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Zhongankang Co., Ltd. Announcement on the Results of the 2023 Stock Options and Restricted Stock Incentive Plan for the First Quarter of 2026 Regarding Independent Exercise and Share Changes
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Stock code: 600654 Stock abbreviation: ZhongAnKe Announcement No.: 2026-007
ZhongAnKe Co., Ltd.
Announcement on the Results of Voluntary Exercise of the Company’s 2023 Stock Options and Restricted Stock Incentive Plan for the First Quarter of 2026 and Changes in Shares
The board of directors of the Company and all directors hereby warrant that this announcement contains no false records, misleading statements, or material omissions, and assume legal responsibility for the truthfulness, accuracy, and completeness of the contents of this announcement.
Key highlights:
● Number of shares exercised in this round: In the first quarter of 2026, the total number of options granted under ZhongAnKe Co., Ltd. (hereinafter referred to as the “Company”) for the second exercise period of the “2023 Stock Options and Restricted Stock Incentive Plan” (hereinafter referred to as the “Incentive Plan” or “Incentive Plan”) that were exercised and completed share registration is 37,056 shares, accounting for 1.93% of the total number of exercisable stock options in the second exercise period.
● As of the end of the first quarter of 2026, the cumulative number of exercised shares under the Company’s “Incentive Plan” that were exercised and completed share transfer registration for the second exercise period is 1,920,077 shares, accounting for 100% of the total number of exercisable stock options in the second exercise period.
● Listing and trading commencement time for the shares exercised in this round: Using the voluntary exercise model, the shares obtained by the incentive participants under exercise are listed and traded on the second trading day (T+2) after the exercise date (T).
I. Decision-making procedures that this Incentive Plan has already fulfilled and related information disclosure
1、On March 17, 2023, the Company convened the 6th meeting of the 11th session of the board of directors, which deliberated and approved the proposals on “the ‘ZhongAnKe Co., Ltd. 2023 Stock Options and Restricted Stock Incentive Plan (Draft)’ and its summary” and “the ‘ZhongAnKe Co., Ltd. 2023 Stock Options and Restricted Stock Incentive Plan Implementation and Assessment Measures’” and the proposal on “requesting the general meeting to authorize the board of directors to handle matters related to the Company’s equity incentive plan.” The Company’s independent directors issued explicit independent opinions in favor of the above proposals, and the lawyers issued the corresponding legal opinion letters.
On the same day, the Company convened the 5th meeting of the 5th session of the board of supervisors, which deliberated and approved the proposals on “the ‘ZhongAnKe Co., Ltd. 2023 Stock Options and Restricted Stock Incentive Plan (Draft)’ and its summary” and “the ‘ZhongAnKe Co., Ltd. 2023 Stock Options and Restricted Stock Incentive Plan Implementation and Assessment Measures.’”
2、On March 18, 2023, the Company publicized the names and positions of the incentive participants. The publicity period ran from March 18, 2023 to March 27, 2023, for a total of 10 days. During the publicity period, the board of supervisors did not receive any objections. On March 28, 2023, the Company announced the “Explanation of the Supervisory Board of ZhongAnKe Co., Ltd. on Review Opinions on the List of Initial Grant Recipients for the 2023 Stock Options and Restricted Stock Incentive Plan and the Publicity Situation” (Announcement No.: 2023-025).
3、On April 3, 2023, the Company convened the First Extraordinary General Meeting of 2023, which deliberated and approved the proposals on “the ‘ZhongAnKe Co., Ltd. 2023 Stock Options and Restricted Stock Incentive Plan (Draft)’ and its summary,” “the ‘ZhongAnKe Co., Ltd. 2023 Stock Options and Restricted Stock Incentive Plan Implementation and Assessment Measures,’” and “requesting the general meeting to authorize the board of directors to handle matters related to the Company’s equity incentive plan.” Meanwhile, the Company conducted a self-check on the trading of the Company’s shares by insiders of inside information within the 6 months prior to the announcement of the draft of this Incentive Plan. No circumstances of trading using inside information were found, and on April 4, 2023, it disclosed the “Self-check Report of ZhongAnKe Co., Ltd. on the Trading of the Company’s Shares by Insiders with Inside Information under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2023-029).
