Zhende Medical Announcement on the Implementation of the Repurchase and Cancellation of Partial Shares of the Second Phase Employee Stock Ownership Plan
Securities code: 603301 Securities abbreviation: Zhende Medical Announcement number: 2026-015
Zhende Medical Products Co., Ltd.
About some shares of the second phase of employee stock ownership plan
Announcement on Implementation of Buyback and Cancellation
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.
Important content reminder:
Reasons for repurchase and cancellation: In view that the company-level performance assessment indicators in the second and third unlocking periods of the second phase of the employee stock ownership plan (hereinafter referred to as the “employee stock ownership plan”) of Zhende Medical Products Co., Ltd. (hereinafter referred to as the “Company”) were not met, the corresponding 1,829,868 company shares that were not unlocked by the employee stock ownership plan were repurchased and canceled by the company.
Relevant information on the repurchase and cancellation of shares:
Number of shares repurchased (shares) Number of shares canceled (shares) Cancellation date
1,829,868 1,829,868 April 7, 2026
1. Decision-making and information disclosure of this repurchase and cancellation
The company held the sixth meeting of the fourth session of the Board of Directors on January 23 and February 9, 2026 respectively. The second extraordinary shareholders' meeting in 2017 reviewed and approved the "Proposal on the Company's Second Employee Stock Ownership Plan (Revised Draft) and its Summary", the "Proposal on the Management Measures for the Company's Second Employee Stock Ownership Plan (Revised Draft)", the "Proposal on the Repurchase of Unlocked Shares of the Company's Second Employee Stock Ownership Plan", the "Proposal on Changing the Purpose of Repurchased Shares and Cancellation" and the "Proposal on Changing the Company's Registered Capital and Amending the Articles of Association and Handling Industrial and Commercial Change Registration", and agreed to repurchase the Employee Stock Ownership Plan that could not be unlocked. 1,829,868 shares of the company were repurchased and canceled. For details, please refer to the company’s announcements disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on January 24, 2026, and February 10, 2026.
The company disclosed the "Announcement of Zhende Medical on Cancellation of Repurchased Shares, Reduction of Registered Capital and Notification to Creditors" on February 10, 2026 (Announcement Number: 2026-012). As of the expiration of the filing period (within 45 days from February 10, 2026), no creditors have raised objections to the company.
2. Repurchase and Cancellation of the Employee Stock Ownership Plan
(1) Reasons and contents of this repurchase and cancellation of shares in the employee stock ownership plan
According to the relevant provisions of the company's "Second Phase Employee Stock Ownership Plan (Draft)", the company-level performance assessment indicators in the second and third unlocking periods of the company's second phase employee stock ownership plan have not been met, and the corresponding underlying stocks cannot be unlocked. For details, please refer to the company's announcements disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on December 14, 2024 and December 16, 2025. Based on the above situation and combined with the company's actual situation, in accordance with the "Share Repurchase Rules for Listed Companies", "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 7 - Repurchase of Shares", "The Company's Second Employee Stock Ownership Plan (Revised Draft)" and other relevant regulations, the company plans to repurchase and cancel the 1,829,868 company shares that cannot be unlocked by the employee stock ownership plan at a repurchase price of 22.17 yuan/share. The source of funds for this repurchase is the company's own funds.
(2) Arrangements for repurchase and cancellation
The company has opened a special repurchase securities account (account number: B883756918) at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and submitted an application for repurchase and cancellation of the above 1,829,868 shares to the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The cancellation is expected to be completed on April 7, 2026. After the cancellation is completed, the company will handle the corresponding company industrial and commercial change registration procedures in accordance with the law.
3. Changes in the company’s share capital structure after the completion of this cancellation
Based on the company's share capital structure as of the disclosure date of this announcement, after the completion of this cancellation, the company's total share capital will be reduced from 265,835,535 shares to 264,005,667 shares. The specific changes in equity structure are as follows:
Before this change After this change
Share type
Number of shares (shares) Proportion of total share capital Number of shares (shares) Proportion of total share capital Circulating shares with trading restrictions 0 0.00% 0 0.00% Circulating shares without selling conditions 265,835,535 100.00% 264,005,667 100.00%
Total 265,835,535 100.00% 264,005,667 100.00%
Note: The final changes in the above share capital structure shall be subject to the share capital structure table issued by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the repurchase and cancellation is completed.
4. The impact of this repurchase and cancellation on the company
This partial share repurchase and cancellation will not have a significant impact on the company's financial status and operating results, nor will it affect the company's ability to fulfill its debts or its ability to continue operating. It will not harm the interests of the company and shareholders, especially small and medium-sized shareholders. It will not lead to changes in the company's controlling shareholders and actual controllers. The company's equity distribution still meets the listing conditions and will not affect the company's listing status.
Announcement is hereby made.
Board of Directors of Zhende Medical Products Co., Ltd.
April 2, 2026