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澄星股份: 江苏澄星磷化工股份有限公司第十一届监事会第十八次会议决议公告
Zheng Quan Zhi Xing· 2025-08-15 13:20
Group 1 - The company held the 18th meeting of the 11th Supervisory Board on August 15, 2025, with a total of 5 supervisors present, including 3 in person and 2 via telecommunication [1][2] - The Supervisory Board unanimously approved the adjustment of the list of incentive objects and the number of restricted stock grants under the 2025 Restricted Stock Incentive Plan, confirming compliance with relevant laws and regulations [1][2] - The adjusted incentive objects meet the conditions set forth in the "Management Measures for Equity Incentives of Listed Companies" and the company's incentive plan, ensuring the legality and validity of their qualifications [1][2] Group 2 - The board of directors determined the grant date in accordance with relevant regulations, and both the company and the incentive objects have not encountered any disqualifying circumstances [2] - The Supervisory Board agreed to grant 14.24 million shares of restricted stock at a price of 3.21 yuan per share, with all votes in favor [2]
澄星股份: 北京市海问律师事务所关于澄星股份2025年第三次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-08-15 13:20
Group 1 - The meeting was convened and conducted in accordance with relevant laws and the company's articles of association [2][3] - The meeting was chaired by Jiang Guolin, the president of the company, due to the absence of the chairman and vice-chairman [2] - A total of 2 shareholders attended the meeting, representing 276,934,614 shares, which is a significant portion of the company's voting shares [3] Group 2 - The meeting included three proposals for voting, with separate counting for minority investors [4] - Voting was conducted through a combination of on-site and online methods, and the results were validated by the Shanghai Stock Exchange [4] - The voting procedures and results were deemed valid and in compliance with relevant laws and the company's articles of association [4]
澄星股份: 北京市海问律师事务所关于江苏澄星磷化工股份有限公司2025年限制性股票激励计划调整及首次授予事项的法律意见书
Zheng Quan Zhi Xing· 2025-08-15 13:20
Core Viewpoint - The legal opinion letter issued by Haiwen Law Firm confirms that Jiangsu Chengxing Phosphate Chemical Co., Ltd. has obtained the necessary approvals and authorizations for its 2025 restricted stock incentive plan adjustments and initial grants, in compliance with relevant laws and regulations [4][11][14] Group 1: Legal Compliance and Procedures - The law firm conducted due diligence and verified documents related to the company's 2025 restricted stock incentive plan, ensuring compliance with the Company Law, Securities Law, and Management Measures [3][4] - The company has followed the required legal procedures, including meetings of the remuneration and assessment committee, board of directors, supervisory board, and shareholders' meeting to approve the incentive plan [5][9][10] Group 2: Adjustments to the Incentive Plan - The initial list of incentive recipients was adjusted from 86 to 79 individuals, and the number of restricted stocks granted was reduced from 16 million shares to 14.24 million shares, with the total number of restricted stocks in the plan adjusted from 20 million to 18.24 million shares [10][11] Group 3: Granting Conditions and Details - The granting conditions for the restricted stocks include compliance with financial reporting standards and absence of disqualifying factors as outlined in the Management Measures and the incentive plan [12][14] - The initial grant date for the incentive plan is set for August 15, 2025, with a grant price of 3.21 yuan per share for the 1.424 million shares allocated to the 79 recipients [13][14]
澄星股份: 江苏澄星磷化工股份有限公司董事会薪酬与考核委员会关于公司2025年限制性股票激励计划首次授予激励对象的核查意见(授予日)
Zheng Quan Zhi Xing· 2025-08-15 13:20
Core Points - The company has approved the initial grant of the 2025 Restricted Stock Incentive Plan, with the grant date set for August 15, 2025 [2][3] - The incentive plan's recipients meet the eligibility criteria outlined in the plan and relevant regulations [2][3] - The committee has verified that none of the recipients fall under disqualifying conditions as specified by the regulatory framework [2][3] Summary by Sections - **Incentive Plan Approval** - The board's compensation and assessment committee has conducted a thorough review and approved the initial grant of the 2025 Restricted Stock Incentive Plan [2] - The grant date is confirmed as August 15, 2025 [3] - **Eligibility of Recipients** - All recipients of the restricted stock grants comply with the conditions set forth in the 2025 incentive plan and relevant regulations [2][3] - The recipients do not include any individuals disqualified under the specified criteria, ensuring the integrity of the incentive program [2][3] - **Regulatory Compliance** - The committee has ensured that the recipients do not fall into any of the disqualifying categories outlined by the China Securities Regulatory Commission and other relevant laws [2][3]
澄星股份: 江苏澄星磷化工股份有限公司关于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
Zheng Quan Zhi Xing· 2025-08-15 13:20