4、On April 14, 2023, the Company convened the 7th meeting of the 11th session of the board of directors and the 7th meeting of the 11th session of the board of supervisors respectively, which deliberated and approved the proposal on “Granting Stock Options and Restricted Stock to the Initial Grant Recipients of the 2023 Stock Options and Restricted Stock Incentive Plan.” It agreed to set April 17, 2023 as the grant date of this Incentive Plan and grant stock options and restricted stock to 148 eligible participants. Specifically, 10.15 million stock options were planned to be granted with an exercise price of RMB 2.00 per share; 55.35 million restricted shares were planned to be granted initially with a grant price of RMB 1.25 per share. The Company’s independent directors issued explicit independent opinions in favor of this.
5、On June 1, 2023, the Company completed the registration work for the grant of stock options under the Incentive Plan. The number of stock options granted for registration was 10.05 million, with 42 registrants. For details, please refer to the “Announcement on Completion of Registration of the Stock Options Granted under the 2023 Stock Options and Restricted Stock Incentive Plan” disclosed by the Company on June 3, 2023 (Announcement No.: 2023-056).
6、On June 19, 2023, the Company completed the registration work for the initial grant of restricted stock under the Incentive Plan. The number of restricted shares registered for initial grant was 53.32 million, with 121 registrants. For details, please refer to the “Announcement on Completion of Registration of Restricted Stock Granted Initially under the 2023 Stock Options and Restricted Stock Incentive Plan” disclosed by the Company on June 21, 2023 (Announcement No.: 2023-061).
7、On December 1, 2023, the Company convened the 13th meeting of the 11th session of the board of directors and the 12th meeting of the 11th session of the board of supervisors, deliberated and approved the proposal on “Repurchasing and Canceling Some Restricted Shares.” It proposed to repurchase 1,130,000 restricted shares of the initial incentive recipients of two individuals who had left the company. The Company’s independent directors issued independent opinions in favor of this matter, and the board of supervisors issued opinions on the matter. For details, please refer to the Company’s “Announcement on Repurchasing and Canceling Some Restricted Shares” published on December 2, 2023 in the designated information disclosure media (Announcement No.: 2023-093). After review and confirmation by Shanghai Branch of China Securities Depository and Clearing Co., Ltd., the repurchase and cancellation of the above restricted shares has been completed.
8、On March 29, 2024, the Company convened the 15th meeting of the 11th session of the board of directors and the 13th meeting of the 11th session of the board of supervisors, deliberated and approved the proposal on “Repurchasing and Canceling Some Restricted Shares,” and the board of supervisors issued opinions on the matter. For details, please refer to the relevant announcement published by the Company on March 30, 2024 in the designated information disclosure media (Announcement No.: 2024-016).
9、On April 2, 2024, the Company convened the 16th meeting of the 11th session of the board of directors and the 14th meeting of the 11th session of the board of supervisors, deliberated and approved the proposal on “Granting the Reserved Portion of Restricted Stock to Incentive Participants under the 2023 Stock Options and Restricted Stock Incentive Plan.” It determined to grant the reserved portion of 12.00 million shares of restricted stock to 157 incentive participants, with the grant date being April 2, 2024 and the grant price being RMB 1.25 per share.
10、On June 18, 2024, the Company convened the 18th meeting of the 11th session of the board of directors and the 16th meeting of the 11th session of the board of supervisors, deliberated and approved the proposal on “Deliberation on Whether the First Exercise Conditions for Stock Options Granted under the 2023 Stock Options and Restricted Stock Incentive Plan and the First Unlocking Conditions for Restricted Stock Granted Initially have been Met” and the proposal on “Canceling Some Stock Options and Repurchasing and Canceling Some Restricted Stock.” It determined that the first exercise conditions for the stock options and the first unlocking conditions for the restricted stock granted initially have been met. For details, please refer to the relevant announcement disclosed on June 19, 2024 on the Shanghai Stock Exchange website. The Company submitted an application to Shanghai Branch of China Securities Depository and Clearing Co., Ltd. for canceling the above stock options. After review and confirmation by Shanghai Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of the above stock options has been completed.
11、On July 26, 2024, the Company completed the registration work for the grant of restricted stock for the reserved portion under the Incentive Plan. The number of reserved-grant restricted shares registered was 65.5M shares, with 148 registrants. For details, please refer to the Company’s “Announcement on Completion of Registration of Restricted Stock Granted under the Reserved Portion under the 2023 Stock Options and Restricted Stock Incentive Plan” published in the designated information disclosure media on July 30, 2024 (Announcement No.: 2024-065).
