Zhende Medical’s announcement on the revision of matters related to the company’s second phase employee stock ownership plan
Securities code: 603301 Securities abbreviation: Zhende Medical Announcement number: 2026-005
Zhende Medical Products Co., Ltd.
Announcement on Revision of Matters Related to the Company’s Second 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 Products Co., Ltd. (hereinafter referred to as the "Company") on January 23, 2026 The sixth meeting of the fourth session of the Board of Directors was held on the same day, and reviewed and approved the "Proposal on the Company's Second Employee Stock Ownership Plan (Revised Draft)" and its Summary and the "Proposal on the Company's Second Employee Stock Ownership Plan Management Measures (Revised Draft)", and agreed to revise the relevant content of the Company's Second Employee Stock Ownership Plan (hereinafter referred to as the "Employee Stock Ownership Plan"), and accordingly revise the "Company's Second Employee Stock Ownership Plan (Draft)" and its summary and the relevant content of the "Company's Second Employee Stock Ownership Plan Management Measures". The above proposal has been reviewed and approved by the company at the second holders' meeting of the second phase of the employee stock ownership plan held on January 22, 2026. The proposal still needs to be submitted to the company's shareholders' meeting for review. The specific situation is now announced as follows:
1. Basic information of the 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. Revision of the Employee Stock Ownership Plan
In order to better implement this employee stock ownership plan, the company plans to revise the relevant contents of the "Company's Second Employee Stock Ownership Plan (Draft)" and its summary and the "Company's Second Phase Employee Stock Ownership Plan Management Measures". The specific revisions are as follows:
"Company's Second Term Member"
Revision content
Industrial Stock Ownership Plan (draft)
Before revision After revision
case)》Chapter
Announcement Title The Company’s Second Employee Stock Ownership Plan (Draft) The Company’s Second Employee Stock Ownership Plan (Draft)
revised manuscript)
Chapter 5 Employee Stock Ownership …………
After the duration of the plan and the lock-in period, after the performance appraisal year of the stock ownership plan ends, the unlocked equity shares will be managed by the stock ownership plan on a regular basis and during the performance appraisal period. The underlying shares corresponding to the unlocked equity shares will be managed by the stock ownership plan.
After the business management committee of the stock ownership plan chooses an opportunity to sell it, the original capital contribution will be used. The company will return the interest calculated based on the original capital contribution amount plus the performance appraisal and unlocking amount plus the bank deposit interest for the same period. The bank deposit interest rate for the same period will be calculated.
Company-level performance still holds holders. If there is still money left after being returned to the holder and the price is repurchased and cancelled, and the shareholding calculation and unlocking ratio are within the income, the income will belong to the company. The sum of the original investment amount plus the interest calculated on the bank's deposit interest rate for the same period will be returned to the holder. If there is still a collection after returning it to the holder
If there is a profit, the profit belongs to the company.
Chapter 5 Employee Stock Ownership …………
The duration and lock-up period of the plan. If the number of underlying stock rights actually unlocked by the holder is less than the number of rights and interests that can be unlocked in the current period.
The management committee has the right to decide on the number of businesses in the stock ownership plan that have not yet been assessed and unlocked. The management committee has the right to decide to take back the shares that meet the unlocking conditions and to take back the shares that meet the unlocking conditions.
Performance at the individual level is allocated to other holders, and the holder should be assessed to meet the participation criteria of the employee stock ownership plan. The recovery price is the holder’s original capital contribution, and the recovery price is the holder’s original capital contribution; if this share is in the amount of the employee’s shareholding; if this share has not been distributed within the duration of the employee stock ownership plan, it will not be distributed. If the distribution is not completed within the duration of the plan, the unallocated portion will be allocated to some shares during the duration after the unlocking date. The underlying stocks corresponding to the shares will be sold at the unlocking machine and the original investment amount will be returned. After the lock-up date, the company will pay according to the original amount during the duration.
holder. If the initial capital contribution is repurchased and canceled after being returned to the holder, and the shareholding plan generates income, the income will belong to the company. The original contribution amount is returned to the holder. If there is still income after returning it to the holder, the income
Part of it belongs to the company.
Chapter 8 Employee Stock Ownership …………
Change and termination of the plan 3. If one of the following circumstances occurs, the Management Committee and the holder’s equity committee have the right to cancel and terminate the holder’s participation in the employee stock ownership plan and the qualifications and holdings of the employee stock ownership plan.
- The holder's equity has the corresponding equity share of the stock ownership plan, and will have the corresponding equity share of the stock ownership plan, and will dispose of the unlocked employee stock ownership plan held by it. The unlocked equity share of the employee stock ownership plan held by it is forcibly recovered, and the recovery price is based on the equity share. The recovery price is based on the initial purchase price and market price of the underlying stock corresponding to the share (based on the management committee's decision to cancel the holder's participation in the stock ownership plan) The Management Committee shall determine the lower of the closing price of the previous trading day (the closing price of the previous trading day) when deciding to disqualify the holder from participating in the shareholding plan. The Management Committee may transfer the recovered shares of the Employee Stock Ownership Plan to designated transferees who are qualified to participate in the Employee Stock Ownership Plan. A transferee who is eligible for the share plan. If there is no transferee who is qualified to participate in this employee stock ownership plan, the company will repurchase and cancel the underlying stock corresponding to the share at the above-mentioned callback price.
