Smart Medicine: Announcement on the vesting results of the first vesting period of the first grant of the restricted stock incentive plan in 2025 and the listing of shares
Securities code: 300149 Securities abbreviation: Ruizhi Pharmaceutical Announcement number: 2026-48
Smart Pharmaceutical Technology Co., Ltd.
Regarding the Initial Grant Portion of the 2025 Restricted Stock Incentive Plan
Vesting results of the first vesting period and share listing announcement
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.
Important content reminder:
This vesting date: August 5, 2026
Number of shares vested this time: 7,021,815 shares
Number of people vesting stocks this time: 107
The listing and circulation arrangement/restriction arrangement of the vested stocks: There will be no additional lock-up period after the vesting of the restricted stocks. If the incentive targets are directors and senior managers, they will be implemented in accordance with relevant regulations.
Smart Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "Company") held the 20th meeting of the sixth board of directors on July 21, 2026, and reviewed and approved the "Proposal on the Achievement of the Vesting Conditions for the First vesting Period of the Initial Grant Part of the 2025 Restricted Stock Incentive Plan". Recently, the company has completed the vesting registration of the second category of restricted stocks for the first vesting period of the initial grant of this incentive plan. The relevant information is hereby announced as follows:
1. Summary of implementation of equity incentive plan
(1) Brief description of the 2025 restricted stock incentive plan
On May 30, 2025, the company held the 2024 annual shareholders' meeting, which reviewed and approved the "Proposal on the Company's 2025 Restricted Stock Incentive Plan (Draft)" and its Summary; on March 19, 2026, the company held the first extraordinary shareholders' meeting of 2026, and reviewed and approved the "Proposal on Adjustments to the 2025 Restricted Stock Incentive Plan". The main contents of this incentive plan are as follows:
Equity incentive method: Type II restricted stock
Source of stock: A-share ordinary shares issued by the company to incentive targets.
Number of shares granted for the first time: 44.56 million shares
Grant price: 3.05 yuan/share
Number of incentives: 123 people were awarded for the first time, including company directors, senior managers and core backbones
employees
- The vesting period and vesting arrangements for the restricted stocks first granted under this incentive plan are as follows:
Vesting Arrangement Vesting Time Vesting Ratio From the first trading day 12 months after the date of grant of restricted stock to restricted stock
The first vesting period ends on the last trading day within 24 months from the date of grant of 30% of the shares.
From the first trading day 24 months after the date of grant of restricted shares to
The second vesting period ends on the last trading day within 36 months from the date of grant of 30% of the shares.
From the first trading day 36 months after the date of grant of restricted shares to
The third vesting period ends on the last trading day within 48 months from the date of grant of 40% of the shares.
- Term of office, performance appraisal requirements at the company and business unit levels and performance appraisal requirements at the individual level (1) Incentive objects must meet the requirements for the term of office in each vesting period
The restricted stocks granted to the incentive targets must serve a term of more than 12 months before vesting. (2) Company-level performance appraisal requirements
This incentive plan will assess the company's performance indicators annually from 2025 to 2027, and achieve the performance assessment targets as one of the vesting conditions for the incentive objects in that year. The performance appraisal targets for each year are as shown in the table below:
Operating income growth rate (A) Net profit (B) vesting period
Target value (Am) Trigger value (An) Target (Bm) Trigger (Bn)
Based on operating income in 2024 Based on operating income in 2024
First Net Profit in 2025 Net Profit in 2025
Base number, operating income growth in 2025 Base number, operating income in 2025
The vesting period is a positive value. is a positive value. The growth rate is not less than 25%. The growth rate is not less than 15%.
Based on 2025 operating income. Based on 2025 operating income. 2026 net profit. 2026 net profit.
Based on the number, the operating income in 2026 will increase by the base number, and the operating income in 2026 will not be less than 50 million yuan, and the vesting period will not be less than 100 million yuan.
The growth rate is not less than 35%. The growth rate is not less than 15%. Yuan.
Based on operating income in 2026 Based on operating income in 2026
Third Net Profit in 2027 Net Profit in 2027
Base number, operating income growth in 2027 Base number, operating income in 2027
The vesting period shall not be less than 200 million yuan. Not less than 100 million yuan. The growth rate is not less than 50%. The growth rate is not less than 15%.
