include any regulations, re-enactments (without (whether modified or not) shall include any order under the relevant statutes, regulations or rules.
Orders, regulations, instruments, subsidiary regulations, other subsidiary regulations or practice instructions;
(f) Unless otherwise stated, in the sole discretion of the Board; if the Board assigns its authority to administer the Plan
The power is delegated to its authorized person, who shall have the same complete decision-making power as the board of directors;
(g) References to "including" shall be deemed to be "including without limitation";
(h) words denoting the singular include the plural and vice versa and words denoting gender include all genders;
(i) Titles are included in the Scheme Rules for convenience only and do not affect their interpretation; and
(j) Any reference to a statutory body shall include the successor to that statutory body and the successors to such statutory body.
body or any body established to undertake the functions of such a statutory body.
- Overview and purpose of this plan
2.1 This plan is established by the company for the company’s directors, supervisors, senior (senior) managers, and middle management
H-shares for qualified employees such as personnel, lower-level managers, key scientific personnel and other technical personnel Rewards Trust Plan.
2.2 The company will sign a trust deed with the plan trustee. Initially, the plan trustee will be Computershare Hong Kong Securities Trust Co., Ltd. Ltd. According to the trust deed, a trust is established to serve the plan, and the plan trustee shall assist in its management.
The Scheme and subject to the Trust Deed and the Company’s instructions, (a) in accordance with Clause 8 of the Scheme And subject to the plan limit stipulated in Article 15.1 of this plan, the use of company transfers through in-market transactions
Provide funds not exceeding HK$2.5 billion to the trust to purchase H shares; or (b) transfer inventory H shares through the company Obtain H shares by way of trust. Purchased or acquired by the plan fiduciary to selected participants
Award Shares subject to awards granted shall be held by the Plan Trustee on behalf of the Selected Participant, the Plan Trustee Payments shall be made from the trust to selected participants for the purpose of award vesting in accordance with the instructions of the Board of Directors or its authorized persons.
The investor will release the award shares or according to the current market price in accordance with Article 9 of this plan and the terms of the relevant trust deed. Award shares are sold through in-market transactions and the proceeds are paid to selected participants.
2.3 The purpose of this plan is to:
(a) By providing employees with incentive opportunities related to the company’s equity, more directly communicate with the company’s equity
Attract, motivate and retain highly skilled and experienced personnel by linking them to ticket market performance. Efforts for the future development and expansion of the Group;
(b) Promote the Company’s remuneration policy to keep pace with the times, better align with the interests of shareholders, and seek seek a balanced approach between operations and executive management oversight; and
(c) (i) Recognize the contribution of the company’s sound management (including directors) to the company; (ii) Encourage,
Incentives and retentions contribute to the Group’s continued operations, development and long-term performance growth. the company's management who have contributed; and (iii) introducing other incentives for the company's management to align their interests with
The interests of shareholders and the Group as a whole are aligned.
- Conditions
3.1 The prerequisite for the implementation of this plan is that the shareholders’ meeting approves the adoption of this plan and authorizes the board of directors to
Grant awards and facilitate the transfer and other processing of award shares under this plan.
- Plan duration
4.1 Subject to compliance with Articles 9.5 and 20 of this Plan, this Plan is valid within the award period (during this period No more awards will be awarded after the date), but as long as there are any awards that have been awarded before the expiration of this plan but have not yet vested
In order to enable the award shares to vest or other circumstances required in accordance with the rules of the plan, this The Plan will continue to be extended until vesting of such Award Shares becomes effective.
- Management
5.1 The Scheme shall be administered by:
(a) The shareholders' meeting, as the company's highest authority, is responsible for reviewing and approving the adoption of this plan. shares The East Association may authorize the Board of Directors and/or authorized persons to handle matters related to this plan within the scope of their authority.
all matters; (b) The Board of Directors serves as the authority responsible for the administration of the Scheme in accordance with the Scheme Rules and the Trust Deed. board of directors
or its authorized persons’ decisions shall be final and binding on all parties concerned. Salary The Assessment Committee is responsible for reviewing and/or approving matters related to the plan and submitting them to the Board of Directors for review
discussion. After the plan is reviewed and approved by the board of directors, it will be submitted to the shareholders' meeting for review. Board of Directors and/or Grant
Authorized persons can handle all matters related to this plan within the scope authorized by the shareholders’ meeting; and (c) A trust is established to serve the plan, that is, the plan trustee shall comply with the relevant provisions of the trust deed.
And subject to the plan cap specified in Article 15.1 of this Plan and the instructions of the Company, (i) Use the company's remittance funds to purchase H shares through in-market transactions. The purchase amount does not exceed
exceeds HK$2.5 billion; or (ii) acquire H shares by transferring treasury H shares to a trust. votes.
