Asymlink: Announcement on Adjustments to Matters Related to the 2025 A-Share Restricted Stock Incentive Plan
Securities code: 002821 Securities abbreviation: Kai Laiying Announcement number: 2026-023
Asymchem Pharmaceutical Group (Tianjin) Co., Ltd.
Announcement on Adjustments to Matters Related to the 2025 A-Share Restricted Stock Incentive Plan
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.
Asymchem Pharmaceutical Group (Tianjin) Co., Ltd. (hereinafter referred to as the "Company") held the 10th meeting of the fifth board of directors on June 17, 2026, and reviewed and approved the "Proposal on Adjusting Matters Related to the 2025 A-Share Restricted Stock Incentive Plan". According to the relevant authorization given to the board of directors by the company's first extraordinary shareholders' meeting in 2025, the above matters do not need to be submitted to the company's shareholders' meeting for review. The relevant matters are now explained as follows:
1. Decision-making process and approval status of incentive plan
(1) On January 24, 2025, the 59th meeting of the company’s fourth session of the Board of Directors reviewed and approved the “Proposal on the Company’s 2025 A-Share Restricted Stock Incentive Plan (Draft)” and its Summary, the “Proposal on the Company’s Implementation Assessment and Management Measures for the 2025 A-Share Restricted Stock Incentive Plan”, and the “Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle the Company’s 2025 A-Share Restricted Stock Incentive Plan” "Proposal on Matters Related to the Restricted Stock Incentive Plan", the 46th meeting of the company's fourth session of the Supervisory Board reviewed and approved the above proposal.
(2) On March 18, 2025, the 60th meeting of the company’s fourth board of directors reviewed and approved the “Proposal Regarding the Company’s 2025 A-Share Restricted Stock Incentive Plan (Draft)” and its Summary Revised Draft, and the 47th meeting of the company’s fourth board of supervisors reviewed and approved the above motion.
(3) From January 25, 2025 to February 21, 2025, the company publicized the names and positions of the first incentive recipients on the company’s intranet. As of the expiration of the publicity period, the company’s board of supervisors has not received any objections to the company’s planned incentive recipients. On March 28, 2025, the company disclosed the "Explanation of the Board of Supervisors on the Review Opinions and Publicity of the Incentive List of the 2025 A-Share Restricted Stock Incentive Plan" and the "Self-examination Report on the Purchase and Sale of Company Stocks by Incentive Objects and Insiders of the 2025 A-Share Restricted Stock Incentive Plan."
(4) On April 3, 2025, the company’s first extraordinary shareholders’ meeting in 2025 reviewed and approved the “Proposal on the Company’s 2025 A-Share Restricted Stock Incentive Plan (Draft)” and its revised summary, the “Proposal on requesting the shareholders’ meeting to authorize the Board of Directors to handle matters related to the company’s 2025 A-Share Restricted Stock Incentive Plan” and the “Proposal on the Company’s “2025 A-Share Restricted Stock Incentive Plan Implementation Assessment and Management Measures”. The company's implementation of the 2025 A-share restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant restricted stocks to incentive targets when the incentive targets meet the conditions, and handle all matters necessary for the grant.
(5) On April 24, 2025, the 63rd meeting of the company’s fourth board of directors and the 50th meeting of the fourth board of supervisors reviewed and approved the “Proposal on the First Grant of A-Share Restricted Stocks to Incentive Objects”. The Board of Supervisors verified the list of incentive targets for the first grant of restricted stocks.
(6) On June 6, 2025, the company issued the "Announcement on the Completion of Registration for the Initial Grant of A-Share Restricted Stocks" on cnchao.com, actually granted 4.2733 million restricted shares to 561 eligible incentive targets, and completed the registration on June 5, 2025.
(7) On September 29, 2025, the fourth meeting of the company’s fifth board of directors reviewed and approved the “Proposal on Granting Reserved A-Share Restricted Stocks to Incentive Objects”. The Remuneration and Appraisal Committee of the Board of Directors verified the list of incentive targets reserved for the grant of restricted stocks.
(8) On November 28, 2025, the company issued the "Announcement on the Completion of Registration for the Reserved Grant of A-Share Restricted Stocks" on cnchao.com, actually granted 291,400 restricted shares to 137 eligible incentive targets, and completed the registration on November 27, 2025.
(9) On December 19, 2025, the sixth meeting of the company's fifth board of directors reviewed and approved the "Proposal on Adjusting Matters Related to the 2025 A-Share Restricted Stock Incentive Plan" and "The Proposal on Repurchasing and Cancelling Part of the Restricted Stocks in the 2025 A-Share Restricted Stock Incentive Plan." The Remuneration and Appraisal Committee of the Board of Directors issued verification opinions.
(10) On March 13, 2026, the seventh meeting of the company’s fifth board of directors reviewed and approved the “Proposal on the Repurchase and Cancellation of Part of the Restricted Stocks of the 2025 A-Share Restricted Stock Incentive Plan”. The Remuneration and Appraisal Committee of the Board of Directors issued verification opinions.
