Jiangsu Hengrui Pharmaceuticals Co., Ltd. (Hengrui Pharma) has approved a new 2026 A-share Employee Stock Ownership Scheme (ESOS), pending shareholder approval at an upcoming extraordinary general meeting.

Key parameters • Scheme scale: up to 12.86 million A-shares, equal to 0.19% of Hengrui Pharma’s current share capital. • Funding: exclusively from participants’ own funds; the company will not provide loans, guarantees or other financial assistance. • Share source: A-shares previously repurchased by the company and held in its designated buy-back account. • Purchase price: RMB 26.21 per share. This level meets regulatory pricing rules—no lower than par value and at least 50% of both the one-day and 60-day average trading prices prior to the scheme’s board announcement. At the indicated size, the transaction value could reach about RMB 0.34 billion. • Participants: fewer than 1,269 employees, including up to eight executive directors and senior managers who may jointly subscribe for a maximum of 61.2 ten-thousand units (4.76% of total units). Core managers and key staff will hold the remaining 95.24%. • Holding period: five years from shareholder approval, with three unlock tranches—40% after 12 months, 30% after 24 months, and 30% after 36 months, subject to performance conditions. • Concentration limits: combined holdings of all employee stock ownership schemes capped at 10% of total share capital; any single participant’s holdings capped at 1%.

Regulatory considerations • As the ESOS uses existing shares with no new issuance, it falls under Hong Kong Listing Rule 17.12. • Participation by certain directors and the chief executive constitutes a connected transaction; however, with individual percentage ratios below 0.1%, these transactions are fully exempt from shareholder approval, annual review and disclosure under Chapter 14A. • Further reallocations to connected persons, if any, will trigger separate compliance procedures.

Governance and administration • The plan will operate under a self-management model. A Holders’ Meeting (all participants) will elect a Management Committee responsible for day-to-day oversight and exercising shareholder rights attached to the scheme shares. • Any alteration during the 60-month duration requires approval from at least two-thirds of attending holders and the board. The plan terminates automatically when all shares are disposed of or at the end of the term, unless extended by the requisite approvals.

Next steps Hengrui Pharma will seek shareholder approval for the ESOS at an extraordinary general meeting. A detailed circular will be published on the websites of the Hong Kong Stock Exchange and the company in due course.