5.2 The power to administer the Scheme may be delegated at the absolute discretion of the Board to an authorized person (as the case may be), However, any provision in Article 5.2 of this Plan shall not prejudice the power of the Board of Directors to revoke such authorization, or derogate from the power of the Board of Directors to revoke such authorization.
The Board has the discretion to make decisions as set out in Section 5.1(b) of this Plan.
5.3 Subject to any restrictions in the Scheme Rules, on the date of adoption, the Board may The power to plan, including the power to award awards under the Plan, is delegated to the Compensation and Appraisal Committee.
5.4 Without prejudice to the general management powers of the Board, the Board or its authorized persons may from time to time appoint one or more administrators (who may be independent third parties) as they deem appropriate in connection with the administration of the Scheme
functions are delegated to assist in the administration of this program. The term of office, terms of reference and remuneration (if any) of the Administrator shall
At the sole discretion of the Board of Directors or its authorized persons.
5.5 Without prejudice to the general management powers of the Board of Directors and to the extent not prohibited by applicable laws and regulations, The board of directors or its authorized persons may from time to time appoint one or more directors for the grant, management and vesting of award shares.
exercised by a trustee.
5.6 Subject to the Scheme Rules, the Listing Rules and any applicable laws and regulations, the Board or Its authorized persons may from time to time:
(a) Explain the rules of this Program and the relevant terms for awarding rewards under this Program; (b) in accordance with Clause 15.1 of the Plan, determine (i) the maximum number of H Shares purchased by the Plan Trustee or
(ii) the maximum limit on treasury H shares transferred to the plan trustee; (c) Make or change such arrangements, guidelines and procedures for the management, interpretation, implementation and operation of the Scheme
and/or regulations, but such arrangements, guidelines, procedures and/or regulations shall not be inconsistent with the rules of the Scheme. conflict;
(d) decide how to achieve vesting of the awarded awards in accordance with Section 9 of the Plan;
(e) Determine the contribution of any qualified employee to the development and growth of the Group or other factors deemed appropriate the basis for its eligibility to receive awards from time to time;
(f) grant awards to eligible employees selected by it from time to time; (g) determine the terms and conditions upon which awards will be granted;
(h) Establish, evaluate and manage the Program’s performance objectives; (i) approve the form and content of the award letter;
(j) Adjust the number of Award Shares awarded or accelerate any award under Section 10.5 or Section 14 of the Plan The vesting date of the reward;
(k) exercise any powers conferred by the Shareholders from time to time;
(l) Engage banks, accountants, lawyers, consultants and other professional organizations for the purpose of this plan; and (m) Sign, execute, amend and terminate all documents related to this plan, and perform all
relevant procedures and adopt other methods to implement the terms of this plan.
5.7 For the purposes of this Scheme, no Director or any authorized person shall be required to
any contract or other instrument signed on his behalf, or for any error of judgment made in good faith. legal liability, and the Company shall also be held liable for any liability arising out of any acts or omissions related to this Plan.
any costs or expenses (including legal fees) or liabilities (including settlement of claims with the approval of the Board of Directors)
any amount paid) and hold each member of the Board and any authorized person harmless from any damage in connection with the administration and interpretation of the plan, unless it is due to willful default on the part of the person, fraud or bad faith.
Letter leads.
5.8 In connection with the administration of the Scheme, the Company shall comply with all relevant disclosure requirements, including the Listing Rules and
All applicable Chinese laws, regulations and rules.
- Selection of selected participants
6.1 The Board of Directors or its authorized persons may from time to time select any eligible employee as a selected participant and subject to
Subject to the provisions of Clause 6.3 of the Scheme, to the selected Participant if it complies with the requirements of the Board of Directors or its authorization Grants are granted during the Award Term subject to the terms and conditions of the Award and performance objectives determined by the Person from time to time.
reward.
6.2 The selection of selected participants shall be in accordance with the Company Law of the People's Republic of China and the Certificates of the People's Republic of China. Securities Law and other applicable laws, regulations, normative documents and articles of association, and in conjunction with the company's
actual situation (including the relevant selected participants’ current and future contributions to the Group, their skills, knowledge, Experience, professional abilities and other relevant personal qualities, education and professional qualifications, industry knowledge, worksheets
Current status, length of service with the Group, nature of responsibilities and positions within the Group, or influence on the Group’s culture and values
level of recognition, etc.).
No one may become a selected participant in this program if:
(a) Has been recognized by the competent authority as an equity incentive plan or similar plan for a listed company in the past 12 months unsuitable candidate;
(b) Being punished or banned by the securities regulatory authority due to major violations of laws and regulations in the past 12 months buy or sell securities; or
(c) Those who have the qualifications specified in the Company Law of the People's Republic of China are not allowed to serve as directors or senior managers of the company.
member situation.
