By-Health Co.Ltd(300146) : Announcement on the achievement of exercise conditions in the second exercise period of the first grant of stock options under the second stock option incentive plan in 2019

Securities code: By-Health Co.Ltd(300146) securities abbreviation: By-Health Co.Ltd(300146) Announcement No.: 2022008 By-Health Co.Ltd(300146)

Announcement on the achievement of exercise conditions in the second exercise period of stock options first granted by the second stock option incentive plan in 2019

The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.

Important content tips:

1. There are 2 incentive objects who meet the exercise conditions this time. The number of stock options that can be exercised is 54000, accounting for 0.0032% of the current total share capital of the company, and the exercise price is 14.90 yuan / share.

2. This exercise will choose the independent exercise mode. This exercise can only be carried out after the formalities of relevant institutions are completed. It will be announced separately at that time. Please pay attention to it.

3. If all the exercisable options are exercised, the company’s shares still meet the listing conditions.

By-Health Co.Ltd(300146) (hereinafter referred to as “the company”) held the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors on March 4, 2022, deliberated and adopted the proposal on the achievement of exercise conditions for the second exercise period of stock options first granted by the second phase of stock option incentive plan in 2019. The relevant matters are explained as follows:

1、 Brief description of the company’s 2019 phase II stock option incentive plan and the completed approval procedures

1. On December 20, 2019, the company held the 31st meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, The proposal on the company’s second stock option incentive plan in 2019 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s second stock option incentive plan in 2019, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second stock option incentive plan in 2019 were reviewed and approved. The second stock option incentive plan of the company in 2019 (hereinafter referred to as “this incentive plan”) plans to grant 10 million stock options to incentive objects, including 9.27 million for the first time and 730000 reserved. The exercise price of stock options granted for the first time is 15.96 yuan. The independent directors of the company expressed independent opinions on this, and the board of supervisors of the company issued verification opinions on the list of objects granted for the first time in this incentive plan. 2. From December 23, 2019 to January 1, 2020, the company publicized the names and other information of the incentive objects granted for the first time within the company. On January 2, 2020, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects granted for the first time in the second stock option incentive plan of the company in 2019.

3. On January 7, 2020, the company held the first extraordinary general meeting of shareholders in 2020, The proposal on the company’s second stock option incentive plan in 2019 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s second stock option incentive plan in 2019, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second stock option incentive plan in 2019 were reviewed and approved.

4. On January 15, 2020, the company held the 32nd meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors, deliberated and approved the proposal on the first grant of stock options involved in the second phase of 2019 stock option incentive plan and the proposal on adjusting the list and number of incentive objects first granted in the second phase of 2019 stock option incentive plan, It was determined that the authorization date for the first grant of stock options in the company’s stock option incentive plan was January 15, 2020. At the same time, in view of the fact that two incentive objects no longer qualified as incentive objects due to resignation, the number of incentive objects granted for the first time was adjusted from 103 to 101, and the number of stock options granted for the first time was adjusted from 9.27 million to 9.09 million. The independent directors of the company expressed their independent opinions. The company completed the registration of the first grant of stock options under this incentive plan on February 28, 2020.

5. As of January 6, 2021, 730000 stock options reserved in the incentive plan have not been granted within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and these rights and interests are invalid.

6. On March 5, 2021, the company held the 8th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors, deliberated and adopted the proposal on canceling the stock options granted in the second stock option incentive plan in 2019, which was agreed by the independent directors of the company. The company cancelled a total of 3.861 million first granted stock options granted to some incentive objects but not yet exercised, which were completed on March 12, 2021.

7. On April 28, 2021, the company held the 10th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors, and deliberated and adopted the proposal on adjusting the exercise price of stock options granted for the first time in the second stock option incentive plan in 2019. The independent directors expressed their independent opinions on this matter.

8. On March 4, 2022, the sixth meeting of the nomination, remuneration and assessment committee of the Fifth Board of directors of the company considered and approved the proposal on the assessment results of incentive objects in the second exercise period of stock options first granted by the second stock option incentive plan in 2019.

9. On March 4, 2022, the company held the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors, and deliberated and adopted the “on the first grant of shares under the second phase of 2019 stock option incentive plan”

Proposal on the achievement of exercise conditions in the second exercise period of call options, two incentive objects who meet the exercise conditions this time,

The number of stock options exercisable is 54000 shares, and the exercise price is 14.90 yuan / share. Independent directors are not interested in this matter

The board of supervisors issued verification opinions on the list of incentive objects of feasible rights; consideration

Passed the proposal on canceling some stock options granted in the second phase of 2019 stock option incentive plan

A total of 2.691 million stock options are to be cancelled, and the independent directors have expressed their independent consent to this matter

See you. Guohao law firm (Guangzhou) issued a legal opinion.

2、 In 2019, the second phase of stock option incentive plan granted stock options for the first time and exercised in the second exercise period

Description of conditional achievements

(I) explanation of expiration of waiting period

According to the relevant provisions of the company’s 2019 second stock option incentive plan, this incentive plan is the first

The waiting periods of stock options granted this time are 12 months, 24 months and 36 months respectively from the date of grant, and the second

The waiting period expires on January 14, 2022.

(II) description of the achievement of exercise conditions in the second exercise period

Achievement of exercise conditions

(I) the company has not been under any of the following circumstances: 1 The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; 2. The internal control of the financial report of the most recent fiscal year was audited with a negative opinion or unable to express an opinion issued by the certified public accountant

The company has not reported the situation;

Form, meet the exercise conditions. 3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months after listing; 4. Equity incentive is prohibited by laws and regulations; 5. Other circumstances recognized by the CSRC. (II) the incentive object does not have any of the following situations: 1 Being identified as an inappropriate candidate by the stock exchange within the last 12 months; 2. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;

3. The incentive object has not occurred In the last 12 months, due to major violations of laws and regulations, they have been administratively punished by the CSRC and its dispatched offices or banned from entering the market

State the circumstances and meet the exercise measures;

condition

4. The company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; 5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; 6. Other circumstances recognized by the CSRC.

(III) company level performance assessment requirements: in 2021, the company’s business income is the first to grant stock options, and the corresponding performance assessment objectives of the second exercise period are: Based on the business income in 2018, The income in 2021 is 74312781 million, and the annual growth rate of operating revenue is no less than 60%. RMB, operating in 2018

Based on revenue, the growth rate of operating revenue in 2021 is 70.80%, meeting the exercise conditions.

According to the annual performance appraisal results of the incentive objects, the performance appraisal at the individual level of two (IV) incentive objects requires the performance appraisal of the incentive objects, and the appraisal at the individual level of the incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and performance appraisal, For the incentive objects, each result is “beyond the assessment period”. The performance evaluation results of the assessment year are divided into three grades: exceeding expectations, meeting expectations and failing to meet expectations. The details are as follows: Hope “, and the other incentive objects are” failing to meet expectations “

If the two incentive objects with “exceeding expectations” meet the performance assessment at the company level in each year, the actual exercise amount of the incentive object in the current year = the individual exercise proportion × If the individual meets the exercise conditions in the current year, the amount of exercise planned by the individual. The right proportion is 100%, and the other incentive objects do not meet the exercise conditions.

To sum up, the board of directors of the company recognizes

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