Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

JOINN LABORATORIES (CHINA) CO., LTD.

̏ԯ݇ࠃอᖹ޼Ӻʕːٰ΅Ϟࠢʮ̡

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6127)

(1) PROPOSED PARTIAL REPURCHASE AND CANCELLATION OF

THE 2018 RESTRICTED A SHARES; AND

(2) PROPOSED PARTIAL CANCELLATION OF THE 2018 STOCK

OPTIONS

Reference is made to the 2018 Stock Option and Restricted Share Incentive Scheme (Draft) (the "2018 Incentive Scheme (Draft)") of JOINN Laboratories (China) Co., Ltd. (the "Company") which became effective on February 27, 2018, as disclosed in the prospectus dated February 16, 2021 of the Company (the "Prospectus"). Unless the context requires otherwise, capitalised terms used herein shall have same meanings as those defined in the Prospectus.

The first extraordinary general meeting of shareholders of the Company, on February 27, 2018, resolved and approved the "Proposal on the 2018 Incentive Scheme (Draft) and Its Summary", "Proposal on Measures for the Evaluation and Management of the Implementation of the 2018 Incentive Scheme", "Proposal on requesting a mandate granted to the board of directors by the Annual General Meeting (the "AGM") to deal with matters pertaining to the 2018 Incentive Scheme". The implementation of the 2018 Incentive Scheme was approved and a mandate was granted to the Board by the AGM to determine the grant date, grant stock options and restricted A shares to the incentive objects when the conditions are met, and deal with all matters necessary for the grant.

The board of directors (the "Board") of the Company hereby announces that, on March 29, 2021, at the 26th meeting of the third session of the Board, the Board resolved and approved, among others: (i) proposed adjustment of the number of restricted A shares and repurchase prices granted by the Incentive Scheme; (ii) proposed partial cancellation of the 2018 stock option; (iii) proposed partial repurchase and cancellation of the 2018 restricted A Shares.

The relevant matters are described as follows:

PROPOSED PARTIAL REPURCHASE AND CANCELLATION OF THE 2018 RESTRICTED A SHARES

  • I. Reasons for, Number of and Price of the Repurchase and Cancellation

    Pursuant to 2018 Incentive Scheme (Draft) and Measures for the Evaluation and Management of the Implementation of Equity Incentive Plan of the Company, as four incentive participants have resigned due to personal reasons and four incentive participants have not satisfied performance appraisal targets at individual level, the Board decided to cancel the qualifications of resigned incentive participants and repurchase and cancel 25,518 share in total, consisting of 10,713 shares which have been granted to resigned incentive participants but not yet unlocked, 8,505 shares for the unsatisfaction of performance appraisal target at individual level, and some other shares which have been repurchased but not yet cancelled.

    The Company will repurchase and cancel 25,518 restricted A shares with a repurchase price of RMB9.81 per share.

  • II. Total Amount and Source of Fund for the Repurchase

    Total fund required for the repurchase of the restricted A shares amounts to RMB250,300 and is funded internally. Upon completion of the repurchase and cancellation of the restricted A shares, the number of restricted A share incentive participants will be adjusted to 67.

  • III. Change of Shareholding Structure of the Company after the Repurchase and Cancellation

Number

Nature of SharesImmediately prior to the restricted A shares repurchase Number of Proportion shares

of restricted

A shares repurchasedUpon completion of the restricted A shares repurchase Number of Proportion shares

A Shares:

227,454,729

83.99%

-25,518 227,429,211 83.99%

  • (i) Shares subject to selling restrictions

  • (ii) Shares not subject to selling restrictions H Shares

554,596 226,900,133 43,365,600

0.21% 83.78% 16.01%

-25,518

529,078 0.20% 226,900,133 83.79% 43,365,600 16.01%

Total

270,820,329

100.00%

-25,518

270,794,811 100.00%

PROPOSED PARTIAL CANCELLATION OF THE 2018 STOCK OPTIONS

Pursuant to the implementation of the 2018 Incentive Scheme of the Company, as six incentive participants have resigned due to personal reasons, and no longer meet the requirements for incentive participants, and eight incentive participants have not satisfied performance appraisal targets at individual level, the Board decided to cancel the qualifications of resigned incentive participants, and cancel 40,060 options in total, consisting of 23,324 options which have been granted to resigned incentive participants but not yet exercised, and 16,736 options for the unsatisfaction of performance appraisal target at individual level.

EFFECT OF THE REPURCHASE AND CANCELLATION OF OPTIONS AND RESTRICTED A SHARES ON THE COMPANY

The repurchase and cancellation of options and restricted A shares will not have any material impact on the financial position and operating results of the Company and will not affect the diligence of the management of the Company. The management of the Company will continue to work diligently and strive to create value for Shareholders.

By order of the Board

JOINN Laboratories (China) Co., Ltd.

Feng Yuxia

Chairperson

Hong Kong, Monday, March 29, 2021

As at the date of this announcement, the Board comprises Ms. FENG Yuxia as the Chairperson and executive Director, Mr. ZUO Conglin, Mr. GAO Dapeng, Ms. SUN Yunxia, Dr. YAO Dalin as executive Directors, Mr. GU Xiaolei as a non-executive Director, and Mr. SUN Mingcheng, Dr. ZHAI Yonggong, Mr. OU Xiaojie and Mr. ZHANG Fan as independent non-executive Directors.

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Joinn Laboratories China Co. Ltd. published this content on 29 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2021 14:59:07 UTC.