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/Jinhe Biotech: Announcement on the completion of the repurchase and cancellation of some of the restricted shares granted under the 2023 Restricted Stock Incentive Plan
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Jinhe Biotech: Announcement on the completion of the repurchase and cancellation of some of the restricted shares granted under the 2023 Restricted Stock Incentive Plan

Shenzhen Stock Exchange
2026/03/28

Securities code: 002688 Securities abbreviation: Jinhe Biotechnology Announcement number: 2026-019

Jinhe Biotechnology Co., Ltd.

Regarding the 2023 Restricted Stock Incentive Plan Portions Vested

Announcement on the Completion of Repurchase and Cancellation of Restricted Stocks

The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and assume responsibility for any false records, misleading statements or major omissions in the announcement.

Important content reminder:

  1. Jinhe Biotechnology Co., Ltd. (hereinafter referred to as the "Company") repurchased and canceled the 2023 restricted stock incentive plan. The number of incentive targets involved in the 2023 restricted stock incentive plan is 48. The number of restricted stocks repurchased and canceled is 2,130,000 shares, accounting for 0.28% of the company's total share capital of 771,634,398 shares before the repurchase. The repurchase price is 2.29 RMB/share, with a total repurchase amount of RMB 4,877,700.00. After the repurchase and cancellation is completed, the company's total share capital will change from 771,634,398 shares to 769,504,398 shares.

  2. On March 26, 2026, the above-mentioned restricted stocks have completed the cancellation procedures at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.

1. Relevant approval procedures completed for the company’s 2023 restricted stock incentive plan

  1. On April 21, 2023, the company held the 36th meeting of the fifth board of directors, which reviewed and approved the "Proposal on the Company's 2023 Restricted Stock Incentive Plan (Draft)" and its Summary, the "Proposal on the Company's "Measures for Implementation Assessment and Management of the 2023 Restricted Stock Incentive Plan", and the "Proposal on Proposing to the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan" and other relevant proposals. The company's independent directors have expressed independent opinions on matters related to the company's equity incentive plan.

  2. On April 21, 2023, the company held the 24th meeting of the fifth board of supervisors, and reviewed and approved the "Proposal on the Company's <2023 Restricted Stock Incentive Plan (Draft)> and its Summary", the "Proposal on the Company's <2023 Restricted Stock Incentive Plan Implementation Assessment and Management Measures>" and the "Proposal on Verifying the Company's <List of Initial Awarded Incentive Objects of the 2023 Restricted Stock Incentive Plan>". The company's board of supervisors verified the relevant matters of this incentive plan and issued relevant verification opinions.

  3. On April 22, 2023, the company disclosed the "Announcement of Jinhe Biotechnology Co., Ltd. on the public solicitation of voting rights for independent directors" on the cninfo website (www.cninfo.com.cn). Independent director Mr. Yao Minpu served as the solicitor to solicit voting rights from all shareholders of the company on the relevant proposals for the company's 2023 restricted stock incentive plan to be considered at the 2022 annual shareholders' meeting.

  4. From April 22, 2023 to May 1, 2023, the company announced the names and positions of the first incentive recipients on the company’s internal website. Within the time limit of the announcement, the company’s board of supervisors did not receive any objection from any organization or individual to the intended recipients of the company’s first incentive plan. The company disclosed the "Explanation and Verification Opinions of the Board of Supervisors on the Disclosure of the List of Incentive Objects First Granted to the Company's 2023 Restricted Stock Incentive Plan" on the cninfo.com (www.cninfo.com.cn) on May 8, 2023.

  5. On May 12, 2023, the company held the 2022 Annual General Meeting of Shareholders, which reviewed and approved the "Proposal on the Company's <2023 Restricted Stock Incentive Plan (Draft)> and its Summary", the "Proposal on the Company's <2023 Restricted Stock Incentive Plan Implementation Assessment and Management Measures>" and the "Proposal on Submitting the Shareholders' Meeting to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan", and in May 2023 On March 13, the "Self-examination Report on the Purchase and Sale of Company Stocks by Insiders and Incentive Objects of the 2023 Restricted Stock Incentive Plan" was disclosed.