6.3 Notwithstanding the provisions of Articles 6.1 and 6.2, no rights shall be granted to the Selected Participants in the following circumstances:
any Award Shares and shall not give any instructions or recommendations to the Scheme Trustee regarding the grant of any Award; and so Any authorization or any instructions or advice given shall be ineffective if (and only if):
(a) without obtaining the necessary approvals from regulatory authorities;
(b) Unless the Board of Directors determines otherwise, any Group Member is required to comply with applicable securities laws, Rules or Regulations to the extent that a prospectus or other offer document is issued with respect to the Award or the Plan;
(c) if the grant of the Award would cause any Group Member Company or its Director to breach the
securities laws, rules or regulations;
(d) if the grant would result in a breach of the cap of the Scheme;
(e) vest after expiration of the Award Period or early termination of the Plan in accordance with Article 20 of the Plan;
(f) any director has unpublished inside information (as defined in the Securities and Futures Ordinance) of the Company; or The directors reasonably believe that there are
The Inside Information Provisions (as defined in the Listing Rules) of Part XIVA of the Ordinance shall be disclosed
inside information, or pursuant to any Code or requirement under the Listing Rules or any applicable laws or regulations. The directors are prohibited from trading by the rules or regulations;
(g) Within 60 days before the date of announcement of the Group’s annual results, or (if shorter) since the end of the relevant financial year
During the period from the end of the period to the date of announcement of such results; and
(h) Within 30 days before the date of announcement of the Group’s quarterly or half-year results, or (if shorter) since the date of the relevant quarter
Or during the period from the end of the half-year period to the date of such results announcement.
6.4 The grant of awards to any connected selected participant of the Group shall comply with the Listing Rules and any applicable laws and regulations. According to the Listing Rules:
(a) Grant to a director, chief executive or substantial shareholder of the company, or any of their respective associates Any award (involving the transfer of treasury H shares) must be approved by the independent non-executive directors (excluding
Approval from any independent non-executive director of the connected selected participant);
(b) If a request is made to a director of the company (other than an independent non-executive director), chief executive or any of their associates Awards granted by a related party (involving the transfer of treasury H shares), resulting in an award up to and including the date of grant
Within 12 months, all awards (involving treasury H shares) granted to the person in accordance with the plan rules
transfer) and other options and awards granted under any other relevant plan terms (excluding including share options and awards that have expired in accordance with the Scheme Rules and other relevant scheme terms)
The total number of shares issued and to be issued exceeds the total issued share capital of the company (excluding inventory 0.1% of the shares), further awards must be granted in a manner specified in the Listing Rules.
subject to approval by shareholders at a general meeting (including compliance with the contents of the circular as stipulated in the Listing Rules, and The relevant director or chief executive and their associates and all core connected persons of the company must report to the
abstain from voting at the shareholders’ meeting); and
(c) If an award is granted to the Company’s substantial shareholders or any of their respective associates (relating to treasury H shares Transfer), resulting in the 12 months up to and including the date of grant, in accordance with the scheme rules
All awards granted to such person (involving transfer of treasury H shares) and under any other relevant calculation other share options and awards granted under the terms of the plan (excluding other
the total number of shares issued and to be issued in connection with share options and awards in respect of which the terms of the plan have expired), total If the total amount exceeds 0.1% of the company's total issued share capital (excluding treasury shares), further grants
Share options or awards must be approved by shareholders at a shareholders’ meeting in the manner prescribed by the Listing Rules
(including compliance with the contents of the circular as stipulated in the Listing Rules, and the relevant substantial shareholders, their The associates and all core connected persons of the company must abstain from voting at the shareholders’ meeting).
- Award letter and award award notification
7.1 After the shareholders meeting approves the plan, the company will transfer the necessary funds (i.e. the plan cap) for the plan
From time to time, the trustee purchases H shares at the current market price through in-market transactions or transfers treasury H shares to the trustee. Persons serve as the source of award shares under this plan. Awards to selected participants are subject to the directors’
conditions determined by the board of directors and/or authorized persons. In this regard, if shareholders approve this plan, the Company’s salary The Compensation and Appraisal Committee (who will be authorized by the Board of Directors to administer the Plan) will set the awards for selected participants.
The conditions for the incentive are that (i) the Group’s operating income in 2025 reaches RMB 42 billion or more.
(the “Basic Grant Conditions”); and (ii) the Group’s operating income in 2025 will reach RMB
RMB 43 billion or more (the "Additional Grant Conditions", together with the "Basic Grant Conditions", are referred to as the "Award Conditions" "piece"). If only the basic grant conditions are met, a maximum of 60% of the plan cap (i.e. 1.5 billion) can be utilized
HKD) to award selected participants. If the basic grant conditions and additional grant conditions are met at the same time,
The entire program cap can then be used to award rewards to selected participants.
