Rongchang Biotech’s announcement on invalidating some of the restricted shares that have not yet vested under the 2022 A-share restricted stock incentive plan
Securities code: 688331 Securities abbreviation: Rongchang Biology Announcement number: 2025-047 Hong Kong stock code: 09995 Hong Kong stock abbreviation: Rongchang Biology
Rongchang Biopharmaceutical (Yantai) Co., Ltd.
Announcement on the cancellation of part of the 2022 A-share restricted stock incentive plan that has granted restricted stocks that have not yet vested
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 in accordance with the law.
The 30th meeting of the second board of directors of Rongchang Biopharmaceutical (Yantai) Co., Ltd. (hereinafter referred to as "Rongchang Bio" or the "Company") held on November 4, 2025 reviewed and approved the "Proposal on Abolition of Part of the 2022 A-Share Restricted Stock Incentive Plan that has been granted unvested restricted stocks", and the relevant matters are hereby announced as follows:
1. Decision-making procedures and information disclosure status of this restricted stock incentive plan
- On October 16, 2022, the company held the 24th meeting of the first board of directors. The meeting reviewed and approved the "Proposal on <Rongchang Biopharmaceutical (Yantai) Co., Ltd. 2022 A-Share Restricted Stock Incentive Plan (Draft)> and its Summary" and "Proposal on <Rongchang Biopharmaceutical (Yantai) Co., Ltd. 2022 A" "Proposal on the Implementation Assessment and Management Measures for the A-share Restricted Stock Incentive Plan" and "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2022 A-Share Restricted Stock Incentive Plan." The company's independent directors expressed their independent opinions in agreement with the proposals related to this incentive plan.
On October 16, 2022, the company held the 11th meeting of the first board of supervisors, and reviewed and approved the "Proposal on the <Rongchang Biopharmaceutical (Yantai) Co., Ltd. 2022 A-share Restricted Stock Incentive Plan (Draft)> and its summary", the "Proposal on the <Rongchang Biopharmaceutical (Yantai) Co., Ltd. 2022 A-share Restricted Stock Incentive Plan Implementation Assessment and Management Measures>" and the "Proposal on the Verification of <Rongchang Biopharmaceutical (Yantai) Co., Ltd. 2022 A-Share Restricted Stock Incentive Plan" "The Proposal for the First Grant of Incentive Object List under the A-Share Restricted Stock Incentive Plan in 2017", the company's Board of Supervisors verified the relevant matters of this incentive plan and issued relevant verification opinions.
From November 18, 2022 to November 27, 2022, the company announced the names and positions of the first incentive recipients to be awarded under this incentive plan within the company. During the publicity period, the company's Board of Supervisors did not receive any objections related to the incentive targets of this incentive plan. On December 13, 2022, the company disclosed the "Explanation and Verification Opinions of the Board of Supervisors on the List of First Granted Incentive Objects of the Company's 2022 A-Share Restricted Stock Incentive Plan" on the Shanghai Stock Exchange website (www.sse.com.cn) (Announcement Number: 2022-032).
On December 13, 2022, the company disclosed the "Announcement of Rongchang Biopharmaceutical (Yantai) Co., Ltd. on the public solicitation of proxy voting rights for independent directors" (announcement number: 2022-031) 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 Mr. Chen Yunjin served as the solicitor for the company's second extraordinary general meeting of shareholders in 2022 and the first A meeting in 2022. The resolutions related to this incentive plan reviewed at the Shareholders Class Meeting solicit voting rights from all A-share shareholders of the company.
On December 28, 2022, the company held the second extraordinary general meeting of shareholders in 2022, the first A-share class meeting in 2022 and the first H-share class meeting in 2022, and reviewed and approved the "Proposal on <Rongchang Biopharmaceutical (Yantai) Co., Ltd. 2022 A-Share Restricted Stock Incentive Plan (Draft)> and its Summary" and "Proposal on <Rongchang Biopharmaceutical (Yantai) Co., Ltd. 2022" Proposal on the Implementation Assessment and Management Measures for the A-Share Restricted Stock Incentive Plan in 2022 and "Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's A-Share Restricted Stock Incentive Plan in 2022". On December 29, 2022, the company disclosed the "Announcement on the Resolutions of Rongchang Biopharmaceutical (Yantai) Co., Ltd.'s 2022 Second Extraordinary General Meeting of Shareholders, the 2022 First A Shareholders Class Meeting and the 2022 First H Shareholders Class Meeting" on the Shanghai Stock Exchange website (www.sse.com.cn) (Announcement Number: 2022-033).
The company conducted a self-examination on the insider information’s purchase and sale of the company’s stocks within 6 months before the announcement of the “Rongchang Biopharmaceutical (Yantai) Co., Ltd. 2022 A-Share Restricted Stock Incentive Plan (Draft)” (hereinafter referred to as the “Incentive Plan”), and no use of inside information for stock trading was found. On December 29, 2022, the company disclosed the "Self-examination Report on the Purchase and Sale of Company Stocks by Insiders of the 2022 A-Share Restricted Stock Incentive Plan" on the Shanghai Stock Exchange website (www.sse.com.cn) (Announcement Number: 2022-034).