Assessment Indicators Performance Completion Ratio Indicator Corresponding Coefficient
A≧Am and B≧Bm X=100%
Operating income growth rate (A),
Net profit (B) An≦A<Am and Bn≦B<Bm X=The lower value of A/Am and B/Bm A<An or B<Bn X=0
Note: 1. The above "operating income" and "net profit" are calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the company.
- The above "net profit" indicator excludes the impact of equity incentive share payment expenses.
(3) Meet the performance appraisal requirements at the company’s business department level
The performance appraisal of incentive targets is uniformly based on the company's operating results, and differentiated performance attribution rules are set based on job attributes.
For incentive objects belonging to business divisions, on the basis of the company-level operating results assessment, the business performance completion status of the business divisions to which they belong will be included in a comprehensive assessment, and their division-level vesting proportions (Y) will be determined accordingly. The indicator caliber, organizational implementation and application of results at the business unit level shall be implemented in accordance with the company's current salary and assessment related systems. The assessment results of the incentive target business units are divided into seven grades: A, A-, B+, B, B-, C, and D. The corresponding business unit level ownership ratio (Y) will be determined according to the following assessment rating table: Business unit assessment results A A- B+ B B- C D Business unit ownership ratio (Y) 100% 95% 85% 80% 70% 50% 0%
For incentive targets who are not affiliated with business divisions, their performance assessment will be based on company-level operating results, and will be evaluated based on the performance requirements corresponding to their job responsibilities. The vesting ratio (Y) rule for the completion of business divisions' operating performance will not apply.
(4) Meet the performance appraisal requirements at the individual level of the incentive recipients
The individual-level assessment of all incentive targets is organized and implemented in accordance with the company's current regulations on remuneration and assessment, and the number of shares actually vested is determined based on the assessment results of the incentive targets. The performance appraisal results of incentive objects are divided into eight grades: A+, A, A-, B+, B, B-, C, and D. The actual number of shares vested in the incentive objects will be determined based on the corresponding individual-level vesting ratio in the following assessment rating table:
Performance appraisal results A+, A A- B+ B B- C D personal ownership ratio (N) 100% 95% 90% 85% 80% 0% 0%
If the company-level performance assessment meets the standards, the number of restricted stocks actually vested by the incentive object in the current year = the number of shares planned to vest by the individual in the current year × company-level vesting ratio (X) × division-level vesting ratio (Y) × individual-level vesting ratio (N).
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 April 27, 2025, the company held the sixth meeting of the sixth board of directors, which reviewed and approved the "Proposal on the Company's <2025 Restricted Stock Incentive Plan (Draft)> and its Summary", the "Proposal on the Company's <2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures>" and the "Proposal on Requesting the Shareholders Meeting to Authorize the Board of Directors to Handle Equity Incentive-related Matters".
On the same day, the company held the sixth meeting of the sixth session of the Board of Supervisors, which reviewed and approved the "Proposal on the Company's 2025 Restricted Stock Incentive Plan (Draft)" and its Summary, the "Proposal on the Company's Implementation Assessment and Management Measures for the 2025 Restricted Stock Incentive Plan" and the "Proposal on Verifying the Company's "List of Initial Granted Incentive Objects of the 2025 Restricted Stock Incentive Plan".
From April 30, 2025 to May 9, 2025, the company internally announced the names and positions of the proposed incentives. During the publicity period, the Company's Remuneration and Assessment Committee did not receive any objections to the incentive objects. On May 21, 2025, the company disclosed the "Explanation and Verification Opinions of the Board of Directors' Remuneration and Assessment Committee on the List of First-time Awarded Incentive Objects of the Company's 2025 Restricted Stock Incentive Plan" (Announcement Number: 2025-42).
