Group 1 - The company is undergoing a board of directors election process as the fourth board has reached its term limit [2][4] - The new board will consist of nine directors, including three independent directors and one employee representative director [2][4] - The election of the new board members is scheduled to take place at the shareholders' meeting, and the current board will continue to fulfill its duties until then [6][8] Group 2 - The company has nominated candidates for the fifth board of directors, with independent director candidates requiring approval from the Shanghai Stock Exchange [5][4] - The candidates for the non-independent directors include individuals with extensive experience in finance and management within the company [9][10][12] - The independent director candidates have backgrounds in accounting and engineering, contributing to the company's governance and oversight [15][16]

Group 1 - The company plans to amend its articles of association in accordance with changes in share capital and registered capital, and will handle the relevant business registration changes [1] - The registered capital of the company is stated to be in Renminbi, with the total number of issued shares being 268,074,568 shares, with no other class of shares [2] - Other provisions of the articles of association remain unchanged aside from the aforementioned amendments [2]

Group 1 - The board of directors of Shanghai Kaizhong Materials Technology Co., Ltd. held its 27th meeting on September 4, 2025, with all 9 directors present [1][2] - The board approved the nomination of candidates for the fifth board of directors, including both non-independent and independent directors, with terms starting from the date of shareholder approval [1][2] - The board also approved the remuneration plans for both non-independent and independent directors, with independent directors receiving a net annual allowance of 120,000 yuan each [2][3] Group 2 - The board approved the repurchase and cancellation of shares related to the 2022 employee stock ownership plan due to unmet unlocking conditions [3] - The board approved adjustments to the repurchase price for the 2023 restricted stock incentive plan and the cancellation of certain restricted stocks [3][4] - The board proposed to reduce the registered capital and amend the company's articles of association, pending shareholder approval [4]

Meeting Information - The shareholders' meeting of Shanghai Kaizhong Materials Technology Co., Ltd. is scheduled for September 22, 2025, at 14:30 [1] - The meeting will be held at the company's conference room located at 813 Jianye Road, Pudong New District, Shanghai [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's online voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system, with specific time slots for trading system voting from 9:15 to 15:00 on the meeting day [2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same category of shares [3][4] - Votes exceeding the number of shares held or multiple votes for the same proposal will be considered invalid [4] Meeting Agenda - The meeting will review non-cumulative voting proposals, including a proposal for the repurchase and cancellation of shares due to unmet unlocking conditions [2][6] - Cumulative voting will be used for the election of directors and independent directors, allowing shareholders to allocate their votes among candidates [6][7] Attendance and Registration - Shareholders registered by the close of trading on September 12, 2025, are eligible to attend the meeting [4] - Registration for attendance must be completed by September 19, 2025, with specific documentation required [5] Additional Information - The meeting is expected to last half a day, and attendees are responsible for their own travel and accommodation arrangements [5] - Contact information for registration includes a phone number and email address for inquiries [5]

Core Points - The company is holding a shareholders' meeting on September 22, 2025, to discuss various agenda items including the reallocation of the employee stock ownership plan and the election of the fifth board of directors [1][2][3] - The meeting will include voting on the election of non-independent and independent directors, as well as the approval of compensation plans for the board members [4][7][10] - The company plans to repurchase and cancel a total of 472,360 shares from the 2022 employee stock ownership plan due to unmet performance conditions and other factors [11][12] Meeting Agenda - The meeting will start with a registration process for shareholders and verification of their identities [1] - The election of the fifth board of directors will be conducted, with specific candidates nominated for both non-independent and independent director positions [4][7] - Voting will be conducted using a cumulative voting system, and the results will be announced at the end of the meeting [5][6] Shareholder Rights and Conduct - Shareholders have the right to speak, inquire, and vote during the meeting, but must register in advance for speaking [1][2] - The meeting will enforce strict conduct rules to maintain order, including restrictions on recording and disruptive behavior [1][2] Capital Reduction Proposal - The company proposes to reduce its registered capital and amend its articles of association following the repurchase of shares from the employee stock ownership plan and other incentive plans [12]

Core Viewpoint - The legal opinion letter from Shanghai Dongfang Huayin Law Firm confirms that Shanghai Kaizhong Materials Technology Co., Ltd. has obtained the necessary approvals and authorizations for the repurchase and cancellation of certain restricted stocks and stock options for 2023 and 2024, in compliance with relevant laws and regulations [2][11][14]. Group 1: Legal Framework and Compliance - The law firm has verified that Kaizhong Materials is a legally established and validly existing listed company, with no circumstances requiring termination, dissolution, or liquidation as per the Company Law and relevant regulations [2][4]. - The company has provided all necessary original documents and statements, ensuring their authenticity and compliance, which the law firm has thoroughly verified [2][3]. Group 2: Stock Incentive Plans - The 2023 restricted stock incentive plan has been approved, allowing the company to grant 430,020 shares of restricted stock to four incentive objects at a price of 8.23 yuan per share [5][6]. - The 2024 stock option and restricted stock incentive plan has also been approved, with 29 individuals receiving 3.402 million stock options at an exercise price of 14.52 yuan per option, and three individuals receiving 1.386 million restricted stocks at a price of 7.09 yuan per share [8][10]. Group 3: Repurchase and Cancellation Details - The company plans to repurