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/[Temporary Announcement] Sanyuan Gene: Announcement on Cancellation of Partial Stock Options of the 2022 Equity Incentive Plan
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[Temporary Announcement] Sanyuan Gene: Announcement on Cancellation of Partial Stock Options of the 2022 Equity Incentive Plan

Beijing Stock Exchange
2025/09/16

Securities code: 837344 Securities abbreviation: Sanyuan Gene Announcement number: 2025-101

Beijing Sanyuan Gene Pharmaceutical Co., Ltd.

Announcement on Cancellation of Partial Stock Options of the 2022 Equity Incentive Plan

The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.

Beijing Sanyuan Gene Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") held the second meeting of the Remuneration and Assessment Committee of the fourth board of directors on September 10, 2025; on September 12, 2025, the company held the eighth meeting of the fourth board of directors. The above two meetings reviewed and approved the "Proposal on Cancellation of Partial Stock Options of the 2022 Equity Incentive Plan". It is planned to cancel 2.641 million stock options this time. The relevant matters are explained as follows:

1. Implemented decision-making procedures and information disclosure of the "Incentive Plan"

  1. On October 26, 2022, Beijing Sanyuan Gene Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") held the fifth meeting of the third board of directors, and reviewed and approved the "Proposal on the Company's <2022 Equity Incentive Plan (Draft)>", "Proposal on the Company's <List of Incentive Objects Granted by the 2022 Equity Incentive Plan>" and "On the Company's <2022 Equity Incentive Plan (Draft)>" Proposal on the Implementation of Assessment and Management Measures for the Equity Incentive Plan in 2022, and reviewed and approved the Proposal on Identifying the Company’s Core Employees and the Proposal on Requesting the Company’s Shareholders Meeting to Authorize the Board of Directors to Handle Matters Related to the Equity Incentive Plan in 2022. The company's independent directors issued independent opinions in agreement with the relevant proposals. Independent directors Chen Hanwen and Fan Baoqun served as collectors to solicit voting rights from all shareholders of the company on the proposals related to the incentive plan to be reviewed at the company's first extraordinary shareholders' meeting in 2022.

  2. On October 26, 2022, the company held the fifth meeting of the third board of supervisors, which reviewed and approved the "Proposal on the Company's 2022 Equity Incentive Plan (Draft)", "Proposal on the Identification of the Company's Core Employees", "Proposal on the Company's "List of Incentive Objects Granted by the 2022 Equity Incentive Plan", "Proposal on the Company's "2022 Equity Incentive Plan Implementation Assessment and Management Measures" and "On Requesting the Company's Shareholders Meeting to Authorize the Board of Directors to Handle the 2022 Equity Incentive Plan" Proposal on Matters Related to the Annual Equity Incentive Plan.

  3. From October 27, 2022 to November 5, 2022, the company announced the list of incentive targets to be awarded for the first time under this equity incentive plan on the company’s internal information bulletin board. During the publicity period, the company's Board of Supervisors did not receive any objections from employees regarding the list of proposed incentives. The company held the seventh meeting of the third board of supervisors on November 6, 2022, and reviewed and approved the "Proposal on Verification of the Company's Proposed Core Employees" and the "Proposal on Verification of the Incentive Objects Granted to the Company's 2022 Equity Incentive Plan", and disclosed the "Verification Opinions of the Board of Supervisors on the Incentive Objects Granted under the 2022 Equity Incentive Plan".

  4. On November 11, 2022, the company held the first extraordinary shareholders' meeting of 2022, which reviewed and approved the "Proposal on the Company's 2022 Equity Incentive Plan (Draft)", "The Proposal on the Identification of the Company's Core Employees", the Proposal on the Company's "List of Incentive Objects Granted by the 2022 Equity Incentive Plan", "The Proposal on the Company's "2022 Equity Incentive Plan Implementation Assessment and Management Measures"" and "On Requesting the Company's Shareholders Meeting to Authorize the Board of Directors to handle Proposal on Matters Related to the 2022 Equity Incentive Plan. Based on the verification of insiders' buying and selling of the company's stocks, the company disclosed the "Self-examination Report on Insiders' Trading of the Company's Stocks" (Announcement No.: 2022-079) on the Beijing Stock Exchange Information Disclosure Platform (www.bse.cn).