12、On August 30, 2024, the Company convened the 23rd meeting of the 11th session of the board of directors and the 17th meeting of the 11th session of the board of supervisors, deliberated and approved the proposal on “Repurchasing and Canceling Some Restricted Shares.” Six incentive participants among those who received restricted stock in the initial grant and reserved grant have left the company due to personal reasons. Pursuant to the provisions of the Incentive Plan, these six incentive participants no longer meet the requirements for incentive participation. The Company decided to repurchase and cancel a total of 933,750 restricted shares that had been granted but not yet unlocked to the foregoing incentive participants, with a repurchase price equal to the grant price, i.e., RMB 1.25 per share. For details, please refer to the Company’s “Announcement on Repurchasing and Canceling Some Restricted Shares” published in the designated information disclosure media on August 31, 2024 (Announcement No.: 2024-073). The Company submitted an application to Shanghai Branch of China Securities Depository and Clearing Co., Ltd. for canceling the above stock options. After review and confirmation by Shanghai Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of the above stock options has been completed, with the cancellation date being October 23, 2025.
13、On October 15, 2024, the Company published in the designated information disclosure media the “Announcement on the Unlocking and Listing and Trading of the First Unlocking Period for the Restricted Shares Granted under the Initial Grant Portion under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2024-086). The Company completed the deblocking procedures for the first unlocking period of the portion of restricted shares granted initially under the Incentive Plan. The number of incentive participants for whom unlocking was actually completed was 116; the total number of restricted shares actually listed for trading was 15,258,614 shares; and the listing and trading date was October 18, 2024.
14、On December 10, 2024, the Company published in the designated information disclosure media the “Announcement on Implementation of Voluntary Exercise for the First Exercise Period of Stock Options under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2024-105). The number of incentive participants eligible to apply for exercising the first exercise period of stock options under the Company’s Incentive Plan was 38; the number of options eligible to be exercised was 2,498,685 units; the exercise price was RMB 2.00 per unit; and the exercise start date was December 16, 2024.
15、On January 3, 2025, the Company published in the designated information disclosure media the “Announcement on the Results of Voluntary Exercise for the Fourth Quarter of 2024 and Changes in Shares under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2025-001). In the fourth quarter of 2024, the number of exercised shares under the Company’s Incentive Plan for the first exercise period of stock options granted initially that were exercised and completed share transfer registration was 2,479,460 shares, accounting for 99.23% of the total number of options exercisable in the first exercise period.
16、On April 2, 2025, the Company published in the designated information disclosure media the “Announcement on the Results of Voluntary Exercise for the First Quarter of 2025 and Changes in Shares under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2025-005). In the first quarter of 2025, the number of exercised shares under the Company’s Incentive Plan for the first exercise period of stock options granted initially that were exercised and completed share transfer registration was 9,000 shares, accounting for 0.36% of the total number of options exercisable in the first exercise period.
17、On May 19, 2025, the Company convened the 2nd meeting of the 12th session of the board of directors and the 2nd meeting of the 12th session of the board of supervisors, deliberated and approved the proposal on “Deliberation on Whether the Exercise Conditions for the Second Exercise Period of Stock Options under the 2023 Stock Options and Restricted Stock Incentive Plan Have Been Met and Whether the First Unlocking Conditions for Restricted Stock Granted Initially in the Second Period and for the Reserved Grant in the First Period Have Been Met” and the proposal on “Canceling Some Stock Options and Repurchasing and Canceling Some Restricted Stock.” It determined that the exercise conditions for the second exercise period for stock options and the first unlocking conditions for restricted stock granted in the second period initially and for reserved stock granted in the first period have been met. For details, please refer to the Company’s disclosures on May 21, 2025: “Announcement on Whether the Exercise Conditions for the Second Exercise Period of Stock Options and the First Unlocking Conditions for Restricted Stock Granted Initially in the Second Period and for the Reserved Grant in the First Period under the 2023 Stock Options and Restricted Stock Incentive Plan Have Been Met” (Announcement No.: 2025-031), “Announcement on Repurchasing and Canceling Some Restricted Stock” (Announcement No.: 2025-033), and “Announcement on Canceling Some Stock Options” (Announcement No.: 2025-032).
18、On June 17, 2025, the Company published in the designated information disclosure media the “Announcement on the Unlocking and Listing and Trading of the Second Unlocking Period for Restricted Shares Granted Initially under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2025-040). The Company completed the deblocking procedures for the second unlocking period of the portion of restricted shares granted initially under the Incentive Plan. The number of incentive participants for whom unlocking was actually completed was 106; the total number of restricted shares actually listed for trading was 11,183,850 shares; and the listing and trading date was June 20, 2025.