7.2 Subject to the fulfillment of the basic grant conditions, the number of rewards awarded to the relevant selected participants shall not exceed the calculated amount. 35% of the upper limit of 60%. Subject to the simultaneous fulfillment of the basic grant conditions and additional grant conditions, the grant
The number of rewards given to associated selected participants shall not exceed 35% of the overall program cap. subject to planning regulations and the Listing Rules regarding the granting of awards to the Company’s directors, chief executive officers and substantial shareholders.
The applicable requirements for the awards to be granted to connected selected participants, including the list of connected selected participants and the specific number of award shares granted to the connected selected participants will be determined by the board of directors or its authorized person based on the shareholding
Authorization by the East Association shall be determined mainly with reference to factors including but not limited to the following: (i) Purchased by the plan trustee
The total number of H shares or the total number of treasury H shares transferred to the scheme trustee as a source of award shares; (ii) Connected the selected participant’s level; and (iii) the results of the individual performance appraisal associated with the selected participant.
7.3 The company will, from time to time, provide rewards to each person selected to participate in the form of an award letter determined by the board of directors or its authorized person.
The applicant issues an award letter, specifying the date of grant, method of receiving the award, award shares involved in the award, vesting Criteria and conditions, vesting dates and other details, terms and conditions deemed necessary and consistent with the Program
("Award Letter").
7.4 As soon as possible after the grant of any Award to a Selected Participant, the Company shall provide the Scheme Trustee with a completed
Fully signed copy of award letter.
- Plan trustee purchases H shares and receives treasury H shares
8.1 Without violating Article 8.4 and Article 15.1, in order to satisfy the purpose of award grant or vesting, the Company shall
As soon as reasonably practicable (a) the required funds shall be transferred to the trust company and instructions shall be given to the plan trustee; A person purchases H shares through intra-market trading at the current market price; or (b) transfers the required number of
The treasury H shares are transferred to the plan trustee. Subject to the provisions of Article 14 of this Plan, the Company shall specify Indicates whether the plan fiduciary will use the refunded stock to satisfy any award grant, and if the company determines that the refund
If the shares are insufficient to satisfy the grant of awards, the Company shall, subject to the provisions of Article 8.3 of this Plan, reasonably As soon as practicable (x) transfer the necessary funds to the trust company and instruct the plan trustee to pay in cash
Purchase H shares through in-market trading at the prevailing market price; or (y) transfer the required additional amount of treasury shares The deposited H shares are transferred to the plan trustee.
8.2 If the plan trustee has received instructions from the Company to purchase H shares through on-market transactions, the plan will The trustee shall, as soon as reasonably practicable after receiving the necessary remittances from the company, in accordance with the instructions of the company
Purchase H shares through in-market trading at the current market price.
8.3 The scheme trustee is only obliged to transfer the award shares upon vesting if the award shares are included in the trust. Shares are transferred to stock ownership plan participants.
8.4 Under the following circumstances, the company shall not instruct the plan trustee to conduct intra-market transactions at the current market price:
Purchase of H shares: (i) Listing Rules, Securities and Futures Ordinance or other applicable Chinese laws, regulations and rules prohibit such conduct (if applicable); or (ii) during the period described in Section 6.3(g) and (h) of this Plan
room. If the prohibition of the aforementioned period results in missing the time stipulated in the plan rules or the trust deed, the contract will be The specified period shall be deemed to extend until, so far as is reasonably practicable, the prohibition no longer impedes the third phase of the action concerned.
Ends after one business day.
8.5 The plan trustee may transfer the plan to the trust through the company in a form and manner approved by the board of directors or its authorized person. Treasury H shares are a method of receiving H shares from the company.
8.6 The Scheme Trustee may, under the instructions of the Board or its authorized person, in any manner in accordance with Clause 8 of the Scheme. The H shares purchased or the treasury H shares transferred will be used as the source of stocks for granting awards.
- Reward vesting
9.1 The board of directors or its authorized persons may comply with all applicable laws and regulations during the validity period of this plan. Subject to the regulations and regulations, the standards and conditions for vesting and the vesting period shall be determined from time to time.
