Zuoli Pharmaceutical: Announcement on the expiration of the first lock-in period and achievement of unlocking conditions for the first grant of the employee stock ownership plan in 2024
Securities code: 300181 Securities abbreviation: Zuoli Pharmaceutical Announcement number: 2026-048
Zhejiang Zuoli Pharmaceutical Co., Ltd.
Announcement on the expiration of the first lock-in period and achievement of unlocking conditions for the initial grant of the employee stock ownership plan in 2024
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and contains no false records, misleading statements or major omissions.
Zhejiang Zuoli Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") held the 17th (temporary) meeting of the eighth board of directors on July 21, 2026, and reviewed and approved the "Proposal on the Expiration of the First Lock-up Period and Achievement of Unlocking Conditions for the Initial Grant Part of the Employee Stock Ownership Plan in 2024". The board of directors believes that the company The unlocking conditions for the first lock-in period of the initial grant part stipulated in the 2024 Employee Stock Ownership Plan (hereinafter referred to as the "Employee Stock Ownership Plan") have been met, and 40% of the total number of initial grants of the Employee Stock Ownership Plan can be unlocked in accordance with relevant regulations. The corresponding number of unlockable shares is 2.39 million shares, accounting for 0.34% of the company's current total share capital.
In accordance with the "Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies" and the "2024 Employee Stock Ownership Plan" (hereinafter referred to as the "Stock Ownership Plan") and other relevant regulations, the relevant matters are now explained as follows:
1. The relevant approval procedures for this employee stock ownership plan have been completed
(1) On October 25, 2024, the company held the third meeting of the eighth board of directors, and held the first extraordinary shareholders' meeting of 2024 on November 20, 2024 to review and approve the "Proposal on the Company's <2024 Employee Stock Ownership Plan (Draft)> and its Summary", "Proposal on the Company's <2024 Employee Stock Ownership Plan Management Measures>" and "Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the 2024 Employee Stock Ownership Plan" Proposal on Matters Related to the Employee Stock Ownership Plan in 2018" and other related proposals.
(2) On January 10, 2025, the company held the fourth meeting of the eighth board of directors, and reviewed and approved the "Proposal on Adjusting the Shares of Employee Stock Ownership Plan Holders in 2024" within the scope of authorization of the first extraordinary general meeting of shareholders in 2024.
(3) On January 15, 2025, the company received the "Securities Transfer Registration Confirmation" issued by the China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. The 5.975 million shares of the company held in the company's special securities account for repurchase were transferred to "Zhejiang Zuoli Pharmaceutical Co., Ltd. - 2024 Employee Stock Ownership Plan" through non-trading transfer on January 14, 2025, with a transfer price of 8.07 yuan/share.
(4) On January 15, 2025, the company held the first meeting of holders of the 2024 Employee Stock Ownership Plan, agreed to establish the 2024 Employee Stock Ownership Plan Management Committee, elected three members of the 2024 Employee Stock Ownership Plan Management Committee, and agreed to authorize the Management Committee to fully handle matters related to the Employee Stock Ownership Plan.
(5) On July 7, 2025, the company held the sixth (temporary) meeting of the eighth board of directors, and reviewed and approved the "Proposal on Adjusting the Purchase Price of the Employee Stock Ownership Plan Holders' Shares and Reserved Shares in 2024" and the "Proposal on the Allocation of the Reserved Shares of the Employee Stock Ownership Plan Holders in 2024". Since the company's 2024 annual equity distribution has been completed, it was agreed that the purchase price of the 2024 employee stock ownership plan reserved shares will be increased from 8.07 Yuan/share was adjusted to 7.48 Yuan/share, and it was agreed to reserve a portion of 750,000 shares for subscription by no more than 6 qualified participants at a price of 7.48 Yuan/share.
