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Shanghai Xuantai Medical Technology Co., Ltd. Daily Announcement Series
Log in to the Sina Finance app and search 【information disclosure】 to view evaluation tiers
Stock code: 688247 Stock abbreviation: Xuantai Pharmaceuticals Announcement No.: 2026-018
Shanghai Xuantai Pharmaceutical Technology Co., Ltd.
Announcement on Granting Restricted Stock to the Initial Grantees Under the 2025 Restricted Stock Incentive Plan
for the First Time
The board of directors of the Company and all directors hereby guarantee that this announcement contains no false records, misleading statements, or material omissions, and shall be legally responsible for the authenticity, accuracy, and completeness of the contents of this announcement.
Key Highlights:
● First grant date of restricted stock: April 1, 2026
● Number of restricted stock granted for the first time: 4.8340 million shares, approximately 1.07% of the total share capital of 453.34M shares of Shanghai Xuantai Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the “Company”) at the time when the announcement of the 2025 restricted stock incentive plan (hereinafter referred to as the “this Incentive Plan”) was made
● Equity incentive type: Category II restricted stock
The initial grant conditions for restricted stock provided in the 《2025 Restricted Stock Incentive Plan (Draft Amendment)》 (hereinafter referred to as the “《Incentive Plan》”) have been satisfied. Pursuant to the authorization granted by the Company at its first extraordinary general meeting in 2026, on April 1, 2026, the Company convened the 25th meeting of the second session of the board of directors, which deliberated and approved the “Proposal on Granting Restricted Stock to the Incentive Recipients for the First Time.” The Board determined that April 1, 2026 would be the first grant date, and granted 4.8340 million shares of restricted stock at a grant price of RMB 5.71 per share to 64 incentive recipients. The relevant matters are explained as follows:
I. Details of the grant of restricted stock
(1) Decision-making procedures and information disclosure that have been completed for this grant of restricted stock
1、On December 25, 2025, the Company convened the 22nd meeting of the second session of the board of directors. The meeting deliberated and approved the following proposals: “Proposal on the Company’s 《2025 Restricted Stock Incentive Plan (Draft)》 and Its Summary,” “Proposal on the Company’s 《Administrative Measures for the Implementation and Assessment of the 2025 Restricted Stock Incentive Plan》 and 《Administrative Measures for the Implementation of the 2025 Restricted Stock Incentive Plan》,” and “Proposal on Requesting the General Meeting to Authorize the Board of Directors to Handle Relevant Matters Concerning the 2025 Restricted Stock Incentive Plan,” among others. Before these proposals were submitted to the board of directors for deliberation, they had already been reviewed and approved by the board’s remuneration and appraisal committee. The remuneration and appraisal committee verified the relevant matters concerning this Incentive Plan and issued the corresponding review opinions.
2、On January 14, 2026, the Company convened the 23rd meeting of the second session of the board of directors. The meeting deliberated and approved the following proposals: “Proposal on the Company’s 《2025 Restricted Stock Incentive Plan (Draft Amendment)》 and Its Summary,” and “Proposal on the Company’s 《Administrative Measures for the Implementation of the 2025 Restricted Stock Incentive Plan (Draft Amendment)》.” Before these proposals were submitted to the board of directors for deliberation, they had already been reviewed and approved by the board’s remuneration and appraisal committee. The remuneration and appraisal committee issued the corresponding review opinions.
3、On March 9, 2026, the Company received a reply from the Shanghai Municipal State-owned Assets Supervision and Administration Commission: 《Reply of the State-owned Assets Supervision and Administration Commission on Approving Shanghai Xuantai Pharmaceutical Technology Co., Ltd. to Implement the 2025 Restricted Stock Incentive Plan (Draft Amendment)》 (Zhu Guo Zi Wei Kao Fen〔2026〕59). On March 11, 2026, the Company disclosed the “Announcement on the 2025 Restricted Stock Incentive Plan (Draft Amendment) Obtaining Approval from the Shanghai Municipal State-owned Assets Supervision and Administration Commission” (Announcement No.: 2026-011) on the website of the Shanghai Stock Exchange (www.sse.com.cn).