9.2 Unless otherwise specified in the award letter approved by the Board of Directors or an authorized person, the return of awards granted under the Scheme shall be The vesting periods (each a “Vesting Period”) are as follows:
(a) Awards granted to selected participants who are eligible employees on the Adoption Date:
Vesting Period Vesting Ratio
The first phase vests within December 2026 25%
The second phase vests within December 2027 25%
The third phase vests within December 2028 25%
The fourth phase vests within December 2029 25%
(b) Awards granted to (i) selected participants who become eligible employees after the Adoption Date; to and (ii) receive an award pursuant to a letter of appointment issued by the Company in connection with his employment with the Group
Selected participants with incentive rights:
Vesting Period Vesting Ratio
The first vesting period begins immediately after the selected participants begin their employment with the relevant member companies of the Group. 0% Within one year from the expiry date of the first anniversary
The second phase of vesting begins immediately after the selected participants begin their employment with the relevant member companies of the Group. 25% Within one year from the expiry date of the second anniversary
The third period of vesting begins immediately after the selected participants begin their employment with the relevant member companies of the Group. 25% Within one year from the expiration date of the third anniversary
The fourth vesting period begins immediately after the selected participants begin their employment with the relevant member companies of the Group. 50% Within one year from the expiration date of the fourth anniversary
9.3 The granting of awards under the Program is subject to the following conditions, including the selections set out in Article 9.3 of the Program Rules. Participant’s individual performance appraisal, and other conditions listed in the award letter.
Among them, the individual performance indicators of selected participants are as follows:
According to the company's employee performance management rules, the board of directors or its authorized person conducts annual evaluations of selected participants. A comprehensive assessment will be conducted and the actual number of award shares attributable to this plan will be determined accordingly. Within the corresponding vesting period
The actual award vestable to a selected participant shall be equal to the standard coefficient × the plan available for the corresponding vesting period. Number of vested shares. The coefficient of the individual performance appraisal result is B- (or its equivalent evaluation result such as "Meet the
If the coefficient of personal performance appraisal results is B- or below, it will be 0.
If a selected participant fails to meet the above individual performance appraisal indicators, all eligible participants during the corresponding vesting period will be Award shares subject to awards that would otherwise vest will not vest and will be returned to the plan as stock.
Held by trustee.
9.4 If the vesting day is a non-business day, the vesting day shall be one business day after the trading of H shares is suspended or suspended.
9.5 For the avoidance of doubt, the Board of Directors or its authorized persons may decide at its sole discretion any subsequent grant made under this Plan.
The vesting period of any award made with respect to any refunded stock shall in no event extend beyond the time of grant. The remainder of the award period.
9.6 If the source of the awarded shares is treasury H shares, the vesting period of the award shall not be less than 12 months. In the following circumstances
Under such circumstances, the board of directors or authorized person may, at its discretion, grant to selected participants (as defined in the Listing Rules Chapter 17) The vesting period of awards may be less than 12 months: (i) those that must vest before the corresponding year belong to the company
Awards granted annually; (ii) Awards granted to retain specific selected participants (whether or not based on retention agreement); (iii) grant "compensatory" incentives to new entrants to replace those who left before
Forfeited share awards as employer; (iv) Selected Participants with Human Resources level of Director or above If the remaining selected participant dies or dies due to a work-related injury, the award shares that have been granted but have not yet vested will vest in advance.
awards; (v) awards based on performance vesting conditions in lieu of time-based vesting criteria (including (including rewards payable in the form of H shares based on the achievement of performance targets); (vi) due to management and cooperation
Grants that are granted in batches within one year due to regulations (may include those that should be awarded early but are yet to be awarded in subsequent batches)
awards); (vii) the grant of an award with a hybrid or accelerated vesting period arrangement (e.g. related awards can vest evenly within 12 months); (viii) grant awards with vesting periods and holding periods exceeding 12 months;
and (ix) grant awards as year-end bonuses or various incentive bonuses in respect of selected participants. 1
9.7 For the purpose of award vesting, the Board of Directors or its authorized person may:
1 The Directors and the Remuneration and Appraisal Committee believe that, as detailed above, the vesting period (including vesting periods shorter than 12 months) enables the Company to Providing competitive remuneration and incentive packages to selected participants at our discretion under legitimate and reasonable circumstances and in compliance with the Listing Rules and the Company’s past practices of peer companies within the group's industry. In particular, awards awarded as year-end bonuses to selected participants may have a vesting period of less than 12 month, because although year-end bonuses are essentially rewards for satisfactory past performance, giving them in the form of incentives rather than cash can make the year-end The value of the bonus is linked to the future performance of the Group, thus encouraging and motivating the selected participants to continue to contribute to the development and expansion of the Group and its business. Commitment and contribution. Accordingly, the vesting periods described above are deemed appropriate and consistent with the purposes of the Plan.