  6. On June 5, 2023, the company held the third meeting of the sixth board of directors and the second meeting of the sixth board of supervisors, and reviewed and approved the "Proposal on Adjusting the Grant Price of the 2023 Restricted Stock Incentive Plan" and the "Proposal on the First Grant of Restricted Stocks to the Incentive Objects of the 2023 Restricted Stock Incentive Plan". The company's independent directors issued agreed independent opinions on relevant matters. The supervisory board verified the relevant matters and issued verification opinions, and the legal advisor hired by the company issued relevant opinions.

  7. On June 28, 2023, the company held the fourth meeting of the sixth board of directors and the third meeting of the sixth board of supervisors, and reviewed and approved the "Proposal on Adjusting the List of Incentive Objects and the Number of Rights Granted for the First Time in the Company's 2023 Restricted Stock Incentive Plan." The company's independent directors have expressed independent opinions on relevant matters, and the Board of Supervisors has verified relevant matters and issued verification opinions.

  8. On July 11, 2023, the company disclosed the "Announcement on the Completion of Registration for the First Grant of the 2023 Restricted Stock Incentive Plan" on cninfo.com. The company has completed the registration for the first grant of the 2023 restricted stock incentive plan in accordance with the "Equity Incentive Management Measures for Listed Companies", the Shenzhen Stock Exchange, and the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and granted 21,370,000 restricted shares to 120 eligible incentive targets at a grant price of RMB 2.49 per share.

  9. On December 6, 2023, the company held the ninth meeting of the sixth board of directors and the eighth meeting of the sixth board of supervisors, and reviewed and approved the "Proposal on Granting Reserved Restricted Stocks (First Batch) to Incentive Objects of the 2023 Restricted Stock Incentive Plan". The company's board of directors believes that the grant conditions stipulated in this incentive plan have been achieved, and the supervisory board has verified the list of incentive targets on the grant date of the reserved restricted stocks (first batch) and expressed its opinions.

  10. From December 8, 2023 to December 18, 2023, the company announced the names and positions of the incentive recipients reserved for this incentive plan within the company. During the public announcement period, the company’s Board of Supervisors did not receive any objections from the people on the list of people reserved for awarding incentives under this incentive plan. On December 20, 2023, the company disclosed the "Explanation and Verification Opinions of the Board of Supervisors on the Disclosure and Verification Opinions of the List of Incentive Objects Reserved for the Company's 2023 Restricted Stock Incentive Plan".

  11. On January 2, 2024, the company disclosed the "Announcement on the Completion of Registration for the Reserved Grant of the 2023 Restricted Stock Incentive Plan (First Batch)" on cninfo.com. The company has completed the registration for the reserved grant (first batch) of the 2023 restricted stock incentive plan in accordance with the "Equity Incentive Management Measures for Listed Companies", the Shenzhen Stock Exchange, and the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and granted 1,000,000 restricted shares to 11 eligible incentive targets at a grant price of RMB 2.49 per share.

  12. On April 25, 2024, the company held the 13th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors, and reviewed and approved the "Proposal on Adjusting the Company-Level Performance Assessment Indicators of the 2023 Restricted Stock Incentive Plan and Simultaneous Modification of Related Documents" and the "Proposal on Repurchasing and Cancelling Certain Restricted Stocks and Adjusting the Repurchase Price". The company's supervisory board issued a verification opinion and a lawyer issued a legal opinion.

  13. On May 20, 2024, the company held the 2023 Annual General Meeting of Shareholders, which reviewed and approved the "Proposal on Adjusting the Company-Level Performance Assessment Indicators of the 2023 Restricted Stock Incentive Plan and Simultaneous Modification of Related Documents" and the "Proposal on Repurchasing and Cancelling Part of Restricted Stock and Adjusting the Repurchase Price", and disclosed on May 21, 2024, the "Announcement on Repurchasing and Cancelling Part of Restricted Stock to Reduce Registered Capital and Notifying Creditors".