(6) On August 19, 2025, the company received the "Securities Transfer Registration Confirmation" issued by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the 750,000 shares of the company held in the company's special securities account for repurchase were transferred to "Zhejiang Zuoli Pharmaceutical Co., Ltd.-2024" through non-trading transfer on August 18, 2025. "Annual Employee Stock Ownership Plan", the non-transaction transfer of the reserved shares of the employee stock ownership plan was completed, and the transfer price was 7.48 yuan/share.
(7) On July 21, 2026, the company held the 17th (temporary) meeting of the eighth board of directors to review and adopt the "Proposal on the Expiration of the First Lock-up Period and Achievement of Unlocking Conditions for the Initial Grant Part of the Employee Stock Ownership Plan in 2024".
2. Description of the unlocking conditions and achievements of the first lock-up period for the initial grant of this employee stock ownership plan
(1) The company’s board of directors’ deliberation on whether the unlocking conditions for the first lock-up period have been met
On July 21, 2026, the company held the 17th (temporary) meeting of the eighth board of directors, and reviewed and approved the "Proposal on the Expiration of the First Lock-up Period and Achievement of Unlocking Conditions for the Initial Grant Part of the Employee Stock Ownership Plan in 2024". According to the authorization of the first extraordinary general meeting of shareholders in 2024, the board of directors believes that the unlocking conditions for the first lock-up period of the initial grant part of the employee stock ownership plan have been met, and 40% of the total number of initial grants of the employee stock ownership plan can be unlocked in accordance with relevant regulations. The number of shares unlocked this time is 2.39 million shares, accounting for 0.34% of the company's current total share capital.
(2) The expiration of the first lock-in period for the initial grant of the employee stock ownership plan
According to relevant regulations, the first locking period of the initial grant/reserved portion of the employee stock ownership plan will be unlocked in three phases 18 months from the date when the company announces the transfer of the underlying stocks to the name of the employee stock ownership plan. The number of shares unlocked in each period is 40%, 30%, and 30% of the total number of underlying stocks held by the employee stock ownership plan. According to the "Announcement on the Completion of the Non-Trading Transfer of the First Transferred Shares of the 2024 Employee Stock Ownership Plan" disclosed by the company on January 15, 2025, the non-trading transfer of the shares first granted under the 2024 Employee Stock Ownership Plan was completed on January 14, 2025. The first lock-in period for the first grant of the Employee Stock Ownership Plan has expired on July 14, 2026.
(3) Description of the first lock-up period unlocking condition achievements granted for the first time
The performance assessment of the company's employee stock ownership plan includes performance assessment at the company level, department level and individual level. The specific assessment indicators are as follows:
- Company-level performance appraisal
The corresponding assessment years at the company level of this employee stock ownership plan are the three fiscal years from 2025 to 2027, and the assessment is conducted once in each fiscal year. The details are as follows:
The unlocking period corresponds to the performance assessment target of the assessment year.
Taking the net profit in 2024 as the base, the first unlocking period for the company’s net profit growth in 2025 is 2025
The rate is not less than 30.00%.
Taking the net profit in 2024 as the base, the company’s net profit growth in 2026 will have the second unlocking period in 2026
The rate is not less than 66.00%.
Based on the net profit in 2024, the company’s third unlocking period for net profit growth in 2027 is 2027
The rate is not less than 110.00%.
Note: The above "net profit" refers to the net profit attributable to shareholders of the listed company based on the audited consolidated statements, excluding all share-based payment expenses involved in the company's equity incentive plans/employee stock ownership plans within the validity period as the calculation basis.
According to the company's 2025 annual audit report issued by Zhonghui Accounting Firm (Special General Partnership): After excluding the impact of share-based payment expenses, the company's net profit attributable to shareholders of the listed company in 2025 was 670.1137 million yuan, an increase of 31.97% over the same period last year. The company-level performance in 2025 has reached the performance assessment target and complies with the company-level performance assessment requirements.