…
Chapter 8 Employee Stock Ownership 4. During the duration, if one of the following circumstances occurs: 4. During the duration, if one of the following circumstances occurs and the plan is changed or terminated, the management committee has the right to cancel and terminate the holder's rights and interests. The holder's qualification to participate in the stock ownership plan and the holder's qualification and disposition to participate in the stock ownership plan. Already held the corresponding equity share of the stock ownership plan: Already held the corresponding equity share of the stock ownership plan:
4. Rights and Interests of Holders …… ……
During the duration of the disposal, if one of the above circumstances occurs, the cash income that has been realized before the date of the occurrence of the equity share of the stock ownership plan held by the holder as of the date when the situation occurs may be enjoyed by the original holder and the legal heir on a share basis. There is a share of cash benefits that have not yet been realized. For shares that have not yet realized cash gains, their original holders and legal heirs will no longer enjoy them, and will no longer be enjoyed by the stock ownership plan on a per share basis, and will be recovered by the stock ownership plan on a per share basis. The management committee can take back the recovered shares, and the management committee can transfer the recovered share ownership plan shares to a designated transferee who is qualified to participate in the employee stock ownership plan, and the recovery price shall be treated in accordance with the following principles. person, and the recovery price will be handled in accordance with the following principles: Processing:
… …
If there is no transferee who is qualified to participate in this employee stock ownership plan, the company will transfer the subject matter corresponding to the share according to the above recovery price.
Stock repurchase cancellation.
Chapter 8 Employee Stock Ownership 6. During the duration, the management committee will adjust the holder’s duties/rank changes based on the company’s relevant assessment of the holder or the changes in the position and holder’s rights and interests, and adjust the share of the stock ownership plan obtained by the holder based on the changes and terminations of the company’s plan, including adjustments and increases.
- Reduction of holders’ equity and cancellation of shares. ... Management Committee Reduce and cancel quotas. … The Management Committee may transfer the canceled or reduced shares to other participants who meet the conditions stipulated in this plan, or other holders who have been promoted, or other holders who have been promoted. The transfer price is the subscription price of the employee stock ownership plan. …Subscription price. If there is no transferee who is qualified to participate in this plan, the company will transfer the corresponding subject matter of the share according to the above transfer price.
Cancellation of share repurchases. …
In addition to the above amendments, other contents of the "Company's Second Employee Stock Ownership Plan (Draft)" remain unchanged, and the summary of the "Company's Second Employee Stock Ownership Plan (Draft)" and the relevant contents of the "Company's Second Employee Stock Ownership Plan Management Measures" are revised accordingly. For details, please refer to the "Company's Second Phase Employee Stock Ownership Plan (Revised Draft)" and its summary and the "Company's Second Phase Employee Stock Ownership Plan Management Measures (Revised Draft)" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on the same day. The above amendments still need to be submitted to the company's second extraordinary shareholders' meeting in 2026 for review.
3. The impact of this revision on the company
This revision complies with relevant regulations such as the "Guiding Opinions on the Implementation of Pilot Employee Stock Ownership Plans by Listed Companies" and the "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations", and the decision-making process is legal and compliant. This revision will not have a substantial impact on the company's financial status and will not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.
4. Opinions of the Remuneration and Appraisal Committee and the Audit Committee
Opinion of the Remuneration and Appraisal Committee: The company's revision of matters related to the second phase of the employee stock ownership plan is in compliance with the "Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies", the "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation" and the relevant provisions of the employee stock ownership plan. The procedures for this revision are legal and compliant, and there is no harm to the interests of the company and all shareholders. The Remuneration and Appraisal Committee of the Board of Directors agreed to amend matters related to the second phase of the Employee Stock Ownership Plan and agreed to submit the proposal to the Board of Directors for review.
Opinion of the Audit Committee: The Audit Committee believes that the matters related to this revision of the second phase of the Employee Stock Ownership Plan are in compliance with the "Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies", the "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation" and the relevant provisions of the Employee Stock Ownership Plan. The review process is legal and compliant, and there is no harm to the interests of the company and all shareholders.
5. Legal opinions issued by lawyers
Beijing Guofeng Law Firm believes:
As of the date of issuance of this legal opinion, in addition to being submitted to the company's shareholders' meeting for review and approval, the company's adjustment to the employee stock ownership plan has obtained the necessary approvals at this stage in accordance with the "Guiding Opinions", "Regulatory Guidelines No. 1" and the relevant provisions of the employee stock ownership plan. The company still needs to continue to perform information disclosure obligations on the adjustment and implementation of the employee stock ownership plan in accordance with the provisions of relevant laws, regulations and normative documents.
The content of this adjustment to the employee stock ownership plan complies with the relevant provisions of the "Guiding Opinions" and "Regulatory Guidelines No. 1".
The company will continue to pay attention to the implementation 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.
January 24, 2026