On May 30, 2025, the company held its 2024 Annual Shareholders Meeting, which reviewed and approved the "Proposal on the Company's 2025 Restricted Stock Incentive Plan (Draft)" and its Summary, the "Proposal on the Company's Implementation Assessment and Management Measures for the 2025 Restricted Stock Incentive Plan" and the "Proposal on Authorizing the Board of Directors to Handle Equity Incentive-related Matters." The company conducted a self-examination on the purchase and sale of the company's stocks by insiders and incentive recipients of the incentive plan, and disclosed the "Self-examination Report on the purchase and sale of the company's stocks by insiders and incentive recipients of the company's 2025 restricted stock incentive plan" on May 30, 2025 (Announcement Number: 2025-45).
On July 11, 2025, the company held the ninth meeting of the sixth board of directors, which reviewed and approved the "Proposal on Adjusting the List and Quantity of Initial Grants to Incentive Objects under the 2025 Restricted Stock Incentive Plan" and the "Proposal on the Initial Grant of Restricted Stocks to Incentive Objects". The Remuneration and Appraisal Committee verified the list of incentive recipients on the first grant date and issued verification opinions.
On February 27, 2026, the company held the 15th meeting of the sixth board of directors, and reviewed and approved the "Proposal on Adjusting the 2025 Restricted Stock Incentive Plan". The Remuneration and Appraisal Committee issued verification opinions on the adjustment of this incentive plan.
On March 19, 2026, the company held the first extraordinary shareholders' meeting in 2026, and reviewed and approved the "Proposal on Adjusting the 2025 Restricted Stock Incentive Plan".
On May 28, 2026, the company held the 18th meeting of the sixth board of directors, and reviewed and approved the "Proposal on the Reserved Grant of Restricted Stocks to Incentive Objects". The Remuneration and Appraisal Committee verified the list of incentive recipients reserved for the grant date and issued verification opinions.
On July 21, 2026, the company held the 20th meeting of the sixth session of the Board of Directors, and reviewed and approved the "Proposal on Canceling the Part of the 2025 Restricted Stock Incentive Plan that has been granted to the second class of restricted stocks that have not yet vested" and the "Proposal on the Achievement of the Vesting Conditions of the First Vesting Period of the First Granted Part of the 2025 Restricted Stock Incentive Plan". The Company's Remuneration and Assessment Committee verified the aforementioned matters and the list of vested incentive objects and issued verification opinions.
(3) Initial grant of restricted stocks (before this vesting adjustment)
Grant date Grant price Grant quantity Number of grantees
July 11, 2025 3.05 yuan/share 44.56 million shares 123 people
(4) Differences in the contents of the equity incentive plan implemented this time and the disclosed incentive plans
The company held the ninth meeting of the sixth session of the Board of Directors on July 11, 2025, and reviewed and approved the "Proposal on Adjusting the List and Quantity of Initial Grants to Incentive Objects under the 2025 Restricted Stock Incentive Plan" and the "Proposal on the Initial Grant of Restricted Stocks to Incentive Objects". In view that one incentive target has resigned due to personal reasons and is no longer eligible for incentive targets, according to the authorization of the company's 2024 annual shareholders' meeting, the board of directors has adjusted the list and number of incentive targets granted for the first time under this incentive plan. After adjustment, the number of incentive objects granted for the first time by the company's incentive plan was adjusted from 124 to 123 people, and the number of restricted stocks first granted was adjusted from 44.60 million shares to 44.56 million shares.
The company held the 15th meeting of the sixth board of directors and the first extraordinary shareholders meeting in 2026 on February 27, 2026 and March 19, 2026 respectively, and reviewed and approved the "Proposal on Adjusting the 2025 Restricted Stock Incentive Plan". In order to continue to effectively exert the incentive effect of the 2025 Restricted Stock Incentive Plan, the company has adjusted some assessment indicators of the 2025 Restricted Stock Incentive Plan, added new performance assessment requirements at the business unit level, and refined the individual-level performance assessment requirements for incentive targets.
The company held the 20th meeting of the sixth session of the Board of Directors on July 21, 2026, and reviewed and approved the "Proposal on Canceling the Part of the 2025 Restricted Stock Incentive Plan that has been granted to the second class of restricted stocks that have not yet vested" and "The Proposal on the Achievement of the Vesting Conditions for the First Vesting Period of the First Granted Part of the 2025 Restricted Stock Incentive Plan".