  5. On November 18, 2022, the company held the seventh meeting of the third board of directors and the eighth meeting of the third board of supervisors, and reviewed and approved the "Proposal on the First Grant of Stock Options to Incentive Objects". The company’s Board of Supervisors verified the first grant of the 2022 Equity Incentive Plan and issued a concurring opinion. The company's independent directors expressed their independent opinions in agreement. Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd., an independent financial consultant with securities qualifications hired by the company, expressed opinions on the first equity grant of the 2022 equity incentive plan. Beijing Haotian Law Firm issued a legal opinion on matters related to the first grant of the 2022 equity incentive plan of Beijing Sanyuan Gene Pharmaceutical Co., Ltd.

  6. On January 5, 2023, the company completed the registration related matters for the first grant of stock options under this equity incentive plan, and disclosed the "Announcement on the Result of the Stock Option Grant of the 2022 Equity Incentive Plan" on January 9, 2023.

  7. On October 19, 2023, the company held the 11th meeting of the third board of directors and the 12th meeting of the third board of supervisors, and reviewed and approved the "Proposal on the Identification of the Company's Core Employees" and the "Proposal on the Company's "List of Incentive Objects Reserved for Grant in the 2022 Equity Incentive Plan". The company's independent directors issued independent opinions in agreement with the relevant proposals.

  8. From October 20, 2023 to October 29, 2023, the company announced the list of core employees to be recognized and the list of incentive targets to be reserved for this equity incentive plan on the company’s internal information bulletin board. During the publicity period, the company's Board of Supervisors did not receive any objections from employees regarding the list of proposed incentives. The company held the 14th meeting of the third board of supervisors on October 30, 2023, and reviewed and approved the "Proposal on Verification of the Company's Proposed Core Employees" and the "Proposal on Verification of the Incentive Objects Reserved for the Company's 2022 Equity Incentive Plan", and disclosed the "Verification Opinions on the Incentive Objects Reserved for the 2022 Equity Incentive Plan".

  9. On November 7, 2023, the company held the first extraordinary shareholders' meeting in 2023, and reviewed and approved the "Proposal on Identifying the Company's Core Employees".

  10. On November 9, 2023, the company held the 13th meeting of the third board of directors and the 15th meeting of the third board of supervisors, and reviewed and approved the "Proposal on Reserving and Granting Stock Options to Incentive Objects". The company’s Board of Supervisors reviewed the reserved grant matters of the 2022 Equity Incentive Plan and issued a concurring opinion. The company's independent directors expressed their independent opinions in agreement. Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd., an independent financial consultant with securities qualifications hired by the company, expressed its opinions on the grant of reserved interests in the 2022 equity incentive plan. Beijing Haotian Law Firm issued a legal opinion on matters related to the grant of reserved rights in the 2022 Equity Incentive Plan of Beijing Sanyuan Gene Pharmaceutical Co., Ltd.

  11. On October 18, 2024, the company held the 19th meeting of the third board of directors and the 19th meeting of the third board of supervisors, and reviewed and approved the "Proposal on the Achievement of the Exercise Conditions for the First Exercise Period of the Part of the First Grant of the Equity Incentive Plan in 2022" and the "Proposal on Adjusting the Exercise Price of the Part of the Stock Option First Granted of the 2022 Equity Incentive Plan". The company's Board of Supervisors verified the achievement of the exercise conditions for the first vesting period of the first grant of the 2022 Equity Incentive Plan and other related matters and expressed its approval. Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd., an independent financial consultant with securities qualifications hired by the company, expressed opinions on matters related to the achievement of the exercise conditions for the first exercise period of the first grant of the 2022 equity incentive plan. Beijing Haotian Law Firm issued a legal opinion on matters related to the achievement of the exercise conditions for the first exercise period of the first grant of the 2022 equity incentive plan of Beijing Sanyuan Gene Pharmaceutical Co., Ltd.

