Zhende Medical’s announcement regarding the failure to meet the unlocking conditions and the expiration of the lock-in period for the third unlocking period of the company’s second-phase employee stock ownership plan
Securities code: 603301 Securities abbreviation: Zhende Medical Announcement number: 2025-044
Zhende Medical Products Co., Ltd.
Announcement regarding the failure to meet the unlocking conditions and the expiration of the lock-in period for the third unlocking period of the company’s second-phase employee stock ownership 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.
Zhende Medical Supplies Co., Ltd. (hereinafter referred to as the "Company") held the fifth meeting of the fourth board of directors on December 15, 2025 to review and adopt the "Proposal on the Unfulfilled Conditions for the Third Unlocking Period of the Company's Second Phase Employee Stock Ownership Plan". The details are as follows:
1. Basic information of the second phase of employee stock ownership plan
The company held the fourth meeting of the third board of directors and the second extraordinary general meeting of shareholders in 2022 on September 30, 2022 and October 20, 2022, respectively, and reviewed and approved the "Proposal on the Company's Second Employee Stock Ownership Plan (Draft)> and its Summary" and other relevant proposals, and agreed to implement the company's second employee stock ownership plan. For details, please refer to the company's announcements on October 1, 2022, and October 2022. Announcement disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on the 21st.
On December 14, 2022, the company received the "Transfer Registration Confirmation" issued by China Securities Depository and Clearing Co., Ltd., and the 2,270,460 shares of the company held by the "Zhende Medical Products Co., Ltd. Repurchase Special Securities Account" were transferred non-trading to the "Zhende Medical Products Co., Ltd. - Second Phase Employee Stock Ownership Plan" special account on December 13, 2022, with a transfer price of 22.10 Yuan/share, with a total of 2,270,460 shares transferred, accounting for 0.85% of the company’s total share capital at that time. For details, please refer to the company’s announcement disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on December 15, 2022.
2. Unlocking period of the second phase of employee stock ownership plan
The duration of the company's second phase of the employee stock ownership plan is 48 months. It will be unlocked in three phases 12 months from the date the company announced the transfer of the last underlying stock to the name of the employee stock ownership plan (December 15, 2022). The lock-in period is up to 36 months, as follows:
The first batch of unlocking time points: 12 months from the date when the company announces the transfer of the last underlying stock to the name of this employee stock ownership plan.
The second batch of unlocking time points: 24 months from the date when the company announces the transfer of the last underlying stock to the name of this employee stock ownership plan.
The third batch of unlocking time points: 36 months from the date when the company announced the transfer of the last underlying stock to the name of the employee stock ownership plan.
3. Early unlocking status of the second phase of the employee stock ownership plan
The first unlocking period of the company’s second phase of the employee stock ownership plan has expired on December 14, 2023. The twelfth meeting of the company’s third board of directors and the tenth meeting of the third board of supervisors reviewed and approved the “Proposal on Fulfillment of Unlocking Conditions for the First Unlocking Period of the Company’s Second Phase of the Employee Stock Ownership Plan”, unlocking 440,592 shares of the second phase of the employee stock ownership plan, accounting for 0.1654% of the company’s total share capital at that time. For details, please refer to the company’s announcement disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on December 14, 2023.
The second unlocking period of the company’s second employee stock ownership plan has started in December 2024 On the expiration of the 14th, the 19th meeting of the company's third board of directors and the 16th meeting of the third board of supervisors reviewed and approved the "Proposal on the Unfulfilled Conditions for the Second Unlocking Period of the Company's Second Employee Stock Ownership Plan". According to the draft provisions of the second phase of the Employee Stock Ownership Plan, the company-level performance assessment indicators for the second unlocking period of the company's second phase of the Employee Stock Ownership Plan were not met, and no shares were unlocked in the second unlocking period of the second phase of the Employee Stock Ownership Plan.
