JOINN Laboratories (China) Co., Ltd. announced a 2026 Restricted A Share Incentive Scheme that will allocate 3.17 million treasury A-shares—equivalent to 0.42% of the current 749.35 million issued shares—to 283 key technical and business personnel.
The shares will be granted at RMB 19.17 each, with a total theoretical cost of approximately RMB 61.67 million to be expensed over 2026-2029. The awards carry a maximum validity of 48 months and are subject to a three-tranche lock-up: 40% may be unlocked after 12 months, a further 40% after 24 months and the remaining 20% after 36 months, provided performance hurdles are met.
Company-level unlocking conditions hinge on revenue growth versus the 2025 base year: • 2026 revenue must rise by at least 15%. • 2027 revenue must rise by at least 32% year-on-year or achieve a cumulative 147% two-year increase. • 2028 revenue must rise by at least 52% year-on-year or reach a cumulative 299% three-year increase.
Individual participants must also achieve a minimum performance rating of “A” to unlock shares; lower ratings result in full forfeiture of that tranche.
The scheme relies exclusively on repurchased shares, keeping total incentive shares across all active plans below 10% of issued capital and each participant’s allocation below 1%. Participants exclude independent directors, shareholders holding 5% or more, and the company’s de facto controllers and their immediate families.
Under Hong Kong Listing Rules, grants to subsidiary directors and supervisors constitute connected transactions but are fully or partially exempt from additional shareholder approval. The proposal requires endorsement at the forthcoming shareholders’ meeting; a circular will follow.
If the company fails to meet grant or unlocking conditions—such as adverse audit opinions or unmet dividend commitments—all unvested shares will be repurchased at the grant price and cancelled.
JOINN’s board affirms that no loans or guarantees will be provided to participants for share purchases, and the scheme’s implementation will not affect the company’s listing status.