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Summary of the 2026 Employee Stock Ownership Plan (Draft) of Andon Health Co., Ltd.

Andon Health Co., Ltd.··34 pages

✨ AI Summary

Andon Health has released its 2026 Employee Stock Ownership Plan (Draft) to incentivize middle management and core staff in its chronic disease management segment. The plan involves up to 300.69 million shares at a purchase price of 33.41 yuan per share, utilizing repurchased treasury shares. The plan has an eight-year duration with a 12-month lock-up period, aiming to align employee interests with long-term company growth and talent retention.

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Full Translation

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Risk Warning

  1. The 2026 Employee Stock Ownership Plan (hereinafter referred to as the "Plan") of Andon Health Co., Ltd. (hereinafter referred to as "Andon Health" or the "Company") can only be implemented after approval by the Company's general meeting of shareholders. There is uncertainty regarding whether this Plan will receive such approval.

  2. The specific implementation plan for this Plan is preliminary, and there is uncertainty regarding its successful completion.

  3. Employees participate based on the principles of legal compliance, voluntary participation, and risk assumption; there is a risk that the Plan may not be established.

  4. If employee subscription funds are low, there is a risk that the Plan may not be established; if subscription funds are insufficient, there is a risk that the Plan will be smaller than the projected scale.

  5. The Company's stock price is influenced by various complex factors, including operating performance, macroeconomic cycles, domestic and international political and economic conditions, and investor sentiment. Therefore, stock trading is an investment activity with inherent risks, and investors should be fully prepared for this.

  6. The amortization of costs or expenses arising from the implementation of this Plan may affect the Company's net profit; investors are advised to take note.

  7. The company-level performance assessment targets set by this Plan do not constitute a commitment to future performance. The achievement of these targets is subject to uncertainty due to macroeconomic environments, capital markets, and domestic and international political and economic conditions.

  8. During the vesting period, the vesting of equity under this Plan is determined based on the achievement of company performance targets and individual performance assessments. There is a possibility that the Plan may not vest to holders if these targets are not met.

The Company will disclose relevant progress in accordance with regulations and advises investors to make cautious decisions and be aware of investment risks.

Special Notice

  1. The "2026 Employee Stock Ownership Plan (Draft) of Andon Health Co., Ltd." and its summary are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guiding Opinions on Implementing Employee Stock Ownership Plans for Listed Companies, the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1—Standardized Operation of Main Board Listed Companies, and other relevant laws, regulations, and the Articles of Association of Andon Health Co., Ltd.

  2. This Plan follows the principles of legal compliance, voluntary participation, and risk assumption, with no forced participation or mandatory allocation.

  3. The participants of this Plan are middle management and core staff related to the chronic disease management business within the Company and its holding subsidiaries, excluding directors and senior management. The total number of employees participating in the initial establishment (excluding those reserved for future grants) shall not exceed 700. The final number and list of participants will be determined based on actual employee payments.

  4. This Plan uses "shares" as the subscription unit, with an initial subscription price of RMB 1.00 per share and an upper limit of 300.69 million shares at the time of establishment.

  5. The stock source for this Plan is shares repurchased in the Company's dedicated repurchase account. The Plan intends to hold no more than 9 million target shares, representing no more than 1.93% of the Company's total share capital as of the announcement date.

To meet the needs of sustainable development and to attract and retain talent, the Plan reserves no more than 90.207 million shares, accounting for no more than 30% of the total shares, corresponding to no more than 2.7 million target shares. Reserved shares are held in the Plan account and managed by the Management Committee until allocated. The Board of Directors authorizes the Management Committee to handle matters related to reserved shares (including but not limited to signing loan agreements with banks or other external institutions/individuals).

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