  12. On September 10, 2025, the company held the second meeting of the Remuneration and Assessment Committee of the fourth board of directors; on September 12, 2025, the company held the eighth meeting of the fourth board of directors. The above two meetings reviewed and approved the "Proposal on Adjusting the Exercise Price of Part of the Stock Options Reserved for Granting in the 2022 Equity Incentive Plan" and the "Proposal on Cancellation of Part of the Stock Options in the 2022 Equity Incentive Plan". The company's remuneration and assessment committee reviewed and issued a concurring opinion on related matters such as the exercise price of some stock options reserved for granting in the 2022 equity incentive plan and the cancellation of some stock options. Beijing Haotian Law Firm issued the "Legal Opinion on Beijing Sanyuan Gene Pharmaceutical Co., Ltd.'s adjustment of the exercise price of some stock options reserved for granting in the 2022 equity incentive plan and the cancellation of some stock options."

2. The cancellation of some stock options this time

  1. Stock options that have been granted but have not yet been exercised are canceled due to failure to meet company-level performance assessment indicators.

According to the relevant provisions of the "2022 Equity Incentive Plan (Draft)" and the "2022 Equity Incentive Plan Implementation Assessment Management Measures": "If the company fails to meet the above performance assessment goals, all incentive objects' stock options that are exercisable in the corresponding assessment year shall not be exercised and will be canceled by the company."

(1) At the company level, the performance assessment indicators for 2023 have not been reached, resulting in the cancellation of stock options that have been granted but have not yet been exercised.

According to the CAC Zhengshen Zi [2024] No. 0033 "2023 Annual Audit Report" issued by Zhongshenhua Accounting Firm (Special General Partnership), the company's operating income in 2023 was 244,732,951.33 yuan, a growth rate of 21.39% compared with the operating income in 2021 of 201,604,942.27 yuan; regarding interferon α1b atomized treatment of children RSV pneumonia obtained drug registration approval. During the reporting period, the Phase III clinical summary report was completed; regarding the assessment indicators for obtaining drug registration approval for interferon α1b aerosol prevention and treatment of new coronavirus pneumonia, during the reporting period, the company revised the clinical research plan for the prevention and treatment of early new coronavirus infection including infants and young children and obtained approval from the team leader. A total of 303 cases were enrolled throughout the year. According to the provisions of the 2022 Equity Incentive Plan, the conditions for the exercise of the second exercise period of the first grant part and the first exercise period of the reserved grant part of the 2022 Equity Incentive Plan have not been met. The company decided to cancel the 873,000 stock options initially granted under the "Incentive Plan" that did not meet the exercise conditions in the second exercise period and the reserved grant portion of 205,000 stock options that did not meet the exercise conditions in the first exercise period.

(2) At the company level, the performance assessment indicators for 2024 are not met, resulting in the cancellation of stock options that have been granted but have not yet been exercised.

According to the CAC Shen Zi [2025] No. 0537 "2024 Audit Report" issued by Zhongshenhua Accounting Firm (Special General Partnership), the company's operating income in 2024 was 256,541,927.31 yuan, a growth rate of 27.25% compared with the operating income in 2021 of 201,604,942.27 yuan; regarding the clinical completion of the new PEG integrated interferon treatment for hepatitis B III During the reporting period, the company officially launched a multi-center clinical study of whole-genome genetic testing, and 285 new subjects were enrolled in the study. According to the provisions of the 2022 Equity Incentive Plan, the exercise conditions for the third exercise period of the first grant portion and the second exercise period of the reserved grant portion of the 2022 Equity Incentive Plan have not been met. The company decided to cancel the 1.164 million stock options initially granted under the "Incentive Plan" that did not meet the exercise conditions in the third exercise period and the reserved 205,000 stock options that did not meet the exercise conditions in the second exercise period. 2. Stock options that have been granted but have not been exercised have been canceled due to the resignation of the incentive recipients.