Because eight of the company's incentive targets resigned and no longer qualified as incentive targets, one incentive target voluntarily gave up the vesting due to personal reasons, and the company-level performance assessment, division-level performance assessment, and individual-level performance assessment of the incentive targets did not all meet the full vesting conditions stipulated in the incentive plan, the company voided some of the second-class restricted stocks that had been granted but not yet vested, and a total of 7,599,185 shares were voided this time. After the adjustment, the number of incentive targets initially granted under the company's incentive plan was adjusted from 123 to 115, and the number of restricted shares initially granted was adjusted from 44.560 million shares to 36.960815 shares.
Except for the above adjustments, there is no difference between the relevant contents of the incentive plan implemented this time and the disclosed incentive plan.
2. Explanation of incentive objects meeting the vesting conditions
(1) The board of directors’ review of whether the vesting conditions for restricted stocks have been met
On July 21, 2026, the company held the 20th meeting of the sixth board of directors and reviewed and approved the "Proposal on the Achievements of the Vesting Conditions for the First vesting Period of the Initial Grant Part of the 2025 Restricted Stock Incentive Plan". According to the authorization of the board of directors at the company's 2024 annual shareholders' meeting, the board of directors believes that the vesting conditions stipulated in the first vesting period of the first vesting part of the company's 2025 restricted stock incentive plan have been met. The number of shares that can be vested this time is 7.021815 million shares. It agrees that the company will handle vesting-related matters for 107 eligible incentive targets in accordance with the relevant provisions of the incentive plan. The Remuneration and Appraisal Committee of the company's board of directors expressed agreement on this vesting matter.
(2) Explanation that the vesting of incentive objects complies with various vesting conditions stipulated in the incentive plan
- According to the vesting time schedule, the first vesting period of restricted stocks granted under the incentive plan has entered the first vesting period.
According to the relevant provisions of the company's "2025 Restricted Stock Incentive Plan (Revised Draft)", the first vesting period for the initially granted restricted stock is "from the first trading day 12 months after the date of grant of restricted stock to the last trading day within 24 months from the date of grant of restricted stock." The grant date of this incentive plan is July 11, 2025, so the first vesting period for the first granted restricted stock is from July 13, 2026 to July 9, 2027.
- Explanation on the achievement of vesting conditions for the first vesting period of restricted stocks granted for the first time
According to the authorization of the company's 2024 annual shareholders' meeting and the relevant provisions of the company's "2025 Restricted Stock Incentive Plan (Revised Draft)" and "2025 Restricted Stock Incentive Plan Implementation Assessment Management Measures (Revised Draft)", the vesting conditions for the first vesting period of the restricted stocks first granted under this incentive plan have been met. The fulfillment of the vesting conditions is now explained as follows:
The serial number of the incentive object that meets the vesting conditions. The vesting conditions stipulated in the company’s restricted stock incentive plan.
Situation description
(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 cannot be expressed
Audit report expressing opinions;
- The internal control of the financial report in the most recent fiscal year was issued a negative opinion by a certified public accountant or failed to
The company has not experienced any of the above-mentioned circumstances and is in compliance with the audit report expressing an opinion;
Belongs to conditions.
- In the last 36 months after listing, there has been any failure to comply with laws, regulations, Articles of Association, or public commitments
Circumstances of profit distribution;
Situations where equity incentives are not allowed to be implemented according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.
(2) None of the following situations occurs 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;
In the past 12 months, the incentive objects to be vested have not been fined or market entry measures have been taken by the China Securities Regulatory Commission and its dispatched agencies due to major violations of laws and regulations in the past 12 months. If the aforementioned circumstances occur, they meet the vesting conditions.
There are circumstances stipulated in the Company Law that prohibit you from serving as a director or senior manager of a company;
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) Requirements for tenure during the vesting period
The incentive objects to be vested this time meet the requirements of 3. Each batch of restricted stocks granted to the incentive objects must have a tenure of more than 12 months before vesting.
Vesting tenure requirements.
limit.