4、From March 12, 2026 to March 21, 2026, the Company publicized internally the names and positions of the incentive recipients proposed for the first grant under this Incentive Plan. During the publicity period, certain employees of the Company submitted feedback to the Company or the board’s remuneration and appraisal committee expressing their requests to become initial grant recipients. The Company and the board’s remuneration and appraisal committee explained and clarified related issues in accordance with relevant provisions including the 《Administrative Measures for the Implementation of the 2025 Restricted Stock Incentive Plan (Draft Amendment)》 and the 《2025 Restricted Stock Incentive Plan (Draft Amendment)》. Upon the expiration of the publicity period, the Company’s remuneration and appraisal committee did not receive any other objections from any employees regarding the list of incentive recipients proposed for the first grant. On March 27, 2026, the Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) the “Review Opinions and Publicity Status Explanation of the Board’s Remuneration and Appraisal Committee on the List of Initial Grant Incentive Recipients Under the 2025 Restricted Stock Incentive Plan” (Announcement No.: 2026-015).
5、On April 1, 2026, the Company convened its first extraordinary general meeting in 2026 and deliberated and approved the following proposals: “Proposal on the Company’s 《2025 Restricted Stock Incentive Plan (Draft Amendment)》 and Its Summary,” “Proposal on the Company’s 《Administrative Measures for the Implementation of the 2025 Restricted Stock Incentive Plan (Draft Amendment)》,” “Proposal on the Company’s 《Administrative Measures for the Implementation and Assessment of the 2025 Restricted Stock Incentive Plan》,” and “Proposal on Requesting the General Meeting to Authorize the Board of Directors to Handle Relevant Matters Concerning the 2025 Restricted Stock Incentive Plan.”
6、On April 2, 2026, the Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) the “Self-inspection Report on the Trading of the Company’s Shares by Interested Parties of Insider Information Regarding the 2025 Restricted Stock Incentive Plan” (Announcement No.: 2026-016).
7、On April 1, 2026, the Company convened the 25th meeting of the second session of the board of directors, which deliberated and approved the “Proposal on Granting Restricted Stock to the Incentive Recipients for the First Time.” Before the above proposal was submitted to the board of directors for deliberation, it had already been reviewed and approved by the board’s remuneration and appraisal committee. The board’s remuneration and appraisal committee verified the above matters and issued review opinions.
(2) Explanation from the board of directors on whether the grant conditions are met, and clear opinions issued by the board’s remuneration and appraisal committee
1、Explanation by the board of directors on whether the relevant conditions for this grant are met
Pursuant to the grant conditions set out in the 《Incentive Plan》, an incentive recipient must satisfy the following conditions at the same time in order to receive restricted stock:
(1) The Company has not occurred any of the following situations:
① In the most recent fiscal year, the financial accounting report was audited by a certified public accountant and issued a negative opinion or an opinion that is unable to be expressed;
② In the most recent fiscal year, the internal control over financial reporting was audited by a certified public accountant and issued a negative opinion or an opinion that is unable to be expressed;
③ Within the most recent 36 months after listing, there were situations where profits were not distributed in accordance with laws and regulations, the “Articles of Association,” and publicly made undertakings;
④ It is prohibited by laws and regulations to implement equity incentives;
⑤ Other situations recognized by the CSRC (China Securities Regulatory Commission).