According to the provisions of Chapter 13 of the "2022 Equity Incentive Plan (Draft)" "Handling of Changes in the Company/Incentive Objects", "The incentive object leaves the company due to resignation, company layoffs, employment, employment or expiration of the labor contract. The stock options that have been exercised by the incentive object will continue to be valid. The stock options that have been granted but have not yet been exercised by the incentive object shall not be exercised and will be canceled by the company."

In view of the fact that the four incentive targets granted for the first time under this incentive plan have resigned and no longer qualify as incentive targets, the company plans to cancel the 154,000 stock options that have been granted but have not yet been exercised; the two incentive targets reserved for grant have resigned and are no longer eligible as incentive targets, and the company plans to cancel the 40,000 stock options that have been granted but have not yet been exercised.

3.Total number of cancellations

In summary, the company plans to cancel a total of 2.641 million stock options under the above-mentioned 2022 equity incentive plan.

3. The impact of the cancellation of some stock options on the company

This cancellation of stock options complies with relevant regulations such as the "Measures for the Administration of Equity Incentives for Listed Companies" and the "2022 Equity Incentive Plan (Draft)". It will not have a substantial impact on the company's financial status and operating results, nor will it affect the stability of the company's management team. The company's management team will continue to work diligently and diligently to create value for shareholders. Subsequently, the company will consider implementing a new round of equity incentive plans as appropriate in accordance with relevant laws and regulatory rules, combined with the actual conditions of the industry, market and company, to fully mobilize the enthusiasm of management and business backbones and promote the company's sustainable, healthy and stable development.

4. Verification Opinions of the Remuneration and Appraisal Committee

After verification, the Remuneration and Assessment Committee believes that the company's cancellation of stock options complies with relevant laws, regulations and normative documents such as "Beijing Stock Exchange Guidelines for the Continuous Supervision of Listed Companies No. 3 - Equity Incentives and Employee Stock Ownership Plans" and the relevant provisions of the "2022 Equity Incentive Plan (Draft)". The review process is effective and will not have a substantial impact on the company's financial status and operating results, nor will it harm the interests of the company, its employees and all shareholders. In summary, the Remuneration and Assessment Committee agreed with the "Announcement on Cancellation of Partial Stock Options of the 2022 Equity Incentive Plan".

5. Concluding opinions of the legal opinion

Lawyers from Beijing Haotian Law Firm believe that: as of the date of issuance of this legal opinion, the necessary approvals and authorizations have been obtained for this adjustment and cancellation at this stage; the reasons and amounts for this adjustment and cancellation are in compliance with the relevant provisions of the "Administrative Measures", "Regulatory Guidelines No. 3", "Articles of Association" and "Incentive Plan (Draft)".

The company still needs to perform corresponding information disclosure obligations and handle corresponding follow-up procedures for this adjustment and cancellation in accordance with the provisions of relevant laws, regulations and normative documents such as the "Administrative Measures" and "Regulatory Guidelines No. 3".

6. Document directory for reference

(1) The company’s “Resolution of the Eighth Meeting of the Fourth Board of Directors” signed and confirmed by the participating directors and stamped with the seal of the board of directors;

(2) The "Resolution of the Second Meeting of the Remuneration and Appraisal Committee of the Fourth Board of Directors" signed and confirmed by the members of the Remuneration and Appraisal Committee present at the meeting;

(3) Verification opinions of the Compensation and Assessment Committee on adjusting the exercise prices of some stock options reserved for granting in the 2022 Equity Incentive Plan and canceling some stock options;

(4) Beijing Haotian Law Firm’s legal opinion regarding Beijing Sanyuan Gene Pharmaceutical Co., Ltd.’s adjustment of the exercise price of some stock options reserved for granting in the 2022 equity incentive plan and the cancellation of some stock options.

Board of Directors of Beijing Sanyuan Gene Pharmaceutical Co., Ltd.

September 16, 2025