/Rongchang Biotechnology’s announcement on the first grant of Class B interests in the company’s 2022 A-share restricted stock incentive plan and the second vesting period that meets the vesting conditions

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Rongchang Biotechnology’s announcement on the first grant of Class B interests in the company’s 2022 A-share restricted stock incentive plan and the second vesting period that meets the vesting conditions

Shanghai Stock Exchange

2025/12/30

Securities code: 688331 Securities abbreviation: Rongchang Biology Announcement number: 2025-061 Hong Kong stock code: 09995 Hong Kong stock abbreviation: Rongchang Biology

Rongchang Biopharmaceutical (Yantai) Co., Ltd.

Announcement on the first grant of Class B equity in the company’s 2022 A-share restricted stock incentive plan and the second vesting period that meets the vesting conditions

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.

Important content reminder:

 The number of restricted shares to be vested this time: 497,760 shares

 Source of vested stocks: The company issues A shares of common stock to incentive targets.

1. Approval and implementation of this equity incentive plan

(1) Main contents of this equity incentive plan

Equity incentive method: Type II restricted stock.
Number of shares granted: The number of restricted stocks granted to incentive targets under this incentive plan is 3.58 million shares, accounting for approximately 0.6578% of the company’s total share capital of 544.263 million shares at the time of the announcement of the draft incentive plan. Among them, 873,050 shares of Class A equity and 1,996,400 Class B equity were granted for the first time, totaling 2,869,450 shares, accounting for approximately 0.5272% of the company’s total share capital of 544,263,000 shares when the draft incentive plan was announced. The initial grant accounted for 80.15% of the total equity granted this time; 71.055 was reserved. million shares, accounting for approximately 0.1306% of the company’s total share capital of 544.263 million shares at the time of the announcement of the draft incentive plan. The reserved portion accounts for 19.85% of the total equity granted this time.
Grant price: 36.36 yuan/share.
Number of people to be encouraged: The total number of incentive targets to whom restricted stocks are to be granted in this incentive plan for the first time is 188, and the number of incentive targets reserved for granting restricted stocks is 16.
The specific ownership arrangements are as follows:

The restricted stocks granted under this incentive plan have different vesting arrangements for Class A equity and Class B equity.

(1) Restricted stocks of Class A equity vest in five installments 12 months from the date of grant. The specific vesting arrangement is as shown in the following table:

Class A interests

Number of vested interests as a percentage of vesting arrangements for vesting rights vesting time

Proportion of total benefit

The first transaction after 12 months from the date of grant of corresponding rights

The first vesting period lasts from the transaction date to the last 20% trading day within 24 months from the date of grant of the corresponding equity.

The first transaction after 24 months from the date of grant of corresponding rights

The second vesting period is from the transaction date to the last 20% trading day within 36 months from the date of grant of the corresponding equity.

The first transaction after 36 months from the date of grant of corresponding rights

The third vesting period is from the transaction date to the last 20% trading day within 48 months from the date of grant of the corresponding equity.

The first transaction 48 months from the date of grant of corresponding rights

The fourth vesting period is from the transaction date to the last 20% trading day within 60 months from the date of grant of the corresponding equity.

The first transaction after 60 months from the date of grant of corresponding rights

The fifth vesting period is from the transaction date to the last 20% trading day within 72 months from the date of grant of the corresponding rights.

(2) Class B equity restricted stocks will vest in four installments 24 months from the date of grant. The specific vesting arrangements are as shown in the following table:

Class B interests

Number of vested interests as a percentage of vesting arrangements for vesting rights vesting time

Proportion of total benefit

The first transaction after 24 months from the date of grant of corresponding rights

The first vesting period is from the transaction date to the last 20% trading day within 36 months from the date of grant of the corresponding equity.

The first transaction after 36 months from the date of grant of corresponding rights

The second vesting period is from the transaction date to the last 40% trading day within 48 months from the date of grant of the corresponding equity.

The first transaction 48 months from the date of grant of corresponding rights

The third vesting period is the highest 20% within 60 months from the transaction date to the date of grant of the corresponding rights.

Until the next trading day

Fourth vesting period The first payment after 60 months from the date of grant of the corresponding rights 20%

The latest period within 72 months from the date of transaction to the date when the corresponding rights are granted

Until the next trading day

Restricted stocks that have not vested within the above agreed period or restricted stocks that cannot be applied for vesting due to failure to meet vesting conditions shall not be vested and will become invalid.