(2) The performance appraisal results of incentive recipients for the previous year as of the announcement date of the Incentive Plan are B or above (for newly employed incentive recipients proposed for this year, their performance appraisal results for this year shall be deemed as “B”), and the incentive recipient has not occurred any of the following situations:
① Within the past 12 months, being identified by the securities exchange as an inappropriate person for holding positions;
② Within the past 12 months, being identified by the CSRC and its dispatched institutions as an inappropriate person for holding positions;
③ Within the past 12 months, being subject to administrative penalties by the CSRC and its dispatched institutions due to major violations and breaches, or being subject to market ban measures;
④ Having situations in which the person is not allowed to serve as a director or senior management officer of the Company as stipulated by the 《Company Law of the People’s Republic of China》;
⑤ It is prohibited by laws and regulations to participate in equity incentives of listed companies;
⑥ Other situations recognized by the CSRC.
(3) The Company meets the performance assessment conditions, i.e., meets the following:
① In 2024, the return on weighted average net assets attributable to shareholders is not less than 10% and not less than the average level of peers in the industry;
② In 2024, the growth rate of operating revenue compared with 2023 is not less than 60% and not less than the average level of peers in the industry;
③ In 2024, the growth rate of R&D expenses compared with 2023 is not less than 10% and not less than the average level of peers in the industry;
④ In 2024, the number of approved drug(s) (product(s)) is not less than 5.
After serious verification, the board of directors determined that neither the Company nor the incentive recipients have experienced any of the above situations, nor are there any other situations that would prevent the grant or make them ineligible as incentive recipients. Therefore, the grant conditions of this Incentive Plan have been satisfied.
2、Relevant explanations by the board’s remuneration and appraisal committee on whether the conditions for this grant are met
(1) The Company does not have any prohibited situation under laws, regulations, and normative documents such as the 《Administrative Measures for Equity Incentive of Listed Companies》(hereinafter referred to as the “《Administrative Measures》”). The Company has the subject qualification to implement the restricted stock incentive plan. The incentive recipients under the Company’s 2025 restricted stock incentive plan have the appointment qualifications as stipulated by laws and regulations such as the 《Company Law of the People’s Republic of China》 and other relevant normative documents. They satisfy the incentive recipient conditions stipulated in the 《Administrative Measures》 and the 《Shanghai Stock Exchange STAR Market Stock Listing Rules》(hereinafter referred to as the “《Listing Rules》”). They also fall within the scope of incentive recipients stipulated in the Company’s 《Incentive Plan》 and its summary. Their subject qualification as incentive recipients under the Company’s 2025 restricted stock incentive plan is legal and effective.
(2) The Company determined that the first grant date under the 2025 restricted stock incentive plan meets the relevant provisions in the 《Administrative Measures》 and the 《Incentive Plan》 and its summary regarding grant dates.
In summary, the board’s remuneration and appraisal committee agrees that the first grant date of the Company’s 2025 restricted stock incentive plan shall be April 1, 2026, and agrees to grant 4.8340 million shares of restricted stock at a grant price of RMB 5.71 per share to 64 incentive recipients.
(3) Specific details of the grant
1、First grant date: April 1, 2026
2、Number of shares granted for the first time: 4.8340 million shares, approximately 1.07% of the total share capital of 453.34M shares of the Company at the time when this Incentive Plan was announced
3、Number of incentive recipients granted for the first time: 64 people
4、First grant price: RMB 5.71 per share
5、Source of shares: The Company will issue A-share ordinary shares directly to the incentive recipients and/or repurchase A-share ordinary shares from the secondary market.
6、Validity period, vesting period, and vesting arrangements of the incentive plan
(1) The validity period of the restricted stock granted for the first time to incentive recipients under the incentive plan runs from the date of grant until the date when all granted restricted stock granted to the incentive recipients has been vested or becomes void and ineffective, and shall not exceed 72 months.
