Xiaofang Pharmaceutical’s announcement on adjusting matters related to the company’s 2025 restricted stock incentive plan
Securities code: 603207 Securities abbreviation: Xiaofang Pharmaceutical Announcement number: 2025-048
Shanghai Xiaofang Pharmaceutical Co., Ltd.
Announcement on Adjustments to Matters Related to the Company’s 2025 Restricted Stock Incentive Plan The Company’s Board of Directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents.
Shanghai Xiaofang Pharmaceutical Co., Ltd. (hereinafter referred to as "Xiaofang Pharmaceutical" or the "Company") held the eighth meeting of the second board of directors on December 19, 2025, and reviewed and approved the "Proposal on Adjusting Matters Related to the Company's 2025 Restricted Stock Incentive Plan" and "On Proposal to the Company for 2025" "Proposal on Granting Reserved Partial Restricted Stocks to Incentive Objects of the 25-Year Restricted Stock Incentive Plan", the company's board of directors has made adjustments to matters related to the company's 2025 restricted stock incentive plan in accordance with the authorization of the company's first extraordinary shareholders' meeting in 2025. The relevant matters are now explained as follows:
1. Decision-making procedures and information disclosure status of this incentive plan
On January 3, 2025, the company held the second meeting of the second board of directors and the second meeting of the second board of supervisors, and reviewed and approved the "Proposal on the <Shanghai Xiaofang Pharmaceutical Co., Ltd. 2025 Restricted Stock Incentive Plan (Draft)> and its Summary" and the "Proposal on the <Shanghai Xiaofang Pharmaceutical Co., Ltd. Co., Ltd. 2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures>" and other proposals. The company's board of supervisors verified the relevant matters of this incentive plan and issued relevant verification opinions.
On January 25, 2025, the company disclosed the "Shanghai Xiaofang Pharmaceutical Co., Ltd.'s Announcement on the Public Solicitation of Voting Rights for Independent Directors" (Announcement No.: 2025-006) on the website of the Shanghai Stock Exchange (www.sse.com.cn). According to the entrustment of other independent directors of the company, independent director Yu Wei served as the solicitor to solicit voting rights from all shareholders of the company on the company's incentive plan-related proposals to be considered at the company's first extraordinary general meeting of shareholders in 2025.
The company has publicized the list of incentive targets internally, and the publicity period is from January 6, 2025 to January 15, 2025. During the publicity period, the company's Board of Supervisors did not receive any objections from employees regarding the first grant of incentives to the incentive objects of this incentive plan, and on February 8, 2025, it disclosed the "Verification Opinions and Publicity Statement of the Board of Supervisors of Shanghai Xiaofang Pharmaceutical Co., Ltd. on the List of Incentive Objects of the Company's 2025 Restricted Stock Incentive Plan".
On February 13, 2025, the company held the first extraordinary general meeting of shareholders in 2025, which reviewed and approved the "Proposal on the <Shanghai Xiaofang Pharmaceutical Co., Ltd. 2025 Restricted Stock Incentive Plan (Draft)> and its Summary", the "Proposal on the <Shanghai Xiaofang Pharmaceutical Co., Ltd. Co., Ltd. 2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures>" and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2025 Restricted Stock Incentive Plan".
On February 14, 2025, the company disclosed the "Xiaofang Pharmaceutical's Self-examination Report on the Insider's Purchase and Sale of the Company's Stocks in the Company's 2025 Restricted Stock Incentive Plan" on the Shanghai Stock Exchange website (www.sse.com.cn) (Announcement Number: 2025-009).
On February 13, 2025, the third meeting of the company’s second board of directors and the third meeting of the second board of supervisors both reviewed and approved the “Proposal on the First Grant of Restricted Stocks to the Incentive Objects of the Company’s 2025 Restricted Stock Incentive Plan”. The company's supervisory board issued an agreed verification opinion.
On December 19, 2025, the company held the eighth meeting of the second board of directors, and reviewed and approved the "Proposal on Adjusting Matters Related to the Company's 2025 Restricted Stock Incentive Plan" and "The Proposal on Granting Reserved Partial Restricted Stocks to the Incentive Objects of the Company's 2025 Restricted Stock Incentive Plan". The Remuneration and Appraisal Committee of the company's board of directors issued an agreed verification opinion.
