证券简称：艾比森 证券代码：300389 深圳市艾比森光电股份有限公司 （草案） 深圳市艾比森光电股份有限公司 二零二五年九月 深圳市艾比森光电股份有限公司 2025年限制性股票激励计划（草案） 声 明 本公司及全体董事、监事保证本激励计划及其摘要不存在虚假记载、误导性 陈述或重大遗漏，并对其真实性、准确性、完整性承担个别和连带的法律责任。 本公司所有激励对象承诺，公司因信息披露文件中有虚假记载、误导性陈述 或者重大遗漏，导致不符合授予权益或权益归属安排的，激励对象应当自相关信 息披露文件被确认存在虚假记载、误导性陈述或者重大遗漏后，将由本激励计划 所获得的全部利益返还公司。 深圳市艾比森光电股份有限公司 2025年限制性股票激励计划（草案） 特别提示 一、本激励计划系依据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司股权激励管理办法》《深圳证券交易所创业板股票上市规则》《深圳 证券交易所创业板上市公司自律监管指南第1号——业务办理》等有关法律、法 规、规范性文件，以及《深圳市艾比森光电股份有限公司章程》等有关规定制定。 二、本激励计划采取的激励工具为限制性股票（第二类限制性股票）。股票 来源为 ...

证券简称：艾比森 证券代码：300389 深圳市艾比森光电股份有限公司 （草案）摘要 深圳市艾比森光电股份有限公司 二零二五年九月 深圳市艾比森光电股份有限公司 2025年限制性股票激励计划（草案）摘要 声 明 本公司及全体董事、监事保证本激励计划及其摘要不存在虚假记载、误导性 陈述或重大遗漏，并对其真实性、准确性、完整性承担个别和连带的法律责任。 本公司所有激励对象承诺，公司因信息披露文件中有虚假记载、误导性陈述 或者重大遗漏，导致不符合授予权益或权益归属安排的，激励对象应当自相关信 息披露文件被确认存在虚假记载、误导性陈述或者重大遗漏后，将由本激励计划 所获得的全部利益返还公司。 深圳市艾比森光电股份有限公司 2025年限制性股票激励计划（草案）摘要 特别提示 一、本激励计划系依据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司股权激励管理办法》《深圳证券交易所创业板股票上市规则》《深圳 证券交易所创业板上市公司自律监管指南第1号——业务办理》等有关法律、法 规、规范性文件，以及《深圳市艾比森光电股份有限公司章程》等有关规定制定。 二、本激励计划采取的激励工具为限制性股票（第二类限制性股票）。 ...

Key Points - The company Hefei Huitong Holdings Co., Ltd. is set to list 631,807 shares of its first public offering, which are subject to a six-month lock-up period, on September 10, 2025 [1][2] - The total share capital of the company after the public offering will be 126,030,000 shares, with 24.50% of these shares being subject to lock-up conditions [1][2] - The shares being listed are part of the offline placement of the initial public offering, with 10% of the allocated shares being subject to a lock-up period [2][3] - The company has not experienced any changes in share capital due to profit distribution or capital reserve transfers since the formation of the lock-up shares [2][3] - The underwriter, Zhongyin International Securities Co., Ltd., has confirmed compliance with regulatory requirements regarding the listing of the lock-up shares [3][4] - The total number of shares with lock-up conditions will decrease by 631,807 shares, while the number of unrestricted shares will increase by the same amount, maintaining the total share capital at 126,030,000 shares [4]

Meeting Details - The shareholders' meeting was held on September 4, 2025, at the Xiamen Xiangyu Group Building [1] - The meeting was chaired by Vice Chairman Qi Weidong due to Chairman Wu Jie's business trip [1] Attendance and Voting Results - The meeting had a significant turnout, with A-shareholders voting as follows: 1,414,878,285 votes in favor (99.2571%), 10,344,054 votes against (0.7256%), and 245,689 abstentions (0.0173%) for the first resolution [2] - For the second resolution, 1,415,131,085 votes were in favor (99.2748%), 10,091,954 against (0.7079%), and 244,989 abstentions (0.0173%) [2] - The third resolution received 1,415,057,413 votes in favor (99.2696%), 10,120,326 against (0.7099%), and 290,289 abstentions (0.0205%) [3] Resolutions Passed - All proposed resolutions were approved by the shareholders, including the stock incentive plan and related management measures [2][3] - The special resolutions required a two-thirds majority of the voting shares present, which was achieved [3] Legal Compliance - The meeting's procedures and voting results were confirmed to comply with the Company Law and relevant regulations by the attending lawyers [4]

Group 1 - The bondholders meeting for "He Feng Convertible Bonds" was held on September 4, 2025, with 43 bondholders or their agents present, representing 2,120,170 bonds, which is 14.45% of the total outstanding bonds [1][2] - The meeting was convened by the company's board and attended by some directors, senior management, bond trustee representatives, and witnessing lawyers, ensuring compliance with relevant laws and regulations [2] - The bondholders unanimously approved the proposal regarding the completion and termination of the fundraising projects from the 2022 public offering of convertible bonds, with 100% approval from the attending bondholders [2]

