[Chart: Asymchem Logo]
2026 H-Share Restricted Stock Incentive Plan
On July 30, 2026, the Board of Directors of Asymchem Laboratories (Tianjin) Co., Ltd. (the "Company") resolved to propose the adoption of the 2026 H-Share Restricted Stock Incentive Plan (the "2026 H-Share Plan" or the "Plan").
Pursuant to Chapter 17 of the Listing Rules, the 2026 H-Share Plan constitutes a share scheme involving the issuance of new shares; therefore, its adoption is subject to shareholder approval. The Company will comply with the applicable provisions of Chapter 17 of the Listing Rules regarding the 2026 H-Share Plan in due course.
The Company will convene an Extraordinary General Meeting (EGM) to seek shareholder approval for, among other things, the proposed adoption of the 2026 H-Share Plan. A circular containing, among other things, the notice of the EGM, details of the proposed adoption, and the proposal to authorize the Board and/or its authorized persons to handle matters related to the Plan will be dispatched in due course.
I. 2026 H-Share Plan
The Board resolved at the meeting held on July 30, 2026, to propose the adoption of the 2026 H-Share Plan. The Plan remains subject to review and approval by shareholders at the EGM. The principal terms of the 2026 H-Share Plan are set out below.
Purpose of the 2026 H-Share Plan
The specific objectives of the 2026 H-Share Plan are:
(i) To promote the long-term sustainable development of the Company and achieve performance targets;
(ii) To improve the Company's incentive mechanism to attract, motivate, and retain qualified personnel who make significant contributions to the Company's continued operation, development, and long-term growth; and
(iii) To effectively align the interests of shareholders, the Company, and qualified participants, promote a shared focus on the Company's long-term development, and drive the continuous realization of the Company's strategic and operational goals.
Source of Incentive Shares
Under the 2026 H-Share Plan, the sources of incentive shares are (i) existing H-shares purchased by the trustee from the secondary market; (ii) H-shares allotted and issued by the Company to the trustee; or (iii) treasury shares (if any). If the trustee repurchases existing H-shares from the secondary market, the Company shall ensure the trustee has sufficient funds. The Board may issue instructions to the trustee regarding the terms and conditions of such repurchases, provided that such instructions comply with all applicable laws, regulations, and the Listing Rules. If the Company allots and issues any new H-shares, it must allot and issue sufficient new H-shares to the trustee for the management and operation of the Plan, which shall only take effect after the Listing Committee of the Stock Exchange approves the listing of and permission to deal in such new H-shares.
Qualified Participants and Basis for Determining Eligibility
Qualified participants of the 2026 H-Share Plan include directors, senior management, or employees of any member of the Group ("Employee Participants").
The eligibility criteria for qualified participants are determined by the Board and/or its authorized persons at their sole discretion from time to time, based on the rules of the 2026 H-Share Plan and the contributions of the participants to the Company's development and growth.
Plan Mandate Limit
Subject to the limit refreshment and independent shareholder approval as stipulated by the rules of the 2026 H-Share Plan: (i) the total number of H-shares that may be issued upon the exercise of all options and awards to be granted under all share schemes shall not exceed 2,755,326 H-shares, representing 10% of the total issued H-shares (excluding treasury shares) as of the date the limit was approved by shareholders on April 3, 2025, and approximately 9.90% of the total issued H-shares (excluding treasury shares) as of the Latest Practicable Date (the "10% Mandate Limit"); and (ii) the total number of H-shares underlying all incentive shares to be granted under the Plan shall not exceed 4,314,900 H-shares (including 1,630,326 new H-shares to be allotted and issued by the Company and 2,684,574 existing H-shares to be purchased by the trustee from the secondary market) (the "Plan Mandate Limit").