19、On July 2, 2025, the Company published in the designated information disclosure media the “Announcement on the Results of Voluntary Exercise for the Second Quarter of 2025 and Changes in Shares under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2025-050). In the second quarter of 2025, the number of exercised shares under the Company’s Incentive Plan for the first exercise period of stock options granted initially that were exercised and completed share transfer registration was 100 shares, accounting for 0.0040% of the total number of options exercisable in the first exercise period.
20、On July 9, 2025, the Company published in the designated information disclosure media the “Announcement on the Unlocking and Listing and Trading of the First Unlocking Period for Restricted Shares Granted under the Reserved Portion under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2025-055). The Company completed the deblocking procedures for the first unlocking period of the portion of restricted shares granted under the reserved portion under the Incentive Plan. The number of incentive participants for whom unlocking was actually completed was 138; the total number of restricted shares actually listed for trading was 4,558,560 shares; and the listing and trading date was July 14, 2025.
21、On August 12, 2025, the Company published in the designated information disclosure media the “Announcement on Implementation of Voluntary Exercise for the Second Exercise Period under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2025-061). The number of incentive participants eligible to apply for exercising the second exercise period of stock options under the Company’s Incentive Plan was 35; the number of options eligible to be exercised was 1,920,077 units; the exercise price was RMB 2.00 per unit; and the exercise start date was August 15, 2025.
22、On October 10, 2025, the Company published in the designated information disclosure media the “Announcement on the Results of Voluntary Exercise for the Third Quarter of 2025 and Changes in Shares under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2025-071). In the third quarter of 2025, the total number of options granted under the Company’s Incentive Plan for the second exercise period that were exercised and completed share registration was 712,541 units, accounting for 37.11% of the total number of options exercisable in the second exercise period.
23、On January 6, 2026, the Company published in the designated information disclosure media the “Announcement on the Results of Voluntary Exercise for the Fourth Quarter of 2025 and Changes in Shares under the 2023 Stock Options and Restricted Stock Incentive Plan” (Announcement No.: 2026-004). In the fourth quarter of 2025, the total number of options granted under the Company’s Incentive Plan for the second exercise period that were exercised and completed share registration was 1,170,480 units, accounting for 60.96% of the total number of options exercisable in the second exercise period.
II. Basic information on the stock option exercise under this Incentive Plan
1、Number of shares exercised by the incentive participants
■
2、Source of the shares exercised in this round
The Company issues A-share ordinary shares of RMB-denominated shares to incentive participants through targeted additional issuance.
3、Number of incentive participants exercising
In the first quarter of 2026, under the Company’s Incentive Plan, a total of 3 incentive participants participated in the exercise during the second exercise period of stock options.
III. Share listing and trading arrangements for the shares exercised under this equity incentive plan and details of changes in share capital structure
1、Listing and trading date for the exercised shares
The stock options under the Company’s Incentive Plan are exercised using the voluntary exercise model. The shares obtained by the incentive participants on exercise date (T) are listed and traded on the second trading day (T+2) after the exercise date.
2、Number of shares listed for trading after exercise
In the first quarter of 2026, through voluntary exercise, the total number of transferred shares registered with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. was 37,056 shares. As of the end of the first quarter of 2026, the cumulative number of exercised shares under the Company’s Incentive Plan for the second exercise period that were exercised and completed share transfer registration was 1,920,077 shares.
3、All newly added shares from this exercise are shares with no trading restrictions.
For incentive participants who are directors or senior management personnel of the Company, any transfer of the Company’s shares they hold shall comply with relevant laws, regulations, normative documents, and the provisions of the Company’s Articles of Association, including but not limited to the Company Law, the Securities Law, the Measures for Administration of Equity Incentives of Listed Companies.
4、Changes in the share capital structure in the first quarter of 2026 caused by the exercise under this equity incentive plan (Unit: shares)
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IV. Share registration details and plan for the use of proceeds from fundraising
In the first quarter of 2026, under the Company’s Incentive Plan, the number of shares registered and transferred upon exercise by stock option incentive participants with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. was 37,056 shares; the Company’s fundraising proceeds were RMB 74,112. The proceeds from this fundraising will be used to supplement the Company’s working capital.
V. Impact of the newly added shares after this exercise on the most recent financial report
This exercise does not constitute a material impact on the Company’s financial position or operating results.
Hereby announced.
ZhongAnKe Co., Ltd.
Board of Directors
April 2, 2026
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