Haili Biotech Announcement on the Implementation of the Repurchase and Cancellation of Part of the Restricted Stocks and Stock Option Incentive Plan in 2023
Securities code: 603718 Securities abbreviation: Haili Biotechnology Announcement number: 2026-001
Shanghai Haili Biotechnology Co., Ltd.
About the 2023 Restricted Stock and Stock Option Incentive Plan
Announcement on the Implementation of Repurchase and Cancellation of Partial Restricted Stocks
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: Shanghai Haili Biotechnology Co., Ltd. (hereinafter referred to as the "Company") held the 16th meeting of the fifth board of directors on October 28, 2025, and reviewed and approved the "Proposal on the Unfulfilled Conditions for Restricting the Restricted Stocks in the Second Unlocking Period of the Company's 2023 Restricted Stock and Stock Option Incentive Plan, Adjusting the Repurchase Price and Exercise Price, and Repurchasing and Cancelling Part of the Restricted Stock and Cancellation of Part of the Stock Options." According to the relevant provisions of the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as the "Administrative Measures") and the "2023 Restricted Stock and Stock Option Incentive Plan (Draft) of Shanghai Haili Biotechnology Co., Ltd." (hereinafter referred to as the "Incentive Plan"), in view of the company's 2023 restrictions Eight of the incentive targets who were granted restricted stocks under the Sexual Stock and Stock Option Incentive Plan (hereinafter referred to as the “Incentive Plan”) resigned and were therefore not eligible to participate in this incentive plan. It was agreed that the 1.32 million restricted shares that had been granted to the aforementioned incentive targets but had not yet been released from sales restrictions would be repurchased and canceled. At the same time, because the conditions for unlocking the restricted stocks of the company's restricted stocks in this incentive plan have not been met during the second unlocking period, according to the relevant provisions of the "Incentive Plan", the company's board of directors agreed to repurchase and cancel a total of 2.4375 million restricted shares of 43 incentive targets that are not allowed to be unlocked during the second unlocking period. In summary, a total of 3.7575 million restricted shares were repurchased and canceled this time.
Relevant information on the cancellation of shares this time
Number of shares repurchased Number of shares canceled Date of cancellation
3.7575 million shares 3.7575 million shares January 9, 2026
1. Decision-making and information disclosure on the repurchase and cancellation of this restricted stock
On October 28, 2025, the company held the 16th meeting of the fifth board of directors and reviewed and approved the "Proposal on the Unfulfilled Conditions for Unlocking the Restricted Stocks in the Second Unlocking Period of the Company's 2023 Restricted Stock and Stock Option Incentive Plan, Adjusting the Repurchase Price and Exercise Price, and Repurchasing and Cancelling Part of the Restricted Stock and Cancellation of Part of the Stock Options". The Remuneration and Assessment Committee of the company's Board of Directors issued a concurring opinion. According to the authorization of the company's second extraordinary general meeting of shareholders in 2023, the repurchase and cancellation of some restricted stocks does not need to be submitted to the company's shareholders' meeting for review. For details, please refer to the "Shanghai Haili Biotechnology Co., Ltd.'s Restrictions on the Company's 2023 Restrictions" disclosed by the company on October 30, 2025 in the Securities Times, Securities Daily and the Shanghai Stock Exchange website (www.sse.com.cn) Announcement on the Unfulfilled Conditions for Unlocking the Restricted Stocks in the Second Unlocking Period of the Stock and Stock Option Incentive Plan and the Adjustment of the Repurchase Price and Exercise Price and the Repurchase and Cancellation of Part of the Restricted Stock and the Cancellation of Part of the Stock Options" (Announcement Number: 2025-048).
The company's repurchase and cancellation of restricted shares will involve a reduction in registered capital. According to the provisions of the "Company Law of the People's Republic of China" and other relevant laws and regulations, the company has fulfilled the procedure of notifying creditors regarding the above-mentioned share repurchase and cancellation matters. For details, please refer to the company's announcement on the securities on October 30, 2025. "Shanghai Haili Biotechnology Co., Ltd.'s Announcement on Repurchasing and Cancelling Part of Restricted Stock to Reduce Registered Capital and Notifying Creditors" (Announcement Number: 2025-049) was disclosed on the Times, Securities Daily and the Shanghai Stock Exchange website (www.sse.com.cn). During the declaration of claims, the company did not receive any objections from creditors to this proposal, nor did it receive any request from the company’s creditors to pay off debts or provide corresponding guarantees.