  14. On July 18, 2024, the company disclosed the "Announcement on the Completion of the Repurchase and Cancellation of Part of the Granted Restricted Stocks in the 2023 Restricted Stock Incentive Plan". The number of incentive objects involved in the repurchase and cancellation of the 2023 Restricted Stock Incentive Plan was 120, and the number of restricted shares repurchased and canceled was 8,728,000. shares, accounting for 1.12% of the company's total share capital of 780,422,398 shares before the repurchase, the repurchase price was 2.39 yuan/share, and the total repurchase amount was 20,859,920.00 yuan. After the repurchase and cancellation, the company's total share capital changed from 780,422,398 shares to 771,694,398 shares.

  15. On September 23, 2024, the company held the 18th meeting of the 6th board of directors and the 15th meeting of the 6th board of supervisors, and reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks", agreeing to the company's repurchase and cancellation of 60,000 restricted stocks that have been granted but have not yet been released from sale restrictions. The company's supervisory board issued a verification opinion and a lawyer issued a legal opinion.

  16. On October 10, 2024, the company held the second extraordinary general meeting of shareholders in 2024, reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks", and agreed to repurchase and cancel 60,000 restricted shares that had been granted to an incentive target due to retirement and resignation but had not yet been released from sale restrictions.

  17. On May 16, 2025, the company disclosed the "Announcement on the Completion of the Repurchase and Cancellation of Part of the Granted Restricted Stocks in the 2023 Restricted Stock Incentive Plan". The number of incentive objects involved in the repurchase and cancellation of the 2023 Restricted Stock Incentive Plan was 1, accounting for 0.01% of the company's total share capital of 771,694,398 shares before the repurchase, and the repurchase price was 2.39 RMB/share, with a total repurchase amount of RMB 143,400. After the repurchase and cancellation, the company's total share capital changed from 771,694,398 shares to 771,634,398 shares.

  18. On July 7, 2025, the company held the 27th meeting of the sixth board of directors and the 22nd meeting of the sixth board of supervisors, and reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks and Adjustment of the Repurchase Price" and the "Proposal on the 2023 Restricted Stock Incentive Plan to Grant the Second Unlocking Period for the First Time and Reserve the Grant of the First Unlocking Period to Release the Restriction Conditions". The company's supervisory board issued a verification opinion and a lawyer issued a legal opinion.

  19. On July 17, 2025, the company disclosed the "Informative Announcement Regarding the First Grant of the Second Unlocking Period of the 2023 Restricted Stock Incentive Plan and the Listing and Circulation of Unlocked Shares." For the first time, 70 incentive targets who meet the qualifications for the second release period were granted, and 4,326,000 restricted shares can be released.

  20. On July 22, 2025, the company disclosed the "Informative Announcement Regarding the Listing and Circulation of the First Unlocked Shares Reserved for the 2023 Restricted Stock Incentive Plan". 500,000 shares of restricted stock are reserved for granting to 11 incentive targets who meet the qualifications to be released during the first lock-up period.

  21. On July 23, 2025, the company held the fourth extraordinary general meeting of shareholders in 2025, and reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks and Adjustment of the Repurchase Price". In view of the fact that among the incentive objects initially granted under the company's 2023 restricted stock incentive plan, one incentive object resigned due to personal reasons, three incentive objects resigned due to retirement, and the second individual-level performance of 43 incentive objects failed to fully meet the standards. In accordance with relevant regulations, the company agreed to repurchase and cancel 2,100,000 restricted stocks that had been granted but have not yet been released from sale restrictions. As the company has implemented and completed the profit distribution plan for 2024, the repurchase price of this incentive plan has been adjusted to 2.29 yuan/share, and the "Announcement on Repurchasing and Cancelling Certain Restricted Stocks to Reduce Registered Capital and Notifying Creditors" was disclosed on July 24, 2025.