(2) The restricted stock granted for the first time to incentive recipients under this Incentive Plan will, after 24 months from the date of grant, be vested in multiple tranches according to the agreed proportions once the incentive recipients meet the corresponding vesting conditions. The vesting date must be a trading day within the validity period of this Incentive Plan, but vesting shall not occur during the following periods:
① Within the 15 days prior to the announcement of the Company’s annual report or semi-annual report, if the dates of announcement of the annual report or semi-annual report are postponed for special reasons, the period shall be counted from the 15th day prior to the original scheduled announcement date, until the day immediately preceding the announcement;
② Within the five trading days prior to the announcement of the Company’s quarterly reports, earnings forecasts, and earnings quick reports;
③ From the date on which a major event occurs that may have a material impact on the trading price of the Company’s securities and their derivative products, or during the decision-making process, until the date of disclosure in accordance with law;
④ Other periods as stipulated by the CSRC and the Shanghai Stock Exchange.
The “major events” referred to above are transactions or other material matters that the Company is required to disclose pursuant to the 《Listing Rules》. If relevant laws, administrative regulations, or departmental rules provide otherwise for the periods during which vesting is prohibited, such provisions shall prevail.
Within the validity period of this Incentive Plan, if there are changes in the CSRC and the Shanghai Stock Exchange’s provisions on periods during which directors and senior management of listed companies are prohibited from buying or selling the Company’s shares, then the restricted stock granted to incentive recipients under this Incentive Plan shall be handled upon vesting in accordance with the amended relevant provisions.
The vesting periods and arrangements for the restricted stock granted under this Incentive Plan are as follows:
7、List of initial incentive recipients and grant details
Note: 1. For any incentive recipient mentioned above, the number of shares of the Company obtained through all equity incentive plans within the effective period does not exceed 1% of the Company’s total share capital. The total number of underlying shares involved in all equity incentive plans within the effective period shall not exceed 10% of the total share capital of the Company at the time the equity incentive plan is submitted to the general meeting for deliberation.
2. The incentive recipients under this Incentive Plan do not participate in two or more equity incentive plans of listed companies. The incentive recipients do not include independent directors, shareholders who individually or collectively hold more than 5% of the shares of a listed company, the actual controller of a listed company and their spouse, parents, and children.
3. The incentive recipients for the reserved portion will be determined within 12 months after this Incentive Plan is approved by the general meeting. After the board proposes, the remuneration and appraisal committee issues clear opinions, and lawyers issue professional opinions and a legal opinion letter, the Company shall disclose the relevant information in a timely and accurate manner on the designated website in accordance with the requirements.
4. If there are discrepancies between some aggregated figures in the table and the direct sum of each individual figure in the trailing digits, such discrepancies are caused by rounding.
II. Verification by the board’s remuneration and appraisal committee on the list of initial grant incentive recipients
1、All incentive recipients for the initial grant under this Incentive Plan are not subject to any of the circumstances under Article 8 of the 《Administrative Measures》 that prohibit them from becoming incentive recipients:
(1) Being identified as an inappropriate person for holding positions by the securities exchange within the past 12 months;
(2) Being identified as an inappropriate person for holding positions by the CSRC and its dispatched institutions within the past 12 months;
(3) Being subject to administrative penalties by the CSRC and its dispatched institutions or being subject to market ban measures due to major violations and breaches within the past 12 months;
(4) Having situations in which a person is not allowed to serve as a director or senior management officer of the Company as stipulated by the 《Company Law of the People’s Republic of China》;
(5) Being prohibited by laws and regulations from participating in equity incentives of listed companies;
(6) Other situations recognized by the CSRC.
2、The initial grant incentive recipients under this Incentive Plan do not include the Company’s independent directors, shareholders who individually or collectively hold 5% or more of the Company’s shares, or the actual controller and their spouse, parents, and children.
3、The list of initial grant incentive recipients under this grant is consistent with the incentive recipient conditions stipulated in the 2025 restricted stock incentive plan approved by the Company’s first extraordinary general meeting in 2026.