On December 28, 2022, the company held the 26th meeting of the first board of directors and the 13th meeting of the first board of supervisors, and reviewed and approved the "Announcement on the First Grant of Restricted Stocks to the Incentive Objects of the 2022 A-Share Restricted Stock Incentive Plan". The company's independent directors expressed independent opinions on this matter, believing that the conditions for the first grant have been met, the subject qualifications for the first grant of incentives are legal and valid, and the determined first grant date complies with relevant regulations. The Board of Supervisors verified the list of incentive targets on the first grant date and issued verification opinions.
On November 3, 2023, the company held the seventh meeting of the second board of directors and the fourth meeting of the second board of supervisors, and reviewed and approved the "Proposal on Granting Reserved Partial Restricted Stocks to the Incentive Objects of the Company's 2022 A-Share Restricted Stock Incentive Plan". The company's independent directors expressed independent opinions on this matter, believing that the conditions for the reserved grant have been met, the qualifications of the subject of the reserved grant incentive are legal and valid, and the determined reserved grant date complies with relevant regulations. The Board of Supervisors verified the list of incentive targets reserved for the grant date and issued verification opinions.
On December 28, 2023, the company held the 10th meeting of the second board of directors and the seventh meeting of the second board of supervisors, and reviewed and approved the "Proposal on the Company's 2022 A-Share Restricted Stock Incentive Plan for Class A Equity to Meet the vesting conditions in the first vesting period" and the "Proposal on the Canceling of Part of the Restricted Stocks that have not yet vested under the 2022 A-Share Restricted Stock Incentive Plan". The Board of Supervisors verified the list of incentive targets that met the vesting conditions and issued verification opinions. On December 30, 2023, the company disclosed "About the Company in 2022" on the Shanghai Stock Exchange website (www.sse.com.cn) Announcement that the Class A interests of the A-share restricted stock incentive plan meet the vesting conditions in the first vesting period" (Announcement No.: 2023-048) and "Announcement on the cancellation of the restricted shares that have not yet vested in the 2022 A-share restricted stock incentive plan" (Announcement No.: 2023-049).
On January 23, 2024, the company disclosed the "First Vesting Results of the First Vesting Period of Class A Equity of the Company's 2022 A-Share Restricted Stock Incentive Plan and the Stock Listing Announcement" and completed the vesting of some restricted stocks in the first vesting period of Class A equity. The listing and circulation date is January 26, 2024.
On December 30, 2024, the company held the 18th meeting of the second board of directors and the 14th meeting of the second board of supervisors, and reviewed and approved the "Proposal on the second vesting period of Class A equity and the first vesting period of Class B equity in the company's 2022 A-share restricted stock incentive plan and the first vesting period of Class B equity meeting the vesting conditions" and the "Proposal on invalidating part of the restricted stocks that have not been vested in the 2022 A-share restricted stock incentive plan". The Board of Supervisors verified the list of incentive targets that met the vesting conditions and issued verification opinions.
On November 4, 2025, the company held the 30th meeting of the second board of directors, and reviewed and approved the "Proposal on the reserved grant of Class B equity in the company's 2022 A-share restricted stock incentive plan that meets the vesting conditions for the first vesting period" and the "Proposal on the cancellation of the restricted shares that have not yet vested in the 2022 A-share restricted stock incentive plan". The Remuneration and Appraisal Committee of the Board of Directors verified the list of incentive targets that met the vesting conditions and issued verification opinions.
2. Specific circumstances of the cancellation of restricted stocks this time
According to the relevant provisions of the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as the "Administrative Measures"), the "Incentive Plan" and its summary, because in the company's 2022 A-share restricted stock incentive plan, five incentive targets who were awarded Class B equity are no longer eligible for incentives due to resignation, these restricted stocks that have been granted but have not yet vested will not be vested. A total of 180,000 restricted stocks that cannot be vested under the above circumstances will be invalidated by the company.
3. The impact of the cancellation of some restricted stocks on the company
The company's cancellation of some restricted stocks this time will not have a significant impact on the company's operating conditions, nor will it affect the stability of the company's technical team and management team, nor will it affect the continued implementation of the company's equity incentive plan.
4. Lawyers’ concluding opinions
Beijing Hairun Tianrui Law Firm believes that as of the date of issuance of this legal opinion:
(1) The company has obtained the necessary approvals and authorizations for this invalidation matter at this stage, and complies with the relevant provisions of the "Administrative Measures";
(2) The reason for the company's cancellation and the quantity of cancellations comply with the relevant provisions of the "Company Law", "Securities Law", "Administrative Measures" and other laws, regulations and normative documents as well as the "Incentive Plan";
(3) The information disclosure obligations that the company has fulfilled comply with the provisions of the "Administrative Measures", "Stock Listing Rules of the Shanghai Stock Exchange's Science and Technology Innovation Board" and "Self-Discipline Supervision Guidelines for Companies Listed on the Science and Technology Innovation Board No. 4 - Disclosure of Equity Incentive Information". As this incentive plan progresses, the company still needs to fulfill its continuous information disclosure obligations in accordance with relevant laws, regulations, and normative documents.
Announcement is hereby made.
Board of Directors of Rongchang Biopharmaceutical (Yantai) Co., Ltd.
November 5, 2025