Core Points - Xiamen Xiangyu announced the approval of a restricted stock incentive plan during the 36th meeting of the 9th Board of Directors held on September 4, 2025 [2] - The company will grant a total of 171,992,000 shares of restricted stock to 928 eligible incentive recipients at a price of 2.71 yuan per share [2] Summary by Category - **Company Announcement** - The company held a board meeting on September 4, 2025, where it approved the restricted stock incentive plan [2] - The grant date for the restricted stock is set for September 4, 2025 [2] - **Incentive Details** - A total of 171,992,000 shares will be granted to 928 eligible recipients [2] - The grant price for the restricted stock is 2.71 yuan per share [2]

Group 1 - The company has conducted a review of the list of incentive recipients for the 2025 restricted stock incentive plan, confirming compliance with relevant laws and regulations [2][3][4] - A total of 63 incentive recipients voluntarily opted out of the plan, leading to adjustments in the list of recipients and the number of shares granted [2][3] - The adjusted grant price for the restricted stock is set at 2.71 yuan per share, down from the previous price of 2.96 yuan per share, following a cash dividend distribution to shareholders [2][3] Group 2 - The incentive plan will grant a total of 171,992,000 shares of restricted stock to 928 eligible recipients, with the grant date set for September 4, 2025 [4] - The adjustments made to the incentive plan do not harm the interests of the company's shareholders and align with the approved plan from the second extraordinary general meeting of shareholders in 2025 [3][4]

Group 1 - The company held its 36th meeting of the 9th Board of Directors on September 4, 2025, via telecommunication, with all nine directors present [1] - The meeting approved adjustments to the 2025 Restricted Stock Incentive Plan due to 63 participants voluntarily opting out, reducing the number of participants from 991 to 928 and the number of restricted shares from 172.876 million to 171.992 million [1][2] - The grant price for the restricted stock was set at 2.71 yuan per share, with the grant date confirmed as September 4, 2025 [2][3] Group 2 - The adjustments to the incentive plan were in accordance with the company's regulations and were reviewed by the Compensation and Assessment Committee [2][3] - The voting results for the incentive plan adjustments were 7 votes in favor, with no opposition or abstentions [2][3]

Meeting Details - The 24th meeting of the 9th Supervisory Board of Xiamen Xiangyu Co., Ltd. was held on September 4, 2025, via telecommunication, with all three supervisors present, complying with relevant laws and regulations [1]. Agenda Items Adjustment of 2025 Restricted Stock Incentive Plan - The Supervisory Board unanimously agreed that the adjustments to the list of incentive recipients, the number of shares granted, and the grant price are in accordance with the "Management Measures for Equity Incentives of Listed Companies" and the company's 2025 Restricted Stock Incentive Plan, ensuring no harm to the interests of the company and all shareholders [1][2]. Granting of Restricted Stock to Incentive Recipients - The Supervisory Board confirmed that the grant date determined by the Board of Directors complies with relevant regulations. The conditions for granting the restricted stock have been met, and the incentive recipients qualify under the applicable laws and regulations. The grant price is set at 2.71 yuan per share [2].

Core Viewpoint - Xiamen Xiangyu Co., Ltd. has approved a restricted stock incentive plan, granting 171.992 million shares at a price of 2.71 yuan per share to 928 eligible participants on September 4, 2025 [1][4][9] Summary by Sections Incentive Plan Details - The grant date for the restricted stock is set for September 4, 2025 [1] - A total of 171.992 million shares will be granted at a price of 2.71 yuan per share [1][4] - The plan has been approved by the board and complies with relevant regulations [2][11] Approval Process - The incentive plan draft and related approvals have been reviewed and disclosed by the board, supervisory committee, and shareholders [1][2] - The board confirmed that all conditions for granting the restricted stock have been met [3][4] Eligibility and Conditions - The plan includes 928 eligible participants, with specific conditions outlined in the management regulations [2][4] - The board's remuneration and assessment committee has verified that all participants meet the necessary legal and regulatory requirements [3][4] Granting Conditions - The granting conditions include compliance with financial reporting standards and absence of any disqualifying factors for the participants [2][3] - The plan specifies a vesting schedule, with restrictions on transfer and use of the granted shares [5][6] Financial Impact - The company will account for the stock compensation expenses according to accounting standards, impacting net profits over the vesting period [10][11] - The estimated costs associated with the stock grants will be amortized over the relevant periods [10][11] Legal and Advisory Opinions - Legal opinions confirm that the incentive plan has received necessary approvals and complies with relevant regulations [11][12] - Independent financial advisors have also affirmed that the plan's conditions have been satisfied [11][12]