Core Viewpoint - The company conducted a self-examination regarding insider trading related to its 2025 Restricted Stock Incentive Plan, confirming that no insider trading occurred during the specified period [1][2][3] Group 1: Insider Trading Examination - The company held meetings on July 29, 2025, to approve the draft of the 2025 Restricted Stock Incentive Plan and publicly disclosed it on July 31, 2025 [1] - The examination covered the period from January 30, 2025, to July 30, 2025, focusing on insider trading activities by individuals aware of the plan [2] - All individuals subject to the examination did not engage in any trading of the company's stock during the self-examination period [2][3] Group 2: Confidentiality Measures - The company implemented necessary confidentiality measures and registered all insider information holders involved in the planning of the incentive plan [2] - The company maintained strict control over insider information, ensuring that only registered individuals had access to it, and no information leaks were reported prior to the public disclosure [3] - The company confirmed that there were no incidents of insider trading or information leakage related to the incentive plan during the examination period [3]
澄星股份: 上海荣正企业咨询服务(集团)股份有限公司关于江苏澄星磷化工股份有限公司2025年限制性股票激励计划调整及首次授予相关事项之独立财务顾问报告
Zheng Quan Zhi Xing· 2025-08-15 13:20
Core Viewpoint - Jiangsu Chengxing Phosphate Chemical Co., Ltd. has initiated a stock incentive plan for 2025, which includes adjustments and the first grant of restricted stocks to incentivize key personnel and enhance company performance [1][7][12]. Summary by Sections Independent Financial Advisor Report - The independent financial advisor confirms that the stock incentive plan has been approved and complies with relevant laws and regulations [5][12]. - The plan involves granting restricted stocks to directors, senior management, core personnel, and high-potential employees [8][12]. Approval Process - The necessary approvals for the stock incentive plan have been obtained, including resolutions from the board of directors and the supervisory board [6][7]. - The company has publicly disclosed the list of incentive recipients and received no objections during the public notice period [6][7]. Adjustments to the Incentive Plan - The initial list of 86 recipients has been adjusted to 79 due to 7 individuals voluntarily waiving their rights to the restricted stocks [8][9]. - The total number of restricted stocks granted has been reduced from 16 million shares to 14.24 million shares [8][9]. Granting Conditions and Schedule - The incentive plan's effective period lasts up to 66 months, with a vesting schedule that includes a 12-month, 24-month, and 36-month lock-up period for the granted stocks [9][10]. - The conditions for lifting the restrictions on the stocks include meeting specific performance criteria and compliance with legal regulations [8][10]. Financial Impact - The independent financial advisor emphasizes the need for accurate accounting of the stock incentive plan's impact on the company's financial status and operating results, in accordance with accounting standards [12]. Conclusion - The independent financial advisor concludes that the adjustments and initial grants of the stock incentive plan have met all necessary legal and regulatory requirements, and the company will proceed with the required disclosures and follow-up procedures [12].
澄星股份: 江苏澄星磷化工股份有限公司关于向公司2025年限制性股票激励计划激励对象首次授予限制性股票的公告
Zheng Quan Zhi Xing· 2025-08-15 13:20
Core Viewpoint - Jiangsu Chengxing Phosphate Chemical Co., Ltd. has announced the first grant of restricted stock under its 2025 Restricted Stock Incentive Plan, with a total of 14.24 million shares granted to 79 individuals at a price of 3.21 yuan per share, effective from August 15, 2025 [1][5][11]. Group 1: Incentive Plan Details - The first grant date is set for August 15, 2025, with a total of 14.24 million shares to be granted [1][5]. - The number of individuals receiving the grant is 79, with a grant price of 3.21 yuan per share [1][5]. - The plan includes a vesting schedule where the restricted stocks will have a lock-up period of 12, 24, and 36 months, with specific percentages of shares becoming available for sale after each period [6][7]. Group 2: Compliance and Approval Process - The board of directors and the supervisory board have confirmed that all necessary procedures and disclosures have been completed for the incentive plan [2][3]. - The supervisory board has verified the eligibility of the incentive recipients, ensuring compliance with relevant regulations [10][12]. - The plan has been approved by the third extraordinary general meeting of shareholders in 2025, and adjustments to the recipient list were made due to voluntary withdrawals by 7 individuals [9][15]. Group 3: Financial Impact and Valuation - The fair value of the restricted stocks will be determined based on the market value on the grant date, considering the impact of lock-up clauses [13][14]. - The estimated share-based payment expenses will be amortized over the years 2025 to 2028, with a projected impact on net profit, although the overall effect is expected to be minimal [14][15]. - The incentive plan is anticipated to enhance company performance by motivating management and improving operational efficiency [14].