(11) On April 17, 2026, the company held the first extraordinary shareholders' meeting in 2026, the first A-share class meeting in 2026 and the first H-share class meeting in 2026, and reviewed and approved the "Proposal on the Repurchase and Cancellation of Part of the Restricted Stocks in the 2025 A-Share Restricted Stock Incentive Plan" (the sixth meeting of the fifth board of directors) and the "Repurchase and Cancellation of the 2025 A Shareholders". Proposal on Partial Restricted Stocks of the A-Share Restricted Stock Incentive Plan" (the seventh meeting of the fifth board of directors), which agreed to repurchase and cancel 94,000 shares held by 13 resignation incentive objects of the 2025 A-share restricted stock incentive plan (of which 87,000 shares were held by 11 resignation incentive objects for the first time, and 7,000 shares were reserved for 2 resignation incentive objects).
(12) On June 17, 2026, the 10th meeting of the company’s fifth board of directors reviewed and approved the “Proposal on Adjustments to Matters Related to the 2025 A-Share Restricted Stock Incentive Plan” and the “Proposal on the Repurchase and Cancellation of Certain Restricted Stocks in the 2025 A-Share Restricted Stock Incentive Plan.” The Remuneration and Appraisal Committee of the Board of Directors issued verification opinions.
2. Reasons for adjustment and adjustment methods
The company held the 2025 annual shareholders' meeting on June 10, 2026, and reviewed and approved the 2025 profit distribution plan. The specific plan is: based on the total share capital entitled to profit distribution on the equity registration date when the distribution plan is implemented in the future, a cash dividend of 13 yuan (tax included) will be distributed to all shareholders for every 10 shares, 0 bonus shares (tax included) will be given, and the reserve fund will not be converted into share capital.
According to the relevant provisions of the company's "2025 A-Share Restricted Stock Incentive Plan": "After the restricted stocks granted to the incentive objects have been registered, if the company occurs capital reserves to increase share capital, distribute stock dividends, share subdivisions, allotments, share reductions, dividends and other matters that affect the company's total share capital or the company's stock price, the company should make corresponding adjustments to the repurchase price of the restricted stocks that have not yet been lifted."
Adjustment formula for restricted stock repurchase price:
P=P-V
Among them: P is the adjusted repurchase price of restricted shares per share, V is the dividend amount per share; P is the grant price of restricted shares per share.
As of the disclosure date of this announcement, the company's 2025 profit distribution plan has been reviewed and approved by the shareholders' meeting, but has not yet been implemented. If the repurchase matter of the "Proposal on the Repurchase and Cancellation of Partial Restricted Stocks in the 2025 A-Share Restricted Stock Incentive Plan" is implemented after the company's 2025 annual equity distribution is completed, the company's first grant of restricted stock repurchase price will be adjusted from 36.42 yuan/share to 35.12 yuan/share. Yuan/share, the repurchase price of reserved restricted shares was adjusted from 53.24 Yuan/share to 51.94 Yuan/share.
3. The impact of this adjustment on the company
This adjustment will not have a substantial impact on the company's financial status and operating results.
4. Opinions of the Remuneration and Appraisal Committee
The company's board of directors made adjustments to relevant matters of the 2025 A-share restricted stock incentive plan in accordance with the authorization of the company's first extraordinary general meeting of shareholders in 2025. The review process was legal and compliant. The adjustment content complied with the "Measures for the Management of Equity Incentives for Listed Companies" and other laws, administrative regulations, normative documents, and the relevant provisions of the "2025 A-share restricted stock incentive plan". There was no harm to the interests of the company and all shareholders. The Remuneration and Assessment Committee of the Board of Directors agreed to the company’s adjustments to matters related to the 2025 A-share restricted stock incentive plan and agreed to submit the matter to the Board of Directors for review.
5. Concluding opinions of the legal opinion
Lawyers from Beijing Deheng Law Firm believe that the company has fulfilled all necessary legal procedures at this stage regarding this adjustment; this adjustment of the repurchase and cancellation price and other matters are in compliance with the relevant provisions of the "Administrative Measures", "Self-Regulation Guidelines No. 1" and the "Incentive Plan (Draft)".
6. Documents for reference
(1) Resolution of the tenth meeting of the fifth session of the board of directors of the company;
(2) Verification opinions of the Remuneration and Assessment Committee of the Board of Directors on matters related to the company’s 2025 A-share restricted stock incentive plan;
(3) Beijing Deheng Law Firm’s legal opinion on the repurchase price adjustment and the repurchase and cancellation of some restricted shares in the 2025 A-share restricted stock incentive plan of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd.
Announcement is hereby made.
Board of Directors of Asymchem Pharmaceutical Group (Tianjin) Co., Ltd.
June 18, 2026