4、The persons on the list of initial grant incentive recipients under this Incentive Plan satisfy the eligibility requirements as stipulated by laws, regulations, and normative documents including the 《Company Law of the People’s Republic of China》, the 《Securities Law of the People’s Republic of China》, and the 《Articles of Association》, and satisfy the incentive recipient conditions as stipulated by laws, regulations, and normative documents including the 《Administrative Measures》 and the 《Listing Rules》, as well as the incentive recipient conditions stipulated in the 《Incentive Plan》.
In summary, the board’s remuneration and appraisal committee agrees on the list of initial grant incentive recipients under this Incentive Plan, agrees that the first grant date of the Company’s 2025 restricted stock incentive plan shall be April 1, 2026, and agrees to grant 4.8340 million shares of restricted stock to 64 incentive recipients meeting the conditions at a grant price of RMB 5.71 per share.
III. Explanation regarding the sale of the Company’s shares within the 6 months prior to the date of restricted stock grant, where incentive recipients are directors or senior management
This Incentive Plan has no Company directors participating. Based on the Company’s self-inspection and the 《Proof of Query Concerning Shareholding and Share Change of Information Disclosure Obligors》 issued by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd., the senior management personnel participating in this Incentive Plan have not sold the Company’s shares during the 6 months prior to the grant date.
IV. Accounting treatment methods for restricted stock and estimation of performance impact
(1) Fair value of restricted stock and determination method
With reference to the accounting department of the Ministry of Finance of the People’s Republic of China, Accounting Division’s “Application Case of Share-Based Payment Standards – Granting Restricted Stock,” the measurement of the share-based payment expense for category II restricted stock is based on the valuation of stock options. According to the relevant provisions of 《Accounting Standards for Business Enterprises No. 11 — Share-Based Payments》 and 《Accounting Standards for Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments》, the Company chooses the Black-Scholes model to compute the fair value of category II restricted stock, and on April 1, 2026, uses this model to measure the 4.8340 million shares of category II restricted stock granted for the first time. The specific parameter selections are as follows:
1、Underlying share price: RMB 9.86 per share (closing price on April 1, 2026);
2、Term: 3.6 years;
3、Historical volatility: 23.1417% (using the volatility of the last 1 year of the Shenwan-Chemical Preparations Index);
4、Risk-free interest rate: 1.3088% (using the yield to maturity of the 3-year government bond);
5、Dividend yield: 0.
(2) Expected impact of implementing restricted stock on operating performance in each period
In accordance with accounting standards and relevant valuation tools, the Company determines the fair value of category II restricted stock on the grant date, and ultimately confirms the share-based payment expenses of this Incentive Plan. Such expenses will be amortized during the implementation of this Incentive Plan in proportion according to the vesting arrangements. The incentive costs generated by this Incentive Plan will be charged to recurring profit or loss.
According to requirements under Chinese accounting standards, the impact of the first grant of restricted stock under this Incentive Plan on accounting costs in each period is shown in the following table:
Note: 1. The above calculation results do not represent the final accounting costs. The actual accounting costs are related to the grant date, grant price, and the number of shares to be vested. If an incentive recipient resigns before vesting, if the company’s performance assessment or the individual performance assessment fails to meet the corresponding standards, the actual vested number of shares will be reduced accordingly, thereby reducing the share-based payment expense. Meanwhile, the Company reminds shareholders to pay attention to possible dilution effects.
2. The final results of the above impact on the Company’s operating results shall be subject to the annual audit report issued by the accounting firm.
Based on information available at present, the Company preliminarily estimates that amortization of restricted stock expenses within each year during the effective term will have an impact on net profit. However, after implementing this restricted stock incentive plan, it will further improve the stability of the core team and effectively stimulate the core team’s motivation, thereby improving operating efficiency, bringing the Company higher operating performance and intrinsic value.