The restricted stocks granted to the incentive targets under this incentive plan may not be transferred, used to guarantee or repay debts before vesting. Restricted stocks that have been granted to incentive targets but have not yet vested. The shares increased due to capital reserve transfer to share capital, bonus shares, etc. are also subject to vesting conditions, and may not be transferred, used to guarantee or repay debts before vesting. If the restricted stocks cannot be vested by then, the shares obtained due to the aforementioned reasons will also not be vested.

Term of office and performance appraisal requirements

(1) Incentive objects must meet the requirements for the term of office in each vesting period

The incentive targets must have served in the company for more than 12 months before vesting of each batch of restricted stocks granted. (2) Performance appraisal requirements granted for the first time at the company level

According to the "Rongchang Biopharmaceutical (Yantai) Co., Ltd. 2022 A-Share Restricted Stock Incentive Plan Implementation Assessment and Management Measures" (hereinafter referred to as the "Assessment Management Measures"), the company-level performance assessment of this incentive plan has different assessment arrangements for Class A rights and Class B rights.

① The assessment year for the first grant of Class A rights is the five fiscal years from 2022 to 2026. The assessment is once in each fiscal year. The performance assessment targets for each year are as shown in the following table:

Class A interests

Attribution Assessment Performance Appraisal Goal A Performance Appraisal Goal B Performance Appraisal Goal C Arrangement Year Company ownership 100% Company ownership 80% Company ownership 70% The company meets any of the following conditions: The company meets any of the following conditions: The company meets any of the following conditions:

In 2022, the operating income is not 1. In 2022, the operating income is not 1. In 2022, the operating income is not

Less than 750 million Less than 700 million Not less than 650 million

first one

2022 2. In 2022, 6 new ones will be launched. 2. In 2022, 5 new ones will be launched. 2. In 2022, 4 new vesting periods will be launched.

Clinical trials (including Phase I-III clinical trials (including Phase I-III clinical trials)) New clinical trials (including Phase I-III clinical trials), to achieve the first patient enrollment in clinical trials, to achieve the first patient enrollment in phase-1 clinical trials, to achieve the first patient enrollment

group as standard) standard) group as standard)

Class A interests

In 2022-2023, the cumulative operating income is not less than 1.8 billion. In the second year of 2022-2023, the cumulative operating income is not less than 1.6 billion.

2023 2. Year 2022-2023, cumulative 2. Year 2022-2023, cumulative start 2. Year 2022-2023, cumulative vesting period

Launch 12 new clinical trials Launch 10 new clinical trials (including launch of 8 new clinical trials (including Phase I-III clinical trials, including Phase I-III clinical trials, including Phase I-III clinical trials, with the first enrollment as the standard) The first enrollment as the standard) The first enrollment as the standard)

The company meets any of the following conditions: The company meets any of the following conditions: The company meets any of the following conditions:

From 2022 to 2024, the cumulative operating income is not less than 3.6 billion. The cumulative operating income from 2022 to 2024 is not less than 4 billion. The third

2024 2. 2022-2024, cumulative 2. 2022-2024, cumulative start 2. 2022-2024, cumulative vesting period

Launch 20 new clinical trials 17 new clinical trials (including launch of 14 new clinical trials (including Phase I-III clinical trials, including Phase I-III clinical trials, including Phase I-III clinical trials, with the first enrollment as the standard) The first enrollment as the standard) The first enrollment as the standard)

The company meets any of the following conditions: The company meets any of the following conditions: The company meets any of the following conditions:

From 2022 to 2025, the cumulative operating income is not less than 7 billion. The fourth place is not less than 6.5 billion.