2. Repurchase and Cancellation of Restricted Stocks
(1) Reasons and basis for the repurchase and cancellation of restricted stocks
According to the relevant provisions of the "Administrative Measures" and the "Incentive Plan", in view of the fact that 8 of the incentive targets who were granted restricted stocks in this incentive plan of the company have resigned and are therefore not qualified to participate in this incentive plan, it is agreed that the 1.32 million restricted shares that have been granted to the aforementioned incentive targets but have not been released from sale restrictions will be repurchased and canceled. At the same time, because the conditions for unlocking the restricted stocks of the company's restricted stocks in this incentive plan have not been met during the second unlocking period, according to the relevant provisions of the "Incentive Plan", the company's board of directors agreed to repurchase and cancel a total of 2.4375 million restricted shares of 43 incentive targets that are not allowed to be unlocked during the second unlocking period. In summary, a total of 3.7575 million restricted shares were repurchased and canceled this time.
(2) Relevant persons and quantities involved in this repurchase and cancellation
This repurchase and cancellation of restricted shares involves 51 incentive targets, and it is planned to repurchase and cancel a total of 3.7575 million restricted shares; after the completion of this repurchase and cancellation, the remaining equity incentive restricted shares will be 7.9047 million shares.
(3) Arrangements for cancellation of this repurchase
The company has opened a special securities account for repurchase at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "Zhongdeng Company"), and applied to Zhongdeng Company for the procedures related to the repurchase and cancellation of restricted stocks.
The restricted stock cancellation is expected to be completed on January 9, 2026. After the cancellation is completed, the company will subsequently handle relevant industrial and commercial change registration procedures in accordance with the law.
3. Changes in the company’s share structure after the repurchase and cancellation of restricted stocks
After the company repurchases and cancels the restricted shares this time, the company’s capital structure is expected to change as follows:
Category Before change (shares) This change (shares) After changes (shares) shares with trading restrictions 6,682,500 -3,757,500 2,925,000 shares without sales restrictions 648,979,700 0 648,979,700Total 655,662,200 -3,757,500 651,904,700
The above changes in the capital structure are subject to the capital structure table issued by Zhongdeng Company after the repurchase and cancellation is completed.
4. Description and Commitment
The decision-making procedures and information disclosure involved in the company's repurchase and cancellation of restricted stocks are in compliance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Administrative Measures" and other laws and regulations, normative documents, relevant provisions of the "Incentive Plan" and the provisions and arrangements of the "Restricted Stock Grant Agreement", and there is no harm to the legitimate rights and interests of the incentive objects and the interests of creditors. The repurchase and cancellation of some restricted stocks will not affect the stability of the company's management team, nor will it have a significant impact on the company's operating results and financial status.
The company promises: It has verified and guaranteed that the information on the objects involved in the repurchase and cancellation of restricted stocks, the number of shares, the date of cancellation and other information are true, accurate and complete. The relevant incentive objects have been fully informed of the repurchase and cancellation of the restricted stocks, and the relevant incentive objects have not expressed any objection to the repurchase and cancellation. If there is a dispute with the relevant incentive objects due to the cancellation of this repurchase, the company will bear the relevant legal liabilities arising therefrom.
5. Concluding opinions of the legal opinion
Regarding the repurchase and cancellation of restricted stocks, Shanghai Tongli Law Firm has issued a "Legal Opinion on the Unfulfilled Conditions for Restricting the Restricted Stocks in the Second Unlocking Period of Shanghai Haili Biotechnology Co., Ltd.'s 2023 Restricted Stock and Stock Option Incentive Plan and Adjustment of the Repurchase Price, Exercise Price and Repurchase Cancellation and Cancellation Matters." According to the legal opinion, Shanghai Tongli Law Firm believes that as of the date of issuance of the legal opinion, this repurchase and cancellation has fulfilled the necessary authorization and approval at this stage, and complies with the "Administrative Measures" and other laws, regulations and normative documents, as well as the relevant provisions of the "Incentive Plan"; the company's reasons, quantities and prices for this repurchase and cancellation are in compliance with the "Administrative Measures", etc. Laws, regulations and normative documents as well as the relevant provisions of the "Incentive Plan"; the repurchase and cancellation must still disclose information in accordance with the "Administrative Measures" and the relevant provisions of the Shanghai Stock Exchange, apply to the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. for relevant procedures, and perform corresponding legal procedures in accordance with the "Company Law", the company's articles of association and other relevant provisions.
Announcement is hereby made.
Board of Directors of Shanghai Haili Biotechnology Co., Ltd.
January 7, 2026