澄星股份: 江苏澄星磷化工股份有限公司监事会关于公司2025年限制性股票激励计划首次授予激励对象的核查意见(授予日)
Zheng Quan Zhi Xing· 2025-08-15 13:20
江苏澄星磷化工股份有限公司 办法》")等法律、法规及《江苏澄星磷化工股份有限公司章程》 (以下简称"《公 司章程》")的规定,江苏澄星磷化工股份有限公司(以下简称"公司")监事会 对公司 2025 年限制性股票激励计划(以下简称"本次激励计划")首次授予激励 对象认真核实后,发表如下意见: 部限制性股票外,本次获授限制性股票的其他首次授予激励对象与公司 2025 年 第三次临时股东大会审议通过的公司《2025 年限制性股票激励计划(草案)》 (以 监事会关于公司 2025 年限制性股票激励计划 首次授予激励对象的核查意见(授予日) 根据《公司法》 《证券法》 《上市公司股权激励管理办法》 (以下简称"《管理 (3)最近 12 个月内因重大违法违规行为被中国证监会及其派出机构行政处 罚或者采取市场禁入措施; (4)具有《公司法》规定的不得担任公司董事、高级管理人员的情形的; (5)法律法规规定不得参与上市公司股权激励的; 下简称"《激励计划》")中确定的激励对象条件相符; 象的情形: (1)最近 12 个月内被证券交易所认定为不适当人选; (2)最近 12 个月内被中国证监会及其派出机构认定为不适当人选; (6 ...
澄星股份: 江苏澄星磷化工股份有限公司关于调整公司2025年限制性股票激励计划相关事项的公告
Zheng Quan Zhi Xing· 2025-08-15 13:20
证券代码:600078 证券简称:澄星股份 公告编号:临 2025-053 江苏澄星磷化工股份有限公司 关于调整公司 2025 年限制性股票激励计划相关事项的公告 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法律责任。 江苏澄星磷化工股份有限公司(以下简称"公司")于 2025 年 8 月 15 日召 开第十一届董事会第二十二次会议,审议通过了《关于调整公司 2025 年限制性 股票激励计划相关事项的议案》,现将有关事项说明如下: 一、2025 年限制性股票激励计划已履行的决策程序和信息披露情况 过了《关于 <公司 ensp="ensp" 及其摘要="及其摘要" 年限制性股票激励计划="年限制性股票激励计划" 草案="草案"> 的议案》、《关 于 <公司 ensp="ensp" 年限制性股票激励计划实施考核管理办法="年限制性股票激励计划实施考核管理 办法"> 的议案》以及《关于提 请股东大会授权董事会办理公司 2025 年限制性股票激励计划相关事宜的议案》 等议案。 同日,公司召开第十一届监事会第十七次会议,审议通过了《关于 <公司 ...
澄星股份: 江苏澄星磷化工股份有限公司2025年限制性股票激励计划首次授予激励对象名单(授予日)
Zheng Quan Zhi Xing· 2025-08-15 13:20
Group 1 - The company has implemented an incentive plan that includes the allocation of restricted stocks to core management, key employees, and high-potential staff, totaling 1,824,000 shares [1] - Of the total shares granted, 1,104,000 shares (60.52%) are allocated to core management and key employees, while 400,000 shares (21.93%) are reserved for future allocation [1] - The total number of shares involved in all effective incentive plans does not exceed 10% of the company's total share capital at the time of the incentive plan announcement [1] Group 2 - The company will disclose relevant information about the incentive recipients after receiving clear opinions from the supervisory board or the compensation and assessment committee, along with legal opinions from lawyers [2] - If the incentive recipients are not clearly defined within 12 months, the reserved rights will become invalid [2]