Core Viewpoint - The report discusses the adjustments and grants related to the stock incentive plan of Xiamen Xiangyu Co., Ltd., highlighting the approval processes and changes in the number of incentive targets and restricted stock quantities [4][6][14]. Summary by Sections Independent Financial Advisor's Opinion - The independent financial advisor confirms that the adjustments and grants related to the 2025 stock incentive plan have received necessary approvals and comply with relevant regulations [6][14]. - The plan has undergone required approval procedures, including resolutions from the board and shareholder meetings [4][5]. Adjustments to the Incentive Plan - The number of incentive targets has been adjusted from 991 to 928 due to 63 individuals voluntarily opting out of the plan, resulting in a reduction of restricted stock from 17,287.60 million shares to 17,199.20 million shares [6][14]. - The company plans to distribute cash dividends of RMB 2.50 per 10 shares, with the record date set for June 16, 2025 [6]. Grant Conditions and Adjustments - The grant conditions for the restricted stock include various financial and regulatory criteria that must be met by the incentive targets [8][9]. - The adjusted grant price for the restricted stock is set at RMB 2.71 per share after accounting for cash dividends [8][14]. Impact on Financial Status - The company is required to measure and account for the expenses related to the granted restricted stock in accordance with accounting standards, which may lead to potential dilution effects [14]. Conclusion - The independent financial advisor concludes that all necessary approvals for the incentive plan have been obtained, and the conditions for granting the restricted stock have been fulfilled [14].

Core Points - The company has adjusted its 2025 restricted stock incentive plan due to 63 participants voluntarily opting out, reducing the number of incentive targets from 991 to 928 [2][3] - The adjusted grant price for the restricted stock is set at 2.71 RMB per share after accounting for a cash dividend of 0.25 RMB per share [3] - The adjustments made to the incentive plan are deemed compliant with relevant regulations and will not materially affect the company's financial status or operational results [3][5] Summary of Related Sections Approval Procedures - The draft of the 2025 restricted stock incentive plan has been approved by the company's board of directors, supervisory board, and shareholders' meeting [1][2] Reasons for Adjustment - The adjustment was necessary due to the voluntary withdrawal of 63 individuals from the incentive plan, leading to a reduction in both the number of participants and the total number of restricted stocks granted [2] Impact of Adjustments - The changes to the incentive plan, including the adjustment of the grant price and the number of participants, are not expected to have a significant impact on the company's financial condition or operational performance [3] Opinions from Committees - The company's remuneration and assessment committee, as well as the supervisory board, have confirmed that the adjustments comply with the relevant regulations and do not harm the interests of shareholders [3][5] Legal Opinions - Legal counsel has stated that the adjustments to the incentive plan have received the necessary authorizations and approvals, and the company must complete the registration procedures for the grants [5]

Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the 2025 Second Extraordinary General Meeting of Xiamen Xiangyu Co., Ltd. comply with relevant laws and regulations [4][5][6]. Group 1: Meeting Procedures - The notice for the 2025 Second Extraordinary General Meeting was published in the Shanghai Securities Journal and on the Shanghai Stock Exchange website, detailing the meeting time, location, voting methods, and agenda [4]. - The meeting was held on September 4, 2025, at the specified location, and the actual voting methods matched those announced [4]. - The legal opinion asserts that the convening and holding procedures of the meeting are in accordance with the Company Law, Shareholders' Meeting Rules, and the company's articles of association [4]. Group 2: Qualifications of Participants - A total of 263 shareholders, including representatives, attended the meeting, and their qualifications were verified against the shareholder register [5]. - The legal opinion confirms that the qualifications of the convenor and attendees meet the requirements set forth in the Company Law, Securities Law, Shareholders' Meeting Rules, and the company's articles of association [5]. Group 3: Voting Procedures and Results - The meeting utilized a combination of on-site and online voting methods for decision-making [6]. - The voting results for the incentive plan proposal showed 99.2571% approval, with 10,344,054 shares opposed and 245,689 shares abstaining [6]. - The legal opinion concludes that the voting procedures and results are valid and comply with the relevant regulations [7].

厦门象屿股份有限公司 关于 2025 年限制性股票激励计划内幕信息知情人买 卖公司股票情况的自查报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 厦门象屿股份有限公司（以下简称"公司"）于 2025 年 4 月 16 日召开第九 届董事会第三十次会议审议通过了《关于 <厦门象屿股份有限公司 ensp="ensp" 年限制性="年限制性"> 股票激励计划（草案）>及其摘要的议案》等相关议案，具体内容详见公司于 2025 年 4 月 17 日在上海证券交易所网站披露的相关公告及文件。 根据中国证券监督管理委员会《上市公司股权激励管理办法》等有关规定， 公司对 2025 年限制性股票激励计划（以下简称"本激励计划"）内幕信息知情 人在本激励计划草案公告前六个月内（2024 年 10 月 16 日至 2025 年 4 月 16 日， 以下简称"自查期间"）买卖公司股票的情况进行自查，具体情况如下： 一、核查的范围与程序 根据中登上海分公司出具的《信息披露义务人持股及股份变更查询证明》 《股 东股份变更明细清单》，在本激励计划 ...

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]