Company-level performance assessment indicators and completion status of the third unlocking period of the second phase of the Employee Stock Ownership Plan
The equity of the underlying stocks held by the holders of this employee stock ownership plan will be 12 months, 24 months, and 36 months from the date when the draft of the employee stock ownership plan is reviewed and approved by the company's shareholders' meeting, and the company announces the transfer of the last underlying stock to the name of the employee stock ownership plan. Based on the completion of the company's performance assessment targets for each year from 2022 to 2024, the actual unlockable proportions of the equity held by the holders in that year, M1, M2, and M3, are determined. Assume The actual completion amount of the company's operating income in each year from 2022 to 2024 is X1, X2, and
Actual completion of business income corresponding to examination
Company-level unlocking ratio (M)
Calibration annual amount (unit: 100 million yuan)
2022 X1 1 If 58≤X1, M1=Min{10%+(X1-58)/(80-58)*90%,20%}
a) 58≤X2＜80, M2=10%+(X2-58)/(80-58)*90% b) 80≤X2, M2=100%
② If 58≤X1＜(58+22*10%/90%),
a) X2≤X1, M2=0%
2023 X2 b) X1＜X2＜80, M2=(X2-X1)/(80-58)*90%
③ If X1≥(58+22*10%/90%),
a) X2≤(58+22*10%/90%), M2=0%
b) X2>(58+22*10%/90%), M2=
Min{(X2-(58+22*10%/90%))/(80-58)*90%,80%} ① If X1＜58 and X2＜58,
a) 58≤X3＜80, M3=10%+(X3-58)/(80-58)*90% b) 80≤X3, M3=100%
② If X1＜58 and 58≤X2＜80,
a) X3≤X2, M3=0%
b) X2＜X3＜80, M3=(X3-X2)/(80-58)*90%
c) X3≥80, M3=100%-M2
③If X1＜58 and 80≤X2, M3=0%
④If 58≤X1＜(58+22*10%/90%),
a) X3≤Max{X1,X2}, M3=0%
2024 X3 b) Max{X1,X2}＜X3＜80, M3=(X3-Max{X1,X2})/(80-58)*90%
⑤ If X1≥(58+2210%/90%) and X2≤(58+2210%/90%), a) X3≤(58+22*10%/90%), M3=0%
b) X3>(58+22*10%/90%), M3=
Min{(X3-(58+2210%/90%))/(80-58)90%,80%} ⑥If X1≥(58+2210%/90%) and (58+2210%/90%)<X2<80, a) X3≤X2, M3=0%
b) X2＜X3＜80, M3=(X3-X2)/(80-58)*90%
c) X3≥80, M3=100%-M1-M2
⑦If X1≥(58+22*10%/90%) and
②The above Max{X1,X2} is expressed as the maximum value of the two values X1 and X2, and Min{X1,
Corresponding assessment net profit is actually completed
Company-level unlocking ratio (M) annual amount (unit: 100 million yuan)
In 2022 Y1 1 If 7≤Y1,M1=Min{10%+(Y1-7)/(9-7)*90%,20%} Y1＜7,M1=0% ① If Y1＜7,
a) 7≤Y2<9, M2=10%+(Y2-7)/(9-7)*90%
Y2 in 2023 b) 9≤Y2, M2=100% Y2＜7, M2=0% ② If 7≤Y1＜(7+2*10%/90%),
a) Y2≤Y1, M2=0%
b) Y1＜Y2＜9, M2=(Y2-Y1)/(9-7)*90%
c) Y2≥9, M2=100%-M1
③ If Y1≥(7+2*10%/90%),
a) Y2≤(7+2*10%/90%), M2=0%
b) Y2>(7+2*10%/90%), M2=
Min{(Y2-(7+2*10%/90%))/(9-7)*90%,80%}
① If Y1＜7 and Y2＜7,
a) 7≤Y3<9, M3=10%+(Y3-7)/(9-7)*90%
b) 9≤Y3, M3=100%
② If Y1＜7 and 7≤Y2＜9,
a) Y3≤Y2, M3=0%
b) Y2＜Y3＜9, M3=(Y3-Y2)/(9-7)*90%
c) Y3≥9, M3=100%-M2
③If Y1＜7 and 9≤Y2, M3=0%
④If 7≤Y1＜(7+2*10%/90%),
a) Y3≤Max{Y1,Y2}, M3=0%
2024 Y3 b) Max{Y1,Y2}＜Y3＜9, M3=(Y3-Max{Y1,Y2})/(9-7)*90% Y3＜7, M3=0% c) Y3≥9, M3=100%-M1-M2
⑤ If Y1≥(7+210%/90%) and Y2≤(7+210%/90%),
a) Y3≤(7+2*10%/90%), M3=0%
b) Y3>(7+2*10%/90%), M3=
Min{(Y3-(7+2*10%/90%))/(9-7)*90%,80%}
⑥If Y1≥(7+210%/90%) and (7+210%/90%)<Y2<9,
a) Y3≤Y2, M3=0%
b) Y2＜Y3＜9, M3=(Y3-Y2)/(9-7)*90%
c) Y3≥9, M3=100%-M1-M2
⑦If Y1≥(7+2*10%/90%) and Y2≥9, M3=0%
Note: The calculation of the above "net profit" indicator is based on the audited net profit attributable to shareholders of the parent company and excluding the share payment costs of this and other equity incentive plans and employee stock ownership plans.