V. Concluding opinion of the legal opinion letter
All relevant matters related to the first grant under this Incentive Plan of Xuantai Pharmaceutical have obtained the necessary approvals and authorizations. Neither the Company nor the incentive recipients have occurred any situation where rights may not be granted; the grant conditions have been satisfied. The determination of the first grant date, the incentive recipients, the number of shares granted, and the grant price complies with the relevant provisions of the 《Company Law of the People’s Republic of China》, the 《Securities Law of the People’s Republic of China》, the 《Administrative Measures》, and the Company’s 《2025 Restricted Stock Incentive Plan (Draft Amendment)》. It is legal and effective. The Company has fulfilled its information disclosure obligations at the current stage regarding the first grant related matters, and should continue to fulfill corresponding information disclosure obligations in accordance with relevant laws and regulations.
This announcement is hereby issued.
Board of Directors of Shanghai Xuantai Pharmaceutical Technology Co., Ltd.
April 2, 2026
Stock code: 688247 Stock abbreviation: Xuantai Pharmaceuticals Announcement No.: 2026-016
Shanghai Xuantai Pharmaceutical Technology Co., Ltd.
Self-inspection Report on the Trading of the Company’s Shares by Insider Information Holders Under the Company’s 2025 Restricted Stock Incentive Plan
The board of directors of the Company and all directors hereby guarantee that this announcement contains no false records, misleading statements, or material omissions, and shall be legally responsible for the authenticity, accuracy, and completeness of the contents of this announcement.
Shanghai Xuantai Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the “Company”) convened the 22nd meeting of the second session of the board of directors on December 25, 2025 and deliberated and approved relevant proposals including the “Proposal on the Company’s 《2025 Restricted Stock Incentive Plan (Draft)》 and Its Summary,” among others. On January 14, 2026, the Company convened the 23rd meeting of the second session of the board of directors and deliberated and approved relevant proposals including the “Proposal on the Company’s 《2025 Restricted Stock Incentive Plan (Draft Amendment)》 and Its Summary.” The Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) the “2025 Restricted Stock Incentive Plan (Draft)” and its summary, as well as the “2025 Restricted Stock Incentive Plan (Draft Amendment)” and its summary, and other documents on December 26, 2025 and January 15, 2026, respectively.
Pursuant to the 《Administrative Measures for Information Disclosure of Listed Companies》 (hereinafter referred to as the “《Administrative Measures》”) and relevant internal confidentiality rules, the Company has taken fully necessary confidentiality measures for the 2025 restricted stock incentive plan (hereinafter referred to as the “Incentive Plan”), and at the same time, conducted necessary registration for the interested parties of insider information in relation to this incentive plan. According to the requirements of normative documents including the 《Administrative Measures for Equity Incentive of Listed Companies》, the 《Shanghai Stock Exchange STAR Market Stock Listing Rules》, and the 《Self-regulatory Regulatory Guidance for STAR Market Listed Companies No. 4 — Equity Incentive Information Disclosure》, the Company carried out a self-inspection on the trading of the Company’s shares by insider information holders related to this incentive plan, and the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. issued a query proof. The specific situation is as follows:
I. Scope and procedures of the inspection
1. The inspection targets are the insider information holders of the incentive plan.
2. All insider information holders of the incentive plan submitted the 《Registration Form for Insider Information Holders》.
3. The Company conducted queries with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. regarding the trading of the Company’s shares by the inspection targets during the six months prior to the first public disclosure of the incentive plan (June 26, 2025 to December 26, 2025, hereinafter referred to as the “self-inspection period”), and the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. issued a query proof.
II. Explanation of the inspection targets’ trading of the Company’s shares
According to the 《Proof of Query Concerning Shareholding and Share Change of Information Disclosure Obligors》 and the 《Detailed List of Share Changes by Shareholders》 issued by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd., during the self-inspection period of the incentive plan, 5 inspection targets were found to have traded the Company’s shares.
Based on the relevant progress of the Company’s planning and implementation of this incentive plan, after the Company’s self-inspection, it was determined that the trading of the Company’s shares by the above 5 inspection targets during the self-inspection period was conducted based on their independent judgments regarding trading in the secondary market, and falls within individual investment activities. Before buying or selling the Company’s shares, they were not aware of the specific proposal elements and other related information of this incentive plan, and there is no situation where they traded the Company’s shares by using insider information related to this incentive plan.
