Jiangsu Hengrui Pharmaceuticals Co., Ltd. (“Hengrui Pharma”) has issued a circular convening its first extraordinary shareholders’ meeting for 24 September 2026 to vote on a suite of capital and incentive proposals aimed at strengthening long-term alignment between employees and shareholders.
Key resolutions:
1. 2026 A-Share Employee Stock Ownership Scheme (ESOP) • Size: up to 12.86 million repurchased A shares, equal to 0.19% of total share capital. • Participants: no more than 1,269 employees, including eight executive directors and senior managers who may subscribe for up to 61,200 units (4.76% of the plan). • Funding: employee self-financed; no company loans or guarantees. • Purchase price: RMB 26.21 per share, subject to adjustments for corporate actions, and set at ≥50% of the relevant average market prices. • Duration: 60 months. Lock-up releases 40% / 30% / 30% after 12, 24 and 36 months, subject to company-level and individual performance targets. • Performance triggers: targets cover innovative-drug revenue, IND approvals for NMEs and NDA submissions; failure to meet thresholds leads to partial or full forfeiture. • Governance: a Holders’ Meeting and a three-member Management Committee will oversee the plan. The Board seeks a mandate to handle amendments, extensions and other execution matters.
2. 2026 H-Share Scheme (RSU-based) • Scheme limit: up to 1 million H shares (0.40% of H shares in issue) within an overall 10% scheme mandate across all share incentive plans. • Term: three years from adoption. • Eligible participants: directors, employees and new hires of the Company and its subsidiaries. • Vesting: minimum 12-month period unless early vesting events (takeover, restructuring, liquidation) occur. Performance targets and claw-back clauses may apply. • Funding: new H-share issuance, transfer of treasury shares and/or on-market purchases via an independent trustee.
3. Share Repurchase Mandate • Authorises the Board to repurchase up to 10% of issued H shares (maximum 25.82 million shares) on the Hong Kong Stock Exchange before the next AGM or 12 months from approval, whichever first occurs. • Repurchases will be financed from internal resources; shares may be cancelled or retained as treasury stock.
The Board has approved all proposals and recommends shareholders vote in favour. Directors who are prospective ESOP participants will abstain from voting on the relevant A-share plan resolutions.
If endorsed, the initiatives will expand Hengrui Pharma’s employee ownership mechanisms, introduce a new H-share RSU programme, and give management flexibility to conduct market repurchases aimed at enhancing shareholder value.