(a) direct and cause the Scheme Trustee to transfer Award Shares to selected Participants as the Trustee may from time to time determine; to release the award shares from the trust to selected participants; or
(b) The Board of Directors or its authorized person determines that if due to legal or regulatory restrictions, the selected Participant is unable to may not accept H share awards, or the plan trustee’s ability to make any such transfers to selected participants is subject to
subject to legal or regulatory restrictions, the board of directors or its authorized person will direct and cause the plan trustee to act in accordance with the current The market price is to sell the vested shares of the selected participants through in-market transactions and to the selected participants.
The investor shall pay the cash corresponding to the actual selling price of the award shares as stipulated in the vesting notice.
9.8 Except for the circumstances mentioned in Article 9.12 and any unforeseen circumstances, the Scheme Trustee and the Board of Directors may from time to time
Within a reasonable period of time as agreed upon prior to any vesting date, the Board of Directors or its authorized person shall issue to the Selected Participants Issue a vesting notice ("Vesting Notice"). The board of directors or its authorized person shall send a copy of the vesting notice to
This document is forwarded to the plan trustee and instructs the plan trustee to proceed in a manner determined by the board of directors or its authorized person. The award shares held by the trust will be released from the trust and transferred to selected participants or after the vesting date.
Sell as soon as practicable.
9.9 Except in the circumstances described in Article 9.12 of this Plan, upon receipt of vesting notice and the Board of Directors or its authorized Under the instructions of the board of directors, the plan trustee shall report to the relevant parties in a manner determined by the board of directors or its authorized person.
The relevant Selected Participant transfers the corresponding Award Shares or sells the corresponding Award Shares at any time as specified in clause 9.8 above. The actual selling price will be paid to the selected participants within a reasonable period of time to satisfy their awards.
9.10 Any stamp duty or other direct costs and expenses arising from the vesting and transfer of Award Shares shall be borne by the Company. bear. Any taxes or other direct costs and expenses arising from the sale of award shares resulting from vesting
The costs shall be borne by the selected participant.
9.11 In connection with Award Share Transactions after Award Shares have vested and been transferred to the Selected Participant (as the case may be) All costs and expenses shall be borne by the selected participant and neither the Company nor the Plan Trustee shall be liable
any such costs and expenses.
9.12 In addition to the stamp duty payable by the Company under clause 9.10, the selected Participant shall be responsible for the
Taxes related to or arising from the award shares or the cash equivalent of the award shares (including Including personal income tax, professional tax, salary tax and similar taxes (if applicable), customs duties, social security contributions
payments, taxes, fees or other levies ("Taxes"). Neither the Company nor the Plan Trustee shall be liable for any
the above taxes. Selected participants will indemnify the scheme trustees and all members of the Group against the relevant taxes, indemnify them from any liability that they may have to pay or account for such taxes, including in connection with any tax
any withholding obligations related to the payment. In order to be effective, notwithstanding anything else provided in these Program Rules (subject to
applicable law), the plan trustee or any member of the Group may still:
(a) Reduce or withhold the number of Award Shares for a selected Participant (the number of Award Shares that may be reduced or withheld shall be limited to The number of award shares with fair market value on that day, which the company reasonably believes is sufficient to bear any liability.
any such liability);
(b) sell on behalf of selected participants the number of H Shares to which they are entitled under the Plan and retain the proceeds and/
or pay it to the relevant authorities or government agencies;
(c) from any payment made to a Selected Participant under this Plan without notice to the Selected Participant; out of any amounts payable by, or from, a group member company to a selected participant, including
Deduct or withhold from the wages payable to the selected participant by any group member company any such the amount of the liability; and/or
(d) Require the Selected Participants to pay in cash or by certified or cashier's check from their account to Any group member company remits a sum sufficient to pay any government agency request by any group member
to withhold and remit taxes or other payments, or otherwise order the company to Satisfactory other arrangements for payment of such amounts.
The Plan Trustee is under no obligation to transfer any Award Shares (or to pay cash for such Award Shares) to the selected Participant.
the actual selling price of shares), unless the selected participant satisfies the Plan Trustee and the Company that it has fulfilled the plan obligations under this clause.
- Changes in selected participants and recovery mechanisms
10.1 If a selected participant changes his or her position within the group, the awarded but unvested award shares shall be Vesting will continue on the vesting date stated in the letter, unless the board of directors or its authorized person decides otherwise. But if selected
Participants change positions for any of the following reasons:
(a) is incompetent for his or her job;
(b) Violate the law, violate professional ethics, or leak company confidential information;
(c) Dereliction of duty or dereliction of duty or serious violation of group rules;
(d) causing harm to the interests or reputation of the Group; or
(e) The Group terminates the labor contract with its employees due to any of the above reasons.
Any awarded but unvested award shares to the employee shall immediately lapse unless the board of directors or its authorized person
To be decided otherwise.
10.2 If the selected participant is not eligible to become a selected participant due to the circumstances specified in Article 6.2 of this plan, the selected participant does not meet the requirements.