2025 2. 2022-2025, cumulative 2. 2022-2025, cumulative start 2. 2022-2025, cumulative vesting period

Launch 28 new clinical trials Launch 24 new clinical trials (including launch of 20 new clinical trials (including phase I-III clinical trials, including phase I-III clinical trials, to achieve (including phase I-III clinical trials, to achieve the enrollment of the first patient as the standard) to achieve the enrollment of the first patient as the standard)

The company meets any of the following conditions: The company meets any of the following conditions: The company meets any of the following conditions:

From 2022 to 2026, the cumulative operating income is not less than 11 billion. The cumulative operating income from 2022 to 2026 is not less than 11 billion. The fifth

2026 2. 2022-2026, cumulative 2. 2022-2026, cumulative start 2. 2022-2026, cumulative vesting period

Launch 36 new clinical trials Launch 31 new clinical trials (including launch of 26 new clinical trials (including phase I-III clinical trials, including phase I-III clinical trials, to achieve (including phase I-III clinical trials, to achieve the first enrollment as the standard) to achieve the first enrollment as the standard) to achieve the first enrollment as the standard)

Note: The above "operating income" is calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the company, excluding Tatacept's overseas licensing income. (The same below)

② The assessment year for the first grant of Class B equity is the four accounting years from 2023 to 2026, and each accounting year

There is an annual assessment, and the performance assessment targets for each year are as shown in the following table:

Class B interests

Attribution Assessment Performance Appraisal Goal A Performance Appraisal Goal B Performance Appraisal Goal C Arrangement Year 100% company ownership system 80% company ownership system 70% company ownership system

Class B interests

In 2022-2023, the cumulative operating income is not less than 1.8 billion. The cumulative operating income in 2022-2023 is not less than 1.6 billion. The first one.

2023 2. Year 2022-2023, cumulative 2. Year 2022-2023, cumulative start 2. Year 2022-2023, cumulative vesting period

Launch 12 new clinical trials Launch 10 new clinical trials (including launch of 8 new clinical trials (including Phase I-III clinical trials, including Phase I-III clinical trials, to achieve (including Phase I-III clinical trials, to achieve the first enrollment as the standard) The first case to enroll as the standard) to achieve the first enrollment as the standard)

The company meets any of the following conditions: The company meets any of the following conditions: The company meets any of the following conditions:

From 2022 to 2024, the cumulative operating income is not less than 3.6 billion. 1. From 2022 to 2024, the cumulative operating income is not less than 4 billion.

2024 2. 2022-2024, cumulative 2. 2022-2024, cumulative start 2. 2022-2024, cumulative vesting period

Launch 20 new clinical trials Launch 17 new clinical trials (including launch of 14 new clinical trials (including Phase I-III clinical trials, including Phase I-III clinical trials, to achieve (including Phase I-III clinical trials, to achieve the first enrollment as the standard) The first case to enroll as the standard) to achieve the first enrollment as the standard)

The company meets any of the following conditions: The company meets any of the following conditions: The company meets any of the following conditions:

From 2022 to 2025, the cumulative operating income is not less than 7 billion. The third place is not less than 6.5 billion.

2025 2. 2022-2025, cumulative 2. 2022-2025, cumulative start 2. 2022-2025, cumulative vesting period

The company meets any of the following conditions: The company meets any of the following conditions: The company meets any of the following conditions:

From 2022 to 2026, the cumulative operating income is not less than 11 billion. The fourth is that from 2022 to 2026, the cumulative operating income is not less than 11 billion.

2026 2. 2022-2026, cumulative 2. 2022-2026, cumulative start 2. 2022-2026, cumulative vesting period

Launch 36 new clinical trials Launch 31 new clinical trials (including launch of 26 new clinical trials (including phase I-III clinical trials, including phase I-III clinical trials, to achieve (including phase I-III clinical trials, to achieve the first enrollment as the standard)) If the company does not meet the above performance indicators, all incentive targets will not be able to vest part of the restricted stock in the current period

It shall not be vested or deferred to the next period, and shall become invalid.

(3) Meet the performance appraisal requirements at the individual level of the incentive recipients

According to the "Appraisal Management Measures", the company conducts performance appraisals on individual incentive targets during the assessment year.

The number of restricted shares actually vested will be determined based on the assessment results of the incentive objects. Incentive target performance

The assessment results are divided into four grades: A, B, C, and D. The assessment results will be determined according to the corresponding individual grades in the following assessment rating table.

The person-level vesting ratio determines the actual number of shares vested by the incentive object:

Assessment results A B C D

Individual level attribution ratio 100% 0%

The number of restricted stocks actually vested by the incentive object in the current year = the number of individuals planned to vest in the current year × company-level vesting ratio × individual-level vesting ratio.

If the restricted stocks vested in the current plan of the incentive target cannot be vested or cannot be fully vested due to assessment reasons, they will be invalid and cannot be deferred to subsequent years.