Apart from the above persons, there were no other inspection targets who traded the Company’s shares during the self-inspection period.
III. Conclusion
During the process of planning the incentive plan, the Company strictly complied with the 《Administrative Measures》, the 《Information Disclosure Management System of Shanghai Xuantai Pharmaceutical Technology Co., Ltd.》, and relevant internal confidentiality systems of the Company. The Company strictly limited the scope of personnel involved in planning and discussions, registered relevant Company personnel and intermediaries who had access to insider information in a timely manner, and took corresponding confidentiality measures. Before the Company’s first public disclosure of announcements related to the incentive plan, no information leakage was found.
After the review, within the 6 months prior to the public disclosure of the draft of this incentive plan, no insider information holders related to this incentive plan were found to have conducted trading or leaked insider information related to this incentive plan by using insider information relating to this incentive plan.
This announcement is hereby issued.
Board of Directors of Shanghai Xuantai Pharmaceutical Technology Co., Ltd.
April 2, 2026
Stock code: 688247 Stock abbreviation: Xuantai Pharmaceuticals Announcement No.: 2026-019
Shanghai Xuantai Pharmaceutical Technology Co., Ltd.
Announcement on Resolutions of the 25th Meeting of the Second Session of the Board of Directors
The board of directors of the Company and all directors hereby guarantee that this announcement contains no false records, misleading statements, or material omissions, and shall be legally responsible for the authenticity, accuracy, and completeness of the contents of this announcement.
I. Details on the convening of the board meeting
The 25th meeting of the second session of the board of directors of Shanghai Xuantai Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the “Company”) was held on April 1, 2026, in a combined manner of on-site and communication. In view of the fact that the first extraordinary general meeting in 2026 held on April 1, 2026 approved relevant proposals including the “Proposal on the 《2025 Restricted Stock Incentive Plan (Draft Amendment)》 and Its Summary,” and to ensure continuity and coherence of the Company’s relevant work, and in accordance with the relevant provisions of the 《Articles of Association》 and with unanimous consent from all directors, this meeting waived the requirement for notice deadlines. The meeting should have 8 directors attending, and in fact 8 directors attended. The meeting was presided over by Mr. Ye Jun, Chairman of the Board. The procedures for convening and holding the meeting comply with laws and regulations including the 《Company Law of the People’s Republic of China》 and the provisions of the 《Articles of Association》.
II. Deliberations and resolutions of the board meeting
After careful deliberation by all directors present, the following resolutions were formed:
(1) Deliberated and approved the “Proposal on Granting Restricted Stock to the Incentive Recipients for the First Time”
Pursuant to the 《Administrative Measures for Equity Incentive of Listed Companies》, the Company’s 《2025 Restricted Stock Incentive Plan (Draft Amendment)》 and its summary, as well as the authorization granted by the Company’s first extraordinary general meeting in 2026, the board of directors believes that the initial grant conditions provided for in this incentive plan have been satisfied. It agrees to determine April 1, 2026 as the initial grant date, set the grant price at RMB 5.71 per share, and grant 4.8340 million shares of restricted stock to 64 incentive recipients.
Voting results: 8 in favor; 0 against; 0 abstentions.
This proposal has been deliberated and approved by the board’s remuneration and appraisal committee.
For the specific details, please refer to the “Announcement on Granting Restricted Stock for the First Time to Incentive Recipients Under the 2025 Restricted Stock Incentive Plan” (Announcement No.: 2026-018) disclosed by the Company on the same day on the website of the Shanghai Stock Exchange (www.sse.com.cn).
This announcement is hereby issued.
Board of Directors of Shanghai Xuantai Pharmaceutical Technology Co., Ltd.