Eligible to participate in this plan and are no longer eligible employees, any award shares that have been granted but have not yet vested shall immediately Invalid unless otherwise determined by the Board of Directors or its authorized persons.
10.3 If the selected participant leaves the group due to resignation, layoff, or expiration or termination of the labor contract, he will no longer be a member of the group.
Eligible Employees, any Award Shares granted but not vested shall immediately lapse unless authorized by the Board of Directors or its People decide otherwise.
10.4 If the selected participant loses the ability to work due to a work-related injury and terminates the labor relationship with the group, thus becoming ineligible
For employees, the award shares that have been granted but have not yet vested will continue to vest according to the vesting date recorded in the award letter. Unless the board of directors or its authorized person decides otherwise.
10.5 Under the premise of complying with Article 10.10 and Article 12.1(f) of this plan, taking into account the level of human resources
The special and valuable contributions of any or more employees ("relevant employees"), if the relevant employee dies, the On the day when the event occurs, the award shares that have been granted but have not yet vested will vest immediately, and the relevant grant letter
The listed vesting conditions can be disregarded. If non-relevant employees die due to work-related injuries, when such incidents occur, On the date of the award, the award shares that have been granted but have not yet vested will vest immediately, and the vesting terms listed in the relevant grant letter will vest immediately.
The file can be ignored. If the relevant employee dies not due to a work-related injury, on the day such event occurs, the
However, the award shares that have not vested will immediately become invalid unless otherwise decided by the board of directors or its authorized persons.
10.6 If the Selected Participant is declared bankrupt or insolvent or enters into any settlement agreement with its creditors, any Any award shares that have been granted but have not yet vested shall immediately lapse unless otherwise agreed by the Board of Directors or its authorized persons.
decision.
10.7 If the selected participant is unable to devote all his time and energy to the group business during the labor relationship, or are unable to perform their duties diligently and responsibly for the development of the group’s business and interests (the board of directors or its authorized person shall
decision), the award shares that have been granted but have not yet vested will immediately lapse unless the board of directors or its authorized Scholars have decided otherwise.
10.8 If the selected participant violates its labor contract with the group or any obligations to the group, fails to report to the group The group or company performs its duties diligently (including but not limited to the non-competition clause in Article 13), which has been granted but has not yet vested
The attached award shares will immediately lapse unless otherwise decided by the board of directors or its authorized persons.
10.9 If the selected participant is unable to become a qualified employee due to reasons other than those mentioned in Articles 10.1 to 10.8 above, he/she will be
Award shares granted but not yet vested will immediately lapse unless otherwise determined by the Board of Directors or its authorized persons.
10.10 If an award or part of an award is required to vest as a result of the death of a selected participant, the Plan Trustee shall To hold Award Shares equal to vested Award Shares or actual selling price ("Proceeds") and elect
Transfer to
Legal representative of the selected participant. If no one inherits the income, the income shall become invalid and cease. transfer. Such proceeds shall be held by the Plan Trustee for the purposes of the Plan as surrender shares of the Trust.
tickets or funds. Notwithstanding the foregoing, until any transfer is made hereunder, the trust hereunder shall Earnings held shall be retained and may be invested and disposed of in various ways by the plan trustees.
10.11 The Company shall from time to time notify the Scheme Trustees in writing that the selected participants cease to be eligible employees.
date, and any amendments to the terms and conditions of awards to such selected participants (including award shares quantity).
10.12 If the selected participant’s employment relationship with the Group is terminated for any reason, (i) all vested award shares
It should be sold on the market at the current market price within three months after the termination of the employment relationship; (ii) before After the expiration of the three-month period stipulated in Article 10.12(i) above, the Company reserves the right to continue trading in the market at the current market price.
On-site sale of all assets vested but not sold by selected participants in accordance with Article 9 and Article 10.12(i) of the Plan
Rights to Award Shares.
10.13 If the selected participant’s employment relationship with the Group is compromised by reason of the employment relationship with a member of the Group If the company terminates due to a sale, the Remuneration and Appraisal Committee will decide whether to advance the vesting of any unvested awards.
Belongs to date. The board of directors or authorized person may, in its sole discretion, decide whether to advance the vesting date of any award.
- Transfer of Award Shares and Other Rights
11.1 Rewards granted but not yet vested under the Program shall belong to the selected Participant and shall not be transferred. Any selected
Participants may not sell, transfer, charge, pledge, encumber or encumber the prize for others in any way. Create any benefit or enter into any agreement for disposal.
11.2 Any actual or purported breach of the provisions of Article 11.1 shall entitle the Company to cancel the grant of the Selected Participation
Any award granted but not vested in whole or in part by the party concerned shall not be vested in any award in accordance with Article 19.1. Any compensation or replacement reward. The Company’s Legal Department or other persons authorized by the Board of Directors make the selection of participants
Any violation of any of the above provisions shall be final.