(2) Decision-making procedures and information disclosure status of this 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 purchases and sales 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)”, 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 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 sixth 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 May 1, 2025, the company disclosed the "First vesting results of the first vesting period of 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 stock listing announcement", and completed the vesting of some restricted stocks in the second vesting period of Class A equity and the first vesting period of Class B equity. The listing and circulation date is May 8, 2025.
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 some of the restricted stocks 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.
On November 13, 2025, the company disclosed the "First Vesting Result of the First Vesting Period of the Reserved Class B Equity of Rongchang Biology'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 the Class B reserved equity. The listing and circulation date is November 17, 2025.
On December 29, 2025, the company held the 33rd meeting of the second board of directors, which reviewed and approved the "Proposal on the third vesting period of Class A equity and the first grant of Class B equity in the second vesting period of the Company's 2022 A-share Restricted Stock Incentive Plan that meet the vesting conditions" and the "Proposal on invalidating some of the restricted stocks that have not yet vested under 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.

(3) Grant of restricted stocks

Post-award limit on award price, number of awards, number of people awarded

Grant date Remaining stock (yuan/share) (10,000 shares) (person)

Quantity2022.12.28 36.36 286.945 188 71.055 2023.11.3 36.36 71.055 16 0

(4) Vesting status of restricted stocks in each period

Pair after belonging

Listing flow should be restrictive. Vesting listing due to dividend transfer. Vesting price. Vesting person. Cancellation of vesting quantity.

Pass quantity Remaining shares vesting price and quantity date (yuan/share) number (persons) and reason

(10,000 shares) Quantity (10,000 shares adjusted)

The first batch of Class A interests in the 2022 A-share restricted stock incentive plan

85,800 shares

2024.1.26 36.36 6.9080 22 71.8170 None (resigned)

The second batch of Class A interests in the 2022 A-share restricted stock incentive plan

78,100 shares (off

job or give up),

2025.5.8 36.36 4.7080 16 50.462 No 88,370 shares (passed

expires)

The first batch of Class B interests in the 2022 A-share restricted stock incentive plan will be granted for the first time

705,000 shares (off

2025.5.8 36.36 22.9080 100 106.232 No job or gave up)

The first batch of Class B equity reserved grants of the 2022 A-share restricted stock incentive plan

2025.11.17 36.36 10.2000 10 42.855 180,000 shares (resigned) None

2. Description of vesting conditions for restricted stocks

(1) The board of directors’ review of whether the vesting conditions for restricted stocks have been met

On December 29, 2025, the company held the 33rd meeting of the second board of directors to review the "Proposal on the Third Vesting Period of Class A Equity and the First Grant of Class B Equity in the Company's 2022 A-Share Restricted Stock Incentive Plan that meet the vesting conditions for the second vesting period" and the "Proposal on the Canceling of Part of the Unvested Restricted Stocks Granted under the 2022 A-Share Restricted Stock Incentive Plan". In accordance with the relevant provisions of the "Administrative Measures for Equity Incentives of Listed Companies" (hereinafter referred to as the "Administrative Measures"), the "2022 A-Share Restricted Stock Incentive Plan" (hereinafter referred to as the "Incentive Plan") and the authorization given to the board of directors by the company's 2022 second extraordinary shareholders' meeting, the 2022 first A-share class meeting and the 2022 first H-share class meeting, the board of directors believes that: A of the company's 2022 A-share restricted stock incentive plan The vesting conditions stipulated in the third vesting period for Class B equity and the second vesting period for the first grant of Class B equity have been met, and it is agreed that the company will handle vesting-related matters for eligible incentive objects. Related directors Wang Weidong, Fang Jianmin, Lin Jian, Wen Qingkai and Wang Liqiang abstained from voting on this proposal.

Voting results: 4 votes in favor, 0 votes against, and 0 abstentions.

(2) Explanation on whether this incentive plan meets the vesting conditions

According to the vesting schedule, the first grant portion of the Class B equity granted to the incentive objects has entered the second vesting period.

According to the relevant provisions of the "Incentive Plan", the second vesting period for incentive objects granted Class B equity is "from the first trading day 36 months after the date of the corresponding equity grant to the last trading day within 48 months from the date the corresponding equity is granted." The grant date of this incentive plan is December 28, 2022, so the second vesting period for the first grant of Class B interests is from December 29, 2025 to December 25, 2026.