Core Viewpoint - The company has decided not to lower the conversion price of the "Leizhi Convertible Bonds" despite the stock price being below the current conversion price during the specified trading period [2][11]. Group 1: Convertible Bond Issuance and Pricing - The company was approved to issue convertible bonds with a net fundraising amount of RMB 390,460,551.88 after deducting issuance costs [2]. - The convertible bonds were listed on the Shenzhen Stock Exchange on May 20, 2022, with the bond code "127062" [3]. - The conversion period for the bonds is from October 27, 2022, to April 20, 2028 [3]. Group 2: Conversion Price Adjustments - The initial conversion price was set at RMB 7.74 per share, effective from June 8, 2022 [3]. - Subsequent adjustments to the conversion price occurred, with the latest adjustment setting the price at RMB 7.67 per share, effective from May 12, 2023 [6]. - The company has a mechanism for adjusting the conversion price if the stock price falls below 85% of the current conversion price for a specified period [10]. Group 3: Board Decision on Conversion Price - The board of directors decided not to exercise the option to lower the conversion price, considering the company's fundamentals, stock price trends, and market conditions [11]. - The board will reassess the situation after September 5, 2025, if the stock price triggers the conditions for a downward adjustment again [11].

Meeting Details - The second extraordinary general meeting of shareholders for 2025 was held on September 4, 2025, at 15:00 [1] - The meeting allowed for both on-site attendance and online voting, with specific time slots for each [1] Attendance - A total of 42.5528% of the company's voting shares were represented at the meeting [1] - 326 shareholders and representatives attended, representing 4,352,500 shares, which is 0.7537% of the total voting shares [2] Voting Results - The meeting combined on-site voting and online voting to review various proposals [2] - The voting results showed that 244,249,831 shares were in favor of the proposals, accounting for 99.9784% of the valid votes cast [2] - Among small investors, 2,857,900 shares voted in favor, representing 65.6611% of the small shareholders' votes [2] Legal Opinion - The legal representatives confirmed that the meeting's procedures and voting results complied with relevant laws and regulations, deeming the resolutions valid [7]

北京德恒（深圳）律师事务所 关于深圳市实益达科技股份有限公司 法律意见 深圳市福田区金田路 4018 号安联大厦 B 座 11 楼 电话:0755-88286488 传真:0755-88286499 邮编:518026 北京德恒（深圳）律师事务所 关于深圳市实益达科技股份有限公司 北京德恒（深圳）律师事务所 关于深圳市实益达科技股份有限公司 德恒 06G20250149-00006 号 致：深圳市实益达科技股份有限公司 深圳市实益达科技股份有限公司（以下简称"公司"）2025 年第二次临时股 东会（以下简称"本次会议"）于 2025 年 9 月 4 日（星期四）召开。北京德恒（深 圳）律师事务所（以下简称"德恒"）受公司委托，指派唐永生律师、欧阳婧娴律 师（以下简称"德恒律师"）对本次股东会进行见证。根据《中华人民共和国证券 法》（以下简称"《证券法》"）、《中华人民共和国公司法》（以下简称"《公 司法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）、《深圳 市实益达科技股份有限公司章程》（以下简称"《公司章程》"）的规定，德恒律 师就本次会议的召集、召开程序、现场出席会议人员资格、表决程序等相关 ...

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order during the meeting [1] - The meeting will take place on September 16, 2025, at 15:00 in Beijing, with both on-site and online voting options available [5][6] - Key agenda items include reports on the use of previously raised funds, the cancellation of the supervisory board, and amendments to the company's articles of association [6][8][10] Meeting Procedures - Shareholders must sign in at least 30 minutes before the meeting and present required documentation to participate [2] - Only shareholders and their representatives are allowed to speak or ask questions during the meeting, and all discussions must relate to the meeting's agenda [3] - Voting will be conducted through a named ballot system, with each share granting one vote, and results will be announced by the meeting host [4][7] Agenda Items - The first agenda item involves a report on the use of previously raised funds, which has been verified by Tianjian Accounting Firm [6][8] - The second agenda item proposes the cancellation of the supervisory board, transferring its responsibilities to the audit committee, and revising the articles of association accordingly [8][9] - The third agenda item focuses on the establishment, revision, and abolition of certain governance systems to enhance the company's internal governance mechanisms [10]

Core Viewpoint - The company has announced the lifting of restrictions on 5.657 million shares as part of its 2024 restricted stock incentive plan, allowing for the circulation of 5.557 million shares, which represents 1.1036% of the total share capital [1][8]. Group 1: Incentive Plan Details - The first lifting of restrictions on the incentive plan is set to occur on September 8, 2025, after a 12-month lock-up period following the initial grant date of August 12, 2024 [4][5]. - The incentive plan was approved by the company's board and shareholders, with 160 participants receiving a total of 5.657 million restricted shares [1][2]. - The lifting of restrictions is contingent upon meeting specific performance targets, including a net profit growth rate of at least 15% based on 2023 figures [5][6]. Group 2: Performance Metrics - The company's net profit for 2023 was reported at RMB 2,160.2766 million, with a projected net profit of RMB 2,595.8697 million for 2024, indicating a growth rate of 57.54% [5][6]. - The revenue growth rate for the same period is reported at 20.16%, meeting the performance criteria for the lifting of restrictions [5][6]. Group 3: Changes in Share Structure - Following the lifting of restrictions, the company's total share capital remains at 5,125.75047 million shares, with the structure changing as follows: restricted shares decrease by 5.657 million, while unrestricted shares increase by the same amount [10]. - The number of restricted shares held by senior management will be adjusted according to the company's regulations, with specific shares transitioning from restricted to locked status [9][10].