- Interests in trust assets
12.1 To avoid ambiguity:
(a) The Selected Participant is subject to vesting awards in accordance with Sections 9 and 14 of the Plan,
has only a contingent interest in the award;
(b) the Elected Participant shall not give instructions to the Plan Trustee with respect to the Award or any other property of the Trust,
Plan fiduciaries also may not defer to selected participants regarding awards or any other property held in trust by the plan. instructions to scheme trustees;
(c) Neither the Elected Participant nor the Plan Trustee shall have any right to exercise the rights of the Plan Trustee under this Trust or any Award
any voting rights attached to any H shares held by Reward Shares (whether vested or not);
(d) The Selected Participant shall not be entitled to any dividends on unvested Award Shares or any refund of shares or any
any dividends and shall not be entitled to any cash or non-cash income, distributions, non-cash and
Proceeds from the sale of non-note distributions, all amounts foregoing shall be paid to the Plan Trustee for the benefit of the Corporation and the company's general purposes will be returned to the company upon receipt;
(e) The Selected Participants shall not have any rights to the remaining odd shares resulting from the consolidation of H Shares (if any) For the purpose of this plan, the H shares shall be deemed to have been returned;
(f) In the event of the death of the Selected Participant, failure to lodge a request with the Selected Participant’s legal representative within the period specified in Article 10.10
If an interest is transferred by a designated representative, the interest shall be forfeited and the selected participant’s legal representative shall not Make any claims against the company or plan trustee; and
(g) If the Selected Participant ceases to be a qualified employee on or before the relevant vesting date, the
The relevant rewards shall lapse or be forfeited in accordance with the Program, except as provided in clause 10.5 of the Program vest immediately or the board of directors or its authorized person decides otherwise, otherwise the rewards will vest at the relevant time
No vesting will occur on the date and no claim may be made by the selected participant against the Company or the Plan Trustee.
- Restrictive covenants
13.1 By accepting an award awarded under this Scheme, the Selected Participant shall be deemed to have made an investment in this Scheme to the Group. commitments set out in Article 13 and to act in the interests of the Group.
13.2 The selected participants hereby undertake to the Group that when they are employees, directors, shareholders or other interested parties of the Group (except where reasonably necessary to discharge its duties to the Group), or thereafter
At no time will any information relating to the Group or its customers be used, disclosed or communicated to anyone, directly or indirectly. any information, customers or suppliers relating to our services, business methods, processes, systems, inventions, plans or research and development
supplier information, and information that may reasonably be considered confidential from the Group or such persons who are required by law to Except for information disclosed or in the public domain at the relevant time, except for information erroneously disclosed.
) and will use its best efforts to prevent any third party from publishing or disclosing any such information.
13.3 The Selected Participant undertakes to the Group that it will not directly or
Indirectly participating in any competition or similar competition with the Group’s business during the course of his/her employment with the Group or any other business, except for holding H shares or other securities of the Company.
13.4 Selected Participants commit to the Group:
(a) For so long as he is employed by the Company or any group company, he will devote all his time and attention to
business of the Group and will do its best to develop the Group's business for the benefit of the Group without participating in With any competitive or other business; and
(b) after he ceases to be employed by the Group (for any reason), two (2) years from the date of his cessation of employment
Within, you will not, in your own name or on behalf of any other individual, organization or business:
i. Solicitation (relating to any type of business being carried on by the Group for the time being), interference or efforts to induce any member, person or company within the group at any time during the year immediately preceding such termination
He left the group within 10 days and, as far as he knows, is an important customer, customer, supplier, Agent, dealer or employee (other than an entry-level employee) or consultant (by whatever title);
ii. Attempt to interfere with the continued supply of goods or services to any member of the group or any such supply terms; or
iii. as principal or agent or as a shareholder, partner or employee of any other entity Identity, carrying out, engaging in, related to or having interests in: the group's contribution to China within the relevant time
or any business or activity related to the products or services provided by any other overseas customer activity, rather than the group member having engaged in or
any business or activity in which the business is in competition; or
iv. Use or allow any third party to use any name, trade name used by any member of the Group trademark or other intellectual property rights, or any name or trademark that may be confused with, but within the Group
Except when conducting business; and
v. In violation of (i) applicable laws, regulations and rules of any jurisdiction including but not limited to The Securities and Futures Ordinance, as amended from time to time, other Hong Kong securities laws, and the U.S. Securities Act of 1933
securities laws and (ii) handling H shares in violation of any of the company’s internal policies related to H share transactions votes.
13.5 Selected Participants