Description of compliance with vesting conditions

The restricted stocks granted to the incentive targets must meet the following vesting conditions before they can be vested in batches:

Attribution conditions achieved

(1) The company has not experienced any of the following situations:

The financial accounting report for the most recent fiscal year has been issued a negative opinion by a certified public accountant or

Audit report disclaimer of opinion;

A certified public accountant issued a negative opinion on the internal control of the financial report in the most recent fiscal year.

An audit report in which the company does not have the aforementioned circumstances, complies with the attribution clause, or is unable to express an opinion;

pieces.

In the last 36 months after listing, there has been any failure to comply with laws, regulations, articles of association, and public commitments;

The situation in which profit distribution is promised;

Equity incentives are not allowed according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.

(2) None of the following circumstances have occurred to the incentive objects:

Determined as an unsuitable candidate by the stock exchange in the past 12 months;
Have been deemed as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;

The incentive objects do not have the above-mentioned circumstances and are in compliance with the attribution

The China Securities Regulatory Commission and its dispatched agencies have been punished for major violations of laws and regulations in the past 12 months.

Belongs to conditions.

Administrative penalties or measures to prohibit market entry;

Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law;
Not allowed to participate in equity incentives of listed companies according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.

(3) Incentive objects must meet the requirements for the term of office in each vesting period

Before each batch of restricted stocks granted to the incentive objects vests, they must have served in the company for a full period. The incentive objects must meet the vesting term requirements. More than 12 months.

(4) Meet company-level performance appraisal requirements

Class B interests

Performance appraisal objective A Performance appraisal objective B Performance appraisal objective C

Company ownership 100% Company ownership 80% Company ownership 70%

The company meets any of the following conditions: The company meets any of the following conditions: The company meets any of the following conditions: The company starts new projects cumulatively from 2022 to 2024

From 2022 to 2024, the cumulative operation 1. From 2022 to 2024, the cumulative operation 1. From 2022 to 2024, the cumulative operation

The number of clinical trials meets the requirements for the second vesting period. The industry income is not less than 4 billion, the operating income is not less than 3.6 billion, and the industry income is not less than 3.3 billion.

Corresponding company-level performance appraisal objective A,

From 2022 to 2024, the total number of starts 2. From 2022 to 2024, the total number of starts 2. From 2022 to 2024, the total number of starts

The vesting conditions are met and the vesting is 100%.

Initiate 20 new clinical trials (including initiating 17 new clinical trials) Initiate 14 new clinical trials (including

Phase I-III clinical trials to achieve the first (including Phase I-III clinical trials, Phase I-III clinical trials to achieve the first

The standard is to join the group) The standard is to realize the first person to join the group) The standard is to join the group)

Note: The above “operating income” is stated in the consolidated statement audited by the accounting firm hired by the company.

The data is based on calculations and does not include overseas licensing income of Tatacept.

(5) Meet the performance appraisal requirements at the individual level of the incentive recipients

According to the "Appraisal Management Measures", the company conducts individual evaluation of incentive targets within the assessment year.

The incentive objects of this incentive plan (received the performance appraisal of Bank B, and their actual vesting restrictions will be determined based on the evaluation results of the incentive objects).

rights) in total 117 people. Among them, 5 people were affected by the number of shares. The performance appraisal results of incentive objects are divided into four grades: A, B, C, and D.

Resignation is not eligible for incentives. He has been awarded but the incentive objects will be determined based on the corresponding individual-level vesting ratio in the following assessment rating table.

The number of restricted shares that have not yet vested totals 44,000 and the actual number of vested shares is:

All shares are invalid; there are a total of 112 incentive objects that meet the vesting assessment results A B C D, and the individual level vesting ratio is 100% 0%

The assessment results are all "A/B/C", the vesting ratio at the individual level is 100%, the number of restricted stocks actually vested by the second vesting incentive object in the year = the individual's planned vesting in the year

The total number of vestable restricted stocks in the period × company-level vesting ratio × individual-level vesting ratio.

497,760 shares.

The restricted stocks vested in the incentive target’s current plan cannot be vested or cannot be completed due to assessment reasons.

If it is fully vested, it will become invalid and cannot be deferred to subsequent years.

Since 5 of the incentive targets granted Class B equity under this incentive plan have resigned, they are no longer eligible for incentive capital.