(4) Company-level performance appraisal requirements
Operating income growth rate (A) Net profit (B)
According to Lixin Accounting Firm (Special vesting period target value trigger value
Target Value (Am) Trigger Value (An) Company issued by General Partnership) 2025 (Bm) (Bn)
Annual "Audit Report" (Letter to Huisheng Daily is based on business in 2024 and is based on business in 2024
Word [2026] No. ZI10320): 2025 revenue is the base, 2025 net 2025 net
In the first year, the company achieved operating income of 11.35. Operating income in 2025. Operating income in 2025. The profit is positive. The profit is positive.
The vesting period is 100 million yuan, and the operating income growth rate in 2025 is not low. value.
It is 16.96%, and 25% belongs to the company's shareholders4. at 15%.
And exclude the equity incentive share payment fee assessment indicators, performance completion ratio, and indicator corresponding coefficients.
The net profit after the impact is 6,749.27 A≧Am and B≧Bm X=100%
Ten thousand yuan, satisfying both the company's operating income growth rate (A) in the first vesting period, An≦A<Am and Bn≦ X=A/Am and B/Bm
Level performance appraisal trigger value An, Bn Net profit (B) B<Bm lower value
And the requirement of target value Bm, but not A<An or B<Bn X=0
To meet the requirements of the target value Am, the company notes: 1. The above "operating income" and "net profit" are audited by the accounting firm hired by the company.
The level ownership ratio is 67.84%.
The data contained in the consolidated statements are the basis for calculation.
- The above "net profit" indicator excludes the impact of equity incentive share payment expenses.
(5) Performance assessment requirements at the business unit level. Based on the company's current salary and assessment, for the incentive objects of the business unit, on the basis of the company-level operating results assessment, and at the same time incorporating relevant regulations, a comprehensive assessment will be made on the completion of business performance of the business units to which business 5 belongs in 2025, and based on this, the attribution ratio (Y) of the three business areas will be determined in the performance assessment at the business unit level. Based on the indicator caliber, organizational implementation and application of results of the business department level assessment, the department assessment result is A, and the affiliated incentives are implemented in accordance with the company's current salary and assessment related systems. The assessment results of the incentive object divisions are divided into 42 people, with a vesting ratio of 100%; there are seven levels of A, A-, B+, B, B-, C, and D. According to the following assessment rating table, the corresponding assessment result of the division is B+, and the vesting ratio at the division level (Y): There are 24 incentive targets, with a vesting ratio of 85%; 1 division assessment result. Division assessment result A A- B+ B B- C D
It is B-, there are 7 incentive objects, and the vesting ratio is 70%; 2 business departments are tested for the vesting ratio of the business department.
100% 95% 85% 80% 70% 50% 0% The verification result is D, and the incentive object belongs to 5 (Y)
name, the vesting ratio is 0%; non-business For incentive objects belonging to non-business departments, their performance assessment is mainly based on company-level operating results, and the results are
There are 37 incentive targets under the department who are not suitable for the evaluation of the performance requirements corresponding to their job responsibilities, and the completion of the business performance of the business department is not applicable.
Use the vesting ratio (Y) rule based on the performance of business divisions.
Attribution proportion (Y) rule.
During this assessment period, 8 incentive targets have resigned and are no longer eligible for incentives, and the corresponding rights and interests shall not be vested; on-the-job incentive targets
(6) Individual-level performance appraisal requirements
Xiangzhong: Assessment results of 64 incentive objects. The individual-level assessment of all incentive objects is organized in accordance with the company’s current regulations on salary and assessment.
For A+ or A, the individual-level vesting ratio is implemented, and the actual number of shares vested is determined based on the assessment results of the incentive objects. Incentive object
For example, it is 100%; the performance appraisal results of the three incentive targets are divided into eight grades: A+, A, A-, B+, B, B-, C, and D.
The verification result is A-. The individual-level vesting ratio is determined by the corresponding individual-level vesting ratio in the following assessment rating table to determine the actual vested shares of the incentive object.
For example, 95%; the number of assessment copies for one incentive target:
The result is B+, and the individual-level vesting ratio performance appraisal results A+, A A- B+ B B- C D are 90%; the assessment result of 41 incentive targets is B, and the individual-level vesting ratio is 90%.