April 2, 2026
Stock code: 688247 Stock abbreviation: Xuantai Pharmaceuticals Announcement No.: 2026-017
Shanghai Xuantai Pharmaceutical Technology Co., Ltd.
Announcement on Resolutions of the First Extraordinary General Meeting in 2026
The board of directors of the Company and all directors hereby guarantee that the announcement contains no false records, misleading statements, or material omissions, and shall be legally responsible for the authenticity, accuracy, and completeness of the contents of this announcement.
Key Highlights:
● Whether there were any rejected proposals in this meeting: None
I. Meeting convening and attendance details
(1) Time of the general meeting: April 1, 2026
(2) Place of the general meeting: Company meeting room, No. 99 Haike Road, Pudong New Area, Shanghai
(3) Details of the attendance of holders of ordinary shares, holders of special voting rights, holders of priority shares with restored voting rights, and the number of voting rights held:
Note: As of the share registration date, the Company’s total share capital was 453.34M shares. After deducting 4,336,109 shares held in the Company’s repurchase dedicated account, which do not enjoy voting rights at the general meeting, the total number of shares with voting rights for this general meeting was 449,003,891 shares.
(4) Whether the voting method complies with the requirements of the 《Company Law》 and the Company’s articles of association, and the situation of the general meeting chairman, etc.
This general meeting was convened by the Company’s board of directors and presided over by Mr. Ye Jun, the Chairman of the Board. The meeting adopted a voting method combining on-site voting and online voting. The convening and holding procedures of this general meeting, the qualifications of persons attending the meeting, the qualifications of the convenor, the voting procedures, and the voting results all comply with the 《Company Law of the People’s Republic of China》 and the 《Articles of Association of Shanghai Xuantai Pharmaceutical Technology Co., Ltd.》
(5) Attendance by the Company’s directors and the company secretary
1. There are 8 directors in office. 8 directors attended the meeting in person or via online means;
2. The company secretary of the board of directors attended this meeting in person, and other senior management personnel attended this meeting.
II. Deliberation of proposals
(1) Non-cumulative voting proposals
1. Proposal name: “Proposal on the Company’s 《2025 Restricted Stock Incentive Plan (Draft Amendment)》 and Its Summary”
Result of deliberation: Approved
Voting details:
2. Proposal name: “Proposal on the Company’s 《Administrative Measures for the Implementation of the 2025 Restricted Stock Incentive Plan (Draft Amendment)》”
Result of deliberation: Approved
Voting details:
3. Proposal name: “Proposal on the Company’s 《Administrative Measures for the Implementation and Assessment of the 2025 Restricted Stock Incentive Plan》”
Result of deliberation: Approved
Voting details:
4. Proposal name: “Proposal on Requesting the General Meeting to Authorize the Board of Directors to Handle Relevant Matters Concerning the 2025 Restricted Stock Incentive Plan”
Result of deliberation: Approved
Voting details:
(2) Proposals involving major matters that require disclosure of the voting situation of shareholders holding less than 5%
(3) Explanations on the relevant matters regarding the voting of the proposals
1. Proposals 1, 2, 3, and 4 of this general meeting are special resolutions, and were approved by more than two-thirds of the total valid voting rights shares held by the shareholders present and their proxies;
2. Proposals 1, 2, 3, and 4 of this general meeting each conducted separate counting for small and medium investors.
III. Legal counsel witnessing
1. Law firm witnessing this general meeting: Shanghai Jincheng Law Firm
Lawyers: Xue Xiaowen, Guan Ming
2. Legal counsel’s witnessing conclusion:
In terms of convening procedures, convenor qualifications, attendees’ qualifications, voting procedures, and other aspects, the Company’s general meeting complied with applicable laws, regulations, and the 《Articles of Association》. The resolutions made thereby are legal and valid.
This announcement is hereby issued.
Board of Directors of Shanghai Xuantai Pharmaceutical Technology Co., Ltd.
April 2, 2026
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