  22. On December 30, 2025, the company held the 35th meeting of the sixth board of directors, and reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks". In view of the fact that one of the incentive objects initially granted under the company's 2023 restricted stock incentive plan passed away due to other reasons, the company agreed to repurchase and cancel 30,000 restricted shares that had been granted but had not been released from sale restrictions in accordance with relevant regulations. The lawyer issued a legal opinion.

  23. On January 16, 2026, the company held the first extraordinary shareholders' meeting in 2026, and reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks". In view of the fact that one of the incentive objects initially granted under the company's 2023 restricted stock incentive plan died due to other reasons, the company agreed to repurchase and cancel 30,000 restricted stocks that had been granted but have not been released from sale in accordance with relevant regulations, and disclosed on January 17, 2026 the "Announcement on the Repurchase and Cancellation of Part of the Restricted Stock to Reduce the Registered Capital and Notify Creditors".

2. The reason, quantity, price and source of funds for the cancellation of this repurchase

  1. Reasons and quantities for repurchase and cancellation

(1) According to the relevant provisions of the company's "2023 Restricted Stock Incentive Plan (Draft Revised)" (hereinafter referred to as the "Incentive Plan (Draft Revised)") and "2023 Restricted Stock Incentive Plan Implementation Assessment Management Measures (Revised)" (hereinafter referred to as the "Assessment Management Measures (Revised)"), in view of the fact that 1 of the incentive objects granted for the first time by the company's 2023 Restricted Stock Incentive Plan One incentive recipient resigned due to personal reasons, and three incentive recipients resigned due to retirement. In accordance with relevant regulations, the company repurchased and canceled a total of 270,000 restricted stocks that had been granted to the above four incentive recipients but had not yet been released.

(2) According to the relevant provisions of the company's "Incentive Plan (Revised Draft)" and "Appraisal Management Measures (Revised Draft)", in view that 43 incentive targets in the first grant portion of the company's 2023 restricted stock incentive plan failed to fully meet the standards due to the second individual level performance, the company, in accordance with relevant regulations, repurchased and canceled a total of 1,830,000 restricted shares that have been granted to the above 43 incentive targets but have not yet been released from sales restrictions.

(3) According to the relevant provisions of the company's "Incentive Plan (Draft Revised)" and "Appraisal Management Measures (Revised Draft)", in view that one of the incentive targets initially granted under the company's 2023 Restricted Stock Incentive Plan died due to other reasons, the company, in accordance with relevant regulations, repurchased and canceled a total of 30,000 restricted shares that had been granted to the above-mentioned incentive target but had not been released from sale.

In summary, the total number of restricted shares repurchased and canceled is 2,130,000 shares, accounting for 0.28% of the company's total share capital before repurchase and cancellation.

  1. Price for repurchasing restricted shares

According to the relevant provisions of the "Measures for the Administration of Equity Incentives for Listed Companies" and "Incentive Plan (Revised Draft)", given that the company has implemented and completed the profit distribution plan for 2024, the repurchase price of the restricted stocks first granted and reserved for grant under this incentive plan has been adjusted to 2.29 yuan/share.

(1) Company 2023 Among the incentive recipients of the first restricted stock grant in 2018, one incentive recipient resigned due to personal reasons. According to the relevant provisions of the "Incentive Plan (Revised Draft)": "The incentive recipient resigned due to resignation, being fired by the company, being laid off by the company, the labor contract/employment agreement expired and was not renewed, etc. "Restricted stocks that have been granted but have not yet been released from sale restrictions shall not be released from sale, and will be repurchased and canceled by the company at the grant price. The individual income tax for the part of the restricted shares that have been released from sale must be paid before leaving the company." Therefore, the company repurchased and canceled the 60,000 held by the above-mentioned incentive recipient. The repurchase price of restricted shares is 2.29 yuan/share.

Three of the company's first grant recipients of restricted stocks in 2023 resigned due to retirement. According to the relevant provisions of the "Incentive Plan (Revised Draft)": "The incentive recipients no longer serve in the company due to retirement. Restricted stocks that have been granted to the incentive recipients but have not been released from sale restrictions shall not be released from sale. The company will repurchase and cancel them based on the grant price plus the sum of the deposit interest of the People's Bank of China for the same period. The individual income tax on the part of the restricted shares that have been released from sale restrictions must be paid before leaving." Therefore, the company repurchased and canceled the above. The repurchase price of the 210,000 restricted shares held by the three incentive recipients is 2.29 yuan/share plus the deposit interest of the People's Bank of China for the same period.