100% 95% 90% 85% 80% 0% 0% The example is 85%, including 1 incentive target (N)
If the company voluntarily gives up this vesting due to personal reasons and meets the performance appraisal standards at the company level, the number of restricted shares actually vested by the incentive object in the current year = individual
The assessment result of the two incentive objects is the number of stocks planned to vest in the current year × the company-level vesting ratio (X) × the division-level vesting ratio
B-, for example, the personal-level belonging ratio (Y) × the personal-level belonging ratio (N).
80%; the assessment results of 4 incentive targets are C, and the individual-level vesting ratio is 0%.
(3) How to handle some restricted stocks that have not met the vesting conditions
The company's handling of the invalidation and invalidation of some restricted stocks that have not met the vesting conditions, please refer to the company's "About
Canceling the portion of the second class of restricted stock that has not yet vested under the 2025 Restricted Stock Incentive Plan.
Announcement" (Announcement No.: 2026-44).
3. Details of vesting of restricted stocks this time
vesting date: August 5, 2026.
Number of vested shares: 7,021,815 shares.
Number of people belonging to it: 107 people.
Source of stock: The company issues A shares of common stock to incentive targets.
List of incentive objects and their ownership status
The number of restricted shares that have been granted vests this time. The number of vested shares accounts for the number of issued restricted shares. Name Nationality Position Number of restricted shares Quantity Restricted shares granted
(10,000 shares) (10,000 shares) Proportion of the number of votes 1 Fan Shixin China Director 180.00 36.6336 20.35% 2 Cha Yinqun China Chief Financial Officer 100.00 19.3344 19.33% 3 Yan Jianzhang Malaysia Core employees 100.00 20.3520 20.35% 4 Chen Qikuan Taiwan, China Core employees 45.00 9.1584 20.35% 5 Liang Guihe United States Core employees 40.00 8.1408 20.35% 6 Sun Qun Taiwan, China Core employees 15.00 3.0528 20.35% Core employees (101 people) 3,370.00 605.5095 17.97% Total 3,850.00 702.1815 18.24% Note: 1. If the total number of values in the above table does not match the sum of each sub-item value, it is due to rounding;
The above list of incentive targets has excluded those who have resigned, those who voluntarily gave up this vesting, and those who cannot vest in this period;
Mr. Xu Jian, the object of the first incentive award, served as the secretary of the company's board of directors when it was first awarded. Due to work adjustments on November 28, 2025, he no longer served as the secretary of the company's board of directors. After his resignation, he continued to hold other positions in the company and became a core employee of the company.
During the process of fund payment and share registration, there is no situation where incentive objects give up their rights and interests due to reasons such as resignation or insufficient fund raising.
4. Listing and circulation arrangements/restricted sales arrangements for the shares attributable to restricted stocks this time
(1) The listing and circulation date of the vested stocks: August 5, 2026
(2) The number of listed shares attributable to this transaction: 7,021,815 shares
(3) There will be no additional lock-up period after the restricted stocks vest. If the incentive targets are directors and senior managers, relevant regulations will apply.
(4) Restrictions on the sale and transfer of shares vested by directors and senior managers this time
If the incentive targets are directors and senior managers of the company, the shares transferred each year during their term of office shall not exceed 25% of the total number of shares of the company held by them; within six months after leaving the company, the shares of the company held by them shall not be transferred.
If the incentive objects are directors and senior managers of the company, if they sell the company's stocks they hold within 6 months after buying them, or buy them again within 6 months after selling them, the proceeds will belong to the company, and the company's board of directors will take back the proceeds.
During the validity period of this incentive plan, if the relevant provisions on the transfer of shares held by the company's directors and senior managers in the "Company Law", "Securities Law" and other relevant laws, regulations, normative documents and the "Articles of Association" change, then the transfer of the company stocks held by these incentive objects shall comply with the revised relevant provisions at the time of transfer.
5. Capital verification and share registration
Lixin Accounting Firm (Special General Partnership) issued a "Capital Verification Report" (Xin Huishi Bao Zi [2026] No. ZI10758) on July 30, 2026, to verify the company's increase in registered capital and share capital. As of July 28, 2026, the company has received subscription funds from 107 incentive targets totaling RMB 21,416,535.75 (in capital letters: two thousand one hundred four hundred and one thousand six hundred and thirty five yuan seven cents). All subscription funds are invested in the form of monetary funds. This capital increase was RMB 21,416,535.75, including an additional registered capital of RMB 7,021,815.00 and an additional capital reserve of RMB 14,394,720.75.