The company-level performance assessment based on the unlocking of equity shares under the stock ownership plan uses operating income (X) or net profit (Y) as the assessment indicator, and the higher value of the unlockable proportion and share corresponding to the above two assessment indicators in the assessment year is the equity share actually unlocked in that year, but the cumulative unlockable equity shares as of any assessment year shall not be higher than the higher value of the cumulative number of unlockable equity shares calculated based on the separate calculation method of the above two assessment indicators.
After auditing, the company achieved operating income of 4,263,886,317.39 yuan in 2024, and realized a net profit attributable to shareholders of the parent company of 385,170,721.28 yuan. After excluding the impact of 0 yuan in share payment costs of this and other equity incentive plans, the value was 385,170,721.28 yuan. In summary, according to the draft provisions of this employee stock ownership plan, the company-level performance assessment indicators in the third unlocking period of the company's second phase of the employee stock ownership plan have not been met, and there are no shares to be unlocked in the third unlocking period of this employee stock ownership plan.
5. Opinions of the Remuneration and Appraisal Committee and the Audit Committee
Opinion of the Remuneration and Appraisal Committee: After verification, the company-level performance assessment indicators in the third unlocking period of the company's second phase of the employee stock ownership plan have not been met. There is no stock unlocking in the third unlocking period of this employee stock ownership plan. This is in compliance with the "Guiding Opinions on the Implementation of Pilot Employee Stock Ownership Plans by Listed Companies" and other laws and regulations. The review process is legal, the resolution is valid, and there is no harm to the interests of the company and all shareholders. The Remuneration and Appraisal Committee agreed with the "Proposal on the Unfulfilled Conditions for the Third Unlocking Period of the Company's Second Employee Stock Ownership Plan".
Opinion of the Audit Committee: The unlocking conditions for the third unlocking period of the company's second phase of the employee stock ownership plan have not been met. There is no stock unlocking in the third unlocking period of the current employee stock ownership plan. The review procedures and resolutions on this matter are legal and valid and comply with the provisions of the company's "Second Employee Stock Ownership Plan (Draft)", "Second Employee Stock Ownership Plan Management Measures" and "Guidance on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies" and other laws, regulations and normative documents. There is no harm to the interests of the company and all shareholders. Therefore, the Audit Committee agreed with the "Proposal on the Unfulfilled Conditions for the Third Unlocking Period of the Company's Second Employee Stock Ownership Plan".
6. Other instructions
The company will continue to pay attention to the implementation of the second phase of the employee stock ownership plan and perform its information disclosure obligations in a timely manner in accordance with relevant laws and regulations.
Announcement is hereby made.
Board of Directors of Zhende Medical Products Co., Ltd.
December 16, 2025