(2) 43 of the company's restricted stock incentive targets for the first time granted in 2023 did not fully meet the performance assessment standards at the individual level in 2024. According to the relevant provisions of the "Incentive Plan (Draft Revised)": "The portion of the incentive targets that cannot be lifted from the sales restrictions due to assessment reasons or that cannot be completely lifted from the sales restrictions will be repurchased and canceled by the company based on the grant price plus the deposit interest of the People's Bank of China for the same period, and cannot be deferred to the next year." Therefore, the company repurchased and canceled the shares held by the above 43 incentive targets. The repurchase price of 1,830,000 restricted shares is 2.29 yuan/share plus the deposit interest of the People's Bank of China for the same period.

(3) Company 2023 One of the incentive targets of the first grant of restricted stocks in 2018 died due to other reasons. According to the relevant provisions of the "Incentive Plan (Revised Draft)": "If the incentive target dies due to other reasons, the restricted shares that have been granted but have not been released from sale restrictions shall not be released from sale, and will be repurchased and canceled by the company. The repurchase price is the sum of the grant price plus the deposit interest of the People's Bank of China for the same period. The heirs must pay personal income tax on the part of the restricted shares that have been released from sale restrictions before inheriting." Therefore, the company repurchased and canceled the above. The repurchase price of 30,000 restricted shares held by one incentive subject is 2.29 yuan/share plus the deposit interest of the People's Bank of China for the same period.

In summary, the company agrees to repurchase and cancel all 2,130,000 restricted shares that have been granted to the above-mentioned persons but have not been released from sale restrictions.

  1. Source of repurchase funds

The total amount of the restricted stock repurchase and cancellation is the sum of RMB 4,877,700 and the People's Bank of China deposit interest paid to the incentive recipients for the same period. The source of funds is the company's own funds.

3. Completion of the Repurchase and Cancellation of Restricted Stocks

The number of shares canceled during this repurchase was 2,130,000 shares, accounting for 0.28% of the company's total share capital of 771,634,398 shares before the repurchase. After the completion of this repurchase and cancellation, the company's total share capital changed to 769,504,398 shares. ShineWing Accounting Firm (Special General Partnership) issued a "Capital Verification Report" (XYZH/2026XAAA5B0013) on this restricted stock repurchase and cancellation matter. After review and confirmation by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company's above-mentioned cancellation of restricted stocks was completed on March 26, 2026.

This repurchase and cancellation matter complies with relevant laws, administrative regulations, departmental rules, normative documents, "Articles of Association" and "Incentive Plan (Revised Draft)" and relevant regulations.

4. Table of changes in the company’s equity structure after this repurchase and cancellation

Before this change After this change

This change of stocks

Nature of shares Number of shares Number of shares

Number (shares)

Proportion (%) Proportion (%) (shares) (shares)

1. Limited sales

24,170,781 3.13

-2,130,000 22,040,781 2.86 conditionally tradable shares

2. Unlimited sales

747,463,617 96.87

0 747,463,617 97.14 Conditionally tradable shares

Total number of shares 771,634,398 100.00 -2,130,000 769,504,398 100.00

5. The impact of this repurchase and cancellation of restricted stocks on the company

The repurchase and cancellation of some restricted stocks will not affect the implementation of the company's "Incentive Plan (Revised Draft)" and will not have an adverse impact on the company's financial status and operating results. After the repurchase and cancellation is completed, the company's controlling shareholders and actual controllers will not change, and the company's equity distribution still meets the conditions for listing. At the same time, the company's 2023 restricted stock incentive plan will continue to be implemented in accordance with relevant regulations.

Announcement is hereby made.

Board of Directors of Jinhe Biotechnology Co., Ltd.

March 27, 2026