2. Reasons for adjustment and adjustment results
The company held the 2024 Annual General Meeting of Shareholders on May 22, 2025, and reviewed and approved the "Proposal on the Profit Distribution Plan for 2024" and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Determine the Company's Interim Profit Distribution Plan for 2025", and disclosed the "2024 Annual Equity Distribution Implementation Announcement" on June 4, 2025 (Announcement Number: 2025-024). This profit distribution is based on the company's total share capital of 160,559,967 shares before the implementation of the plan. A cash dividend of 1.5 yuan (tax included) will be distributed per share, and a total cash dividend of 240,839,950.50 yuan will be distributed. The company held the fifth meeting of the second board of directors on August 22, 2025, and reviewed and approved the "Proposal on the 2025 Interim Profit Distribution Plan of Shanghai Xiaofang Pharmaceutical Co., Ltd." and disclosed the "2025 Semi-annual Equity Distribution Implementation Announcement" on October 11, 2025 (Announcement Number: 2025-035). This profit distribution is based on the company's total share capital of 160,559,967 shares before the implementation of the plan, with a cash dividend of 0.70 yuan (tax included) per share, and a total cash dividend of 112,391,976.90 yuan.
According to Chapter 14 of the "2025 Restricted Stock Incentive Plan (Draft)" Principles for Repurchase of Restricted Stocks: After the restricted stocks granted to the incentive targets have been registered, if the company has events such as converting capital reserves into share capital, distributing stock dividends, subdividing shares, allotment or reduction of shares, distribution of dividends, etc. that affect the company's total share capital or the company's stock price, the company should make corresponding adjustments to the repurchase price of the restricted stocks that have not yet been lifted.
According to Chapter 9 of the "2025 Restricted Stock Incentive Plan (Draft)", the adjustment methods and procedures for the restricted stock incentive plan: If between the announcement date of this incentive plan and the completion of the registration of restricted stock shares by the incentive objects, the company has matters such as converting capital reserve funds to share capital, distributing stock dividends, subdividing shares, allotment, reduction of shares, or payment of dividends, the grant price of the restricted stocks should be adjusted accordingly.
According to the authorization of the first extraordinary general meeting of shareholders in 2025, the company will adjust the repurchase price of some restricted stocks first granted under this incentive plan and the grant price of some restricted stocks reserved for this incentive plan.
- The adjustment method for the repurchase price when paying dividends is:
P= P -V
Among them: P is the adjusted repurchase price of restricted shares per share; P is the grant price of restricted shares per share before adjustment; V is the dividend amount per share.
According to the above formula, the adjusted repurchase price of the initial grant of the restricted stock incentive plan in 2025 = 14.97-1.50-0.70 = 12.77 yuan/share.
- The adjustment method for the grant price when paying dividends is:
P= P -V
Among them: P is the grant price of restricted stock per share before adjustment; V is the dividend amount per share; P is the grant price of restricted stock per share after adjustment.
According to the above formula, the adjusted reserved grant price of the restricted stock incentive plan in 2025 = 14.97- 1.50-0.70 = 12.77 yuan/share.
Except for the above adjustments, other contents of this incentive plan are consistent with the contents of the company's 2025 restricted stock incentive plan reviewed and approved at the company's first extraordinary general meeting of shareholders in 2025. According to the authorization of the company's first extraordinary general meeting of shareholders in 2025, this adjustment does not need to be submitted to the company's general meeting of shareholders for review.
3. The impact of this adjustment on the company
The company's adjustments to matters related to this incentive plan will not have a substantial impact on the company's financial status and operating results.
4. Opinions of the Remuneration and Appraisal Committee of the Board of Directors
The company's adjustments to matters related to the 2025 Restricted Stock Incentive Plan are in compliance with laws and regulations such as the "Measures for the Administration of Equity Incentives for Listed Companies" (hereinafter referred to as the "Administrative Measures") and the relevant provisions of the "Company's 2025 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan (Draft)"), and have fulfilled the necessary approval procedures, without harming the interests of the company and all shareholders. The Compensation and Appraisal Committee of the Board of Directors agreed to the company’s adjustments to matters related to the 2025 restricted stock incentive plan.
5. Concluding opinions of the legal opinion
JunHe Law Firm Shanghai Branch believes that: as of the date of issuance of this legal opinion, the company's adjustments to matters related to the 2025 Restricted Stock Incentive Plan are in compliance with the relevant provisions of the "Administrative Measures" and the "Shanghai Xiaofang Pharmaceutical Co., Ltd. 2025 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan").
Announcement is hereby made.
Board of Directors of Shanghai Xiaofang Pharmaceutical Co., Ltd.
December 20, 2025