Chapter I General Provisions
Article 1: These Management Measures are formulated to regulate the implementation of the 2026 Employee Stock Ownership Plan (hereinafter referred to as the "Employee Stock Ownership Plan" or "Plan") of Andon Health Co., Ltd. (hereinafter referred to as "Andon Health" or the "Company"), 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 Pilot Implementation of Employee Stock Ownership Plans by 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, administrative regulations, rules, normative documents, the Articles of Association of Andon Health Co., Ltd., and the 2026 Employee Stock Ownership Plan (Draft) of Andon Health Co., Ltd.
Chapter II Formulation of the Employee Stock Ownership Plan
Article 2: Basic Principles Followed by the Employee Stock Ownership Plan
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Principle of Legality and Compliance: The Company implements this Plan by strictly fulfilling procedures in accordance with laws and administrative regulations, and by disclosing information truthfully, accurately, completely, and in a timely manner. No person may use the Plan to engage in insider trading, market manipulation, or other illegal or irregular activities.
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Principle of Voluntary Participation: The Plan follows the principle of independent decision-making by the Company and voluntary participation by employees. The Company shall not force employees to participate in the Plan through apportionment or forced allocation.
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Principle of Risk Bearing: Participants in this Plan shall bear their own profits and losses, assume their own risks, and enjoy rights equal to those of other investors.
Article 3: Implementation Procedures of the Employee Stock Ownership Plan
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The Company shall fully solicit the opinions of employees through organizations such as the Employee Representative Congress before drafting the Plan.
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The Board of Directors shall deliberate and approve the Plan draft and its summary. The Board's Remuneration and Appraisal Committee shall express an independent opinion on whether the Plan is conducive to the Company's sustainable development, whether it harms the interests of the Company and all shareholders, and whether there is any forced participation through apportionment or forced allocation.
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The Board's Remuneration and Appraisal Committee is responsible for verifying the list of holders and expressing opinions on whether the Plan is conducive to the Company's sustainable development, whether it harms the interests of the Company and all shareholders, and whether there is any forced participation through apportionment or forced allocation.
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Within 2 trading days after the Board of Directors deliberates and approves the Plan draft, the Company shall announce the Board resolution, the Plan draft, and the verification opinions of the Remuneration and Appraisal Committee.
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The Company shall engage a law firm to issue a legal opinion on the Plan.
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The Company shall issue a notice to convene a General Meeting of Shareholders and announce the legal opinion before the meeting.
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The General Meeting of Shareholders shall be convened to deliberate the Plan, using a combination of on-site and online voting.
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The Plan may only be implemented after being approved by the General Meeting of Shareholders.
Article 4: Holders of the Employee Stock Ownership Plan
The participants of this Plan are determined in accordance with the Company Law, Securities Law, Guiding Opinions, and the Standardized Operation of Main Board Listed Companies. Employees participate based on the principles of legality, voluntary participation, and risk bearing. There is no forced participation. Participants must be employed by the Company or its holding subsidiaries, receive remuneration, and have signed employment contracts.
The scope of holders is limited to middle management and core personnel related to the chronic disease management business of the Company and its holding subsidiaries, excluding directors and senior management. The total number of employees initially participating (excluding reserved grants) shall not exceed 700. The final number and list of participants will be determined based on actual payment.