- Performance appraisal at department level
This employee stock ownership plan will conduct performance appraisals on the departments to which individuals correspond based on the company's performance appraisal related systems. The appraisal years are from 2025 to 2027. They are divided into two levels based on the completion of appraisal indicators at each department level, as follows:
Department Performance Level Qualified Unqualified
Unlock ratio 100% 0%
According to the completion of the performance appraisal indicators of the departments to which the holders of this employee stock ownership plan belong in 2025, the department assessments of all the holders involved this time are "qualified", and the unlocking ratio at the department level is 100%.
- Performance appraisal at individual level
This employee stock ownership plan will conduct performance appraisals on individuals in accordance with the company's relevant performance appraisal systems. The appraisal years are from 2025 to 2027. The number of underlying stock rights and interests ultimately unlocked by the holder will be determined based on the individual performance appraisal grade. The individual unlocking coefficients corresponding to individual performance levels are as follows:
Individual performance level: Comprehensive assessment is qualified and above; Comprehensive assessment is unqualified
Unlock ratio 100% 0%
On the premise that the company's performance goals are achieved, the actual number of rights and interests that the holder can unlock in the current year = the unlockable proportion corresponding to the performance appraisal results of the individual's department in the previous year × the unlockable proportion corresponding to the individual's performance appraisal results in the previous year × the number of rights and interests that the individual plans to unlock in the current year.
According to relevant regulations, the company assessed the personal performance of all holders of the employee stock ownership plan in 2025 and issued the assessment results. After review, all 110 holders were "qualified" in the assessment, meeting the individual-level performance assessment requirements, and the individual-level unlocking ratio is 100%.
In summary, the company-level performance assessment and all holders' department-level and individual-level performance assessment indicators have been completed, and the conditions for unlocking the first lock-up period of the initial grant of this employee stock ownership plan have been met. A total of 110 people meet the conditions for unlocking the lock-up period this time, and the corresponding number of shares that can be unlocked is 2.39 million shares, accounting for 0.34% of the company's current total share capital.
3. Subsequent arrangements after the expiration of the lock-in period of the employee stock ownership plan
According to the relevant provisions of the company's "Share Ownership Plan", after the expiration of the lock-in period and during the duration of the employee stock ownership plan, the management committee will decide whether to sell the company's shares and distribute equity based on comprehensive factors such as the arrangements for the employee stock ownership plan, the assessment results during the assessment period, market conditions, and the window period.
This employee stock ownership plan will strictly abide by market trading rules and comply with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange on stock trading. No trading of company stocks is allowed during the following periods:
Within 15 days before the company's annual report or semi-annual report is announced, if the announcement date is postponed due to special reasons, the calculation will start from 15 days before the original scheduled announcement date;
Within 5 days before the announcement of the company’s quarterly report, performance forecast, and performance bulletin;
From the date of the occurrence of major events that may have a greater impact on the trading prices of the company's stocks and its derivatives or the date of entry into the decision-making process to the date of disclosure in accordance with the law;
Other periods specified by the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
If the relevant laws, administrative regulations, departmental rules or normative documents regarding the above-mentioned period during which the company's stocks are not allowed to be traded change in the future, the latest regulations will apply.
4. Opinions of the Remuneration and Appraisal Committee of the Board of Directors
After review, the Remuneration and Assessment Committee of the company's board of directors believes that the conditions for unlocking the first lock-up period of the initial grant of the company's 2024 Employee Stock Ownership Plan have been met. This unlocking complies with the relevant provisions of the company's "Stock Ownership Plan" and "2024 Employee Stock Ownership Plan Management Measures", and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.
The company will continue to pay attention to the implementation progress of the employee stock ownership plan and promptly perform information disclosure obligations in accordance with relevant laws and regulations. Investors are advised to pay attention to investment risks.
5. Documents for reference
Resolution of the 17th (extraordinary) meeting of the 8th Board of Directors;
Resolution of the eighth meeting of the Remuneration and Appraisal Committee of the eighth board of directors.
Announcement is hereby made.
Board of Directors of Zhejiang Zuoli Pharmaceutical Co., Ltd.
July 21, 2026