According to the conditions, a total of 44,000 restricted stocks that have been granted but have not yet vested will be invalidated; this time

There are a total of 112 incentive targets who meet the attribution conditions, and the individual-level assessment results are all “A/B/C”.

The vesting ratio is 100%, and there are no restricted shares that cannot be vested.

In summary, a total of 112 incentive objects can be eligible for the second vesting period of the first-time grant of equity in Class B of this incentive plan.

497,760 restricted shares vested.

3. Specific circumstances of this ownership

(1) First grant date: December 28, 2022.

(2) Number of vested shares: 497,760 shares.

(3) Number of people belonging: 112 people.

(4) Grant price: 36.36 yuan/share.

(5) Source of stocks: The company issues A shares of common stock to incentive targets.

(6) List of incentive objects and their ownership status

Granted restrictions

The number of vestable shares accounts for Class B shares. The number of vestable shares

Position Number of restricted rights granted (10,000 (10,000 shares)

Proportion of total stock volume

shares)

Other actual controllers and their spouses, parents, children, individually or collectively

1.0000 0.4000 40.00%

Shareholders of more than 5% of the company (1 person)

Other employees that the board of directors believes need to be motivated (111 people) 123.4400 49.3760 40.00% Subtotal 124.4400 49.7760 40.00% Total (112 people) 124.4400 49.7760 40.00%

4. Verification of the list of incentive targets by the Remuneration and Assessment Committee of the Board of Directors

The Compensation and Appraisal Committee of the Board of Directors issued verification opinions as follows: The incentive objects to be vested this time comply with the qualifications stipulated in the Company Law, Securities Law and other laws, regulations and normative documents as well as the Articles of Association, and meet the incentive object conditions stipulated in laws, regulations and normative documents such as the "Administration Measures" and the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules. They meet the scope of incentive objects stipulated in this incentive plan. Their subject qualifications as the incentive objects of the company's incentive plan are legal and valid, and the vesting conditions for the incentive objects to be granted restricted stocks have been met.

5. Explanation of vesting date and trading of company stocks

The company will uniformly handle the vesting and related vesting share registration procedures for the incentive objects’ restricted stocks according to the vesting window period stipulated in the policy, and determine the day when the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. completes the share change registration procedures as the vesting date.

After the company's self-examination, the directors and senior managers participating in this incentive plan did not buy or sell the company's stocks in the six months before the date of this announcement.

6. Calculation and explanation of restricted stock expenses

According to the "Accounting Standards for Business Enterprises No. 11 - Share-based Payment" and "Accounting Standards for Business Enterprises No. 22" No. - Recognition and Measurement of Financial Instruments" to determine the fair value of the restricted stock on the grant date. There is no need to re-evaluate the restricted stock after the grant date. On each balance sheet date between the grant date and the vesting date, the company will revise the estimated number of vestable restricted stocks based on the latest changes in the number of people who can be vested, the completion of performance indicators and other follow-up information, and include the services obtained in the current period into relevant costs or expenses and capital reserves based on the fair value of the restricted stock grant date.

After the company granted the restricted shares on the grant date, it has amortized the expenses related to the restricted shares accordingly during the corresponding waiting period in accordance with accounting standards. The details are subject to the annual audit report issued by the accounting firm. The vesting of the restricted shares will not have a significant impact on the company's financial status and operating results.

7. Concluding opinions of the legal opinion

Beijing Hairun Tianrui Law Firm believes that as of the date of issuance of this legal opinion:

(1) The incentive plan of Rongchang Biology has been approved by the shareholders (general meeting). The company’s ownership and cancellation matters have obtained the necessary approvals and authorizations at this stage, and are in compliance with the relevant provisions of the "Administrative Measures";

(2) The Class A rights granted to the incentive objects under the company's incentive plan have entered the third vesting period, and the Class B rights granted to the incentive objects for the first time have entered the second vesting period. The vesting conditions for this vesting have been met. The company's implementation of this vesting complies with the "Administrative Measures", "Science and Technology Innovation Board Listing Rules" and other relevant laws and regulations, and meets the relevant requirements of the company's incentive plan;

(3) The information disclosure obligations that the company has fulfilled comply with the provisions of the "Administrative Measures", "Science and Technology Innovation Board Listing Rules" and "Disclosure Guidelines". 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.

December 30, 2025