The company has completed the registration procedures for this vested restricted stock at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
The listing and circulation date of the second category of restricted stocks this time will be August 5, 2026.
6. Usage plan of funds raised from this exercise
All funds raised after this vesting will be used to supplement the company's working capital.
7. The impact of the new shares after this vesting on the listed company
- The impact of this vesting on the equity structure of listed companies
Unit: Before the change of shares. This change. After the change.
Number of shares 497,963,992 7,021,815 504,985,807
Note: The share capital structure after this vesting shall be subject to the final processing results of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
After this share ownership registration is completed, the company's total share capital will increase from 497,963,992 shares to 504,985,807 shares, which will affect and dilute the company's basic earnings per share and return on net assets. The details are subject to the annual audit report issued by the accounting firm. The vesting of restricted stocks will not have a significant impact on the company's financial status and operating results.
This vesting will not have a significant impact on the company's equity structure and will not lead to changes in the company's control. After the completion of this vesting, the company's equity distribution still meets the conditions for listing.
Changes in shareholdings of the company’s controlling shareholders and persons acting in concert before and after vesting
After the vesting of this restricted stock, the company's total share capital will increase from 497,963,992 shares to 504,985,807 shares. The company's controlling shareholder and actual controller Mr. WOO SWEE LIAN and its concerted parties Jiangmen Ruilian Pharmaceutical Investment Co., Ltd. (hereinafter referred to as "Ruilian Investment"), MEGASTAR CENTRE The total shareholding ratio of LIMITED (hereinafter referred to as "MEGASTAR") and Mr. Zheng Wenlue (person acting in concert with Ruilian Investment) will be passively diluted. The total shareholding ratio will be passively diluted from 21.18% to 20.89%. The change in equity will reach an integral multiple of 1%. The specific changes in equity are as follows:
Before changes in the company’s total share capital After changes in the company’s total share capital
Shareholder name
Number of shares held Proportion of the company's total share capital Number of shares held Proportion of the company's total share capital WOOSWEELIAN 55,482,062 11.14% 55,482,062 10.99% Ruilian Investment 26,641,074 5.35% 26,641,074 5.28% MEGASTAR 22,711,333 4.56% 22,711,333 4.50% Zheng Wenlue 640,000 0.13% 640,000 0.13%
Total 105,474,469 21.18% 105,474,469 20.89%
This change in equity is a passive change in shareholding ratio caused by changes in the company's total share capital. It will not result in a change in the company's control, and will not have an impact on the company's governance structure and ongoing operations.
8. Lawyer’s legal opinion on this ownership
This vesting has obtained the approvals and authorizations that should be obtained at this stage, and complies with the relevant provisions of the "Measures for the Administration of Equity Incentives for Listed Companies" (hereinafter referred to as the "Management Measures") and other laws, regulations, rules, normative documents and the "2025 Restricted Stock Incentive Plan (Revised Draft)".
The conditions for this vesting have been met, and this vesting complies with the relevant provisions of laws, regulations, rules, normative documents such as the "Management Measures" and the "2025 Restricted Stock Incentive Plan (Revised Draft)".
9. Documents for reference
Resolution of the 20th meeting of the sixth board of directors;
Verification opinions of the Compensation and Assessment Committee on the vesting list for the first vesting period of the first vesting period of the restricted stock incentive plan in 2025;
Review opinions of the fourth meeting of the Remuneration and Appraisal Committee of the sixth board of directors;
Legal opinion from the Shanghai Branch of Beijing Jingtian & Gongcheng Law Firm regarding the achievement of some of the vesting conditions for the first vesting period of the initial grant of the 2025 Restricted Stock Incentive Plan of Smart Pharmaceutical Technology Co., Ltd. in 2025 and the invalidation of some restricted stocks;
Capital Verification Report issued by Lixin Accounting Firm (Special General Partnership).
Announcement is hereby made.
Board of Directors of Ruizhi Pharmaceutical Technology Co., Ltd. August 4, 2026