The Board announces that on April 1, 2023, the Company granted 1,088,270 Award Shares
involving 1,088,270 new Shares, representing approximately 0.03% of the total issued Shares as at
the date of this announcement, to the Grantees under the Post-IPO Share Award Scheme.
The details of the Grant are as follows:
Date of grant: April 1, 2023
Consideration for the grant of
Award Shares:
Nil
Number of Award Shares granted: 1,088,270
Market price of the Shares on
the date of the Grant:
HK$58.40 per Share (Note)
Vesting period: (i) 183,770 Award Shares will be vested over three
months to 3.25 years from the date of Grant; and
(ii) 904,500 Award Shares will be vested over one to four
years from the date of Grant.
The vesting period for the grant of 27,565 Award Shares
is shorter than 12 months because they are “make-whole”
share awards to new employees of the Group to replace
the share awards they forfeited when leaving the previous
employers.
Note: as the date of Grant is a non-trading day, this amount is the closing price on March 31, 2023, being the trading day
immediately preceding the date of Grant.
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Each of the Award Shares represents a contingent right to receive one Share on the date the Award
Share vests.
The above Grant would not result in the options and awards granted and to be granted to each
individual grantee in the 12-month period up to and including the date of such grant in aggregate to
exceed 1% of the Shares in issue.
None of the Grant will be subject to approval by the Shareholders, and none of the Grantees
is a Director, chief executive or substantial shareholder (as defined in the Listing Rules) of the
Company or an associate (as defined in the Listing Rules) of any of them.
There is no performance target attached to the Grant.
Clawback mechanism
Where the following events as specified in the rules of the Post-IPO Share Award Scheme arises,
any outstanding Award Shares and related income not yet vested shall be immediately forfeited,
any vested Award Shares shall be canceled, any earnings from selling of the Award Shares shall
be owned by the Company and the Company have the right to request the Grantee to refund the
Company, unless the Board or its delegate(s) determines otherwise at their absolute discretion:
(a) the Grantee, being an employee whose employment is terminated by the Group or an affiliate
by reason of the employer terminating the contract of employment without notice or payment in
lieu of notice,
(b) the Grantee having been convicted of any criminal offense involving his or her integrity or
honesty, or
(c) the Grantee conducts, among others, activities that cause damage to the Group, or causes
damages to the Group’s interest or reputation.
Reasons for and Benefits of the Grant
The Grant is to align the interests of the Grantees with those of the Group through ownership of
Shares, dividends and other distributions paid on Shares and/or the increase in value of the Shares,
and to encourage and retain the Grantee to make contributions to the long-term growth and profits
of the Group.
1,088,270 Shares may be allotted and issued to the trustee, which shall hold such Shares on trust for
the Grantees. Such new Shares will then be transferred to the Grantees at no cost upon satisfaction
of the abovementioned vesting conditions. Accordingly, no funds will be raised from the issue
of the new Shares. The Stock Exchange has previously granted its approval of the listing of, and
permission to deal in, new Shares which may be issued pursuant to the vesting of Award Shares
which may be granted pursuant to the Post-IPO Share Award Scheme on December 7, 2020.
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The new Shares to be allotted and issued by the Company to satisfy the Grant represent
approximately 0.03% of the total issued Shares of the Company as at the date of this announcement.
The new Shares, when issued and allotted, shall rank pari passu among themselves and with the
fully paid Shares in issue. The trustee shall not exercise any voting rights and powers in respect of
any Shares held under the trust.
The aggregate number of Shares underlying all grants made pursuant to the Post-IPO Share Award
Scheme (excluding Award Shares which have been forfeited in accordance with the Post-IPO Share
Award Scheme) will not exceed 312,708,211 Shares without Shareholders’ approval subject to an
annual limit of 3% of the total number of issued Shares at the relevant time. As of the date of this
announcement, 254,980,821 Award Shares are available for future grant under the aforementioned
scheme mandate limit.
The Post-IPO Share Award Scheme was adopted before the effective date of the new Chapter 17 of
the Listing Rules. The Company will comply with the new Chapter 17 to the extent required by the
transitional arrangements for the existing share schemes.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the
context requires otherwise.
“Award Shares” award shares, each representing a contingent right to receive one
Share, which is awarded under the Post-IPO Share Award Scheme
“Board” the board of Directors
“Company” JD Health International Inc. (京东健康股份有限公司), an exempted
company with limited liability incorporated in the Cayman Islands
on November 30, 2018, the Shares of which are listed on the Main
Board of the Stock Exchange (stock code: 6618)
“Directors” the directors of the Company
“Grant” 1,088,270 Award Shares to be granted to the Grantees in accordance
with the Post-IPO Share Award Scheme
“Grantees” the employees of the Group who were granted Award Shares in
accordance with the Post-IPO Share Award Scheme
“Group” the Company, its subsidiaries and consolidated affiliated entities
from time to time
“HK$” Hong Kong dollar, the lawful currency of the Hong Kong Special
Administrative Region of the People’s Republic of China
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“Listing Rules” the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
“Post-IPO Share Award
Scheme”
the post-IPO share award scheme adopted by the Company on
November 23, 2020
“Shareholders” holder(s) of Shares in the Company
“Shares” ordinary share(s) in the share capital of the Company with a par
value of US$0.0000005 each
“US$” U.S. dollars, the lawful currency of the United States of America
By order of the Board
JD Health International Inc.
Mr. Enlin Jin
Executive Director
Hong Kong, April 2, 2023
As of the date of this announcement, the Board comprises Mr. Enlin Jin as the executive Director, Mr. Richard Qiangdong Liu
and Mr. Qingqing Yi as non-executive Directors, and Mr. Xingyao Chen, Ms. Ling Li, Dr. Jiyu Zhang and Mr. Ying Wu as
independent non-executive Directors.
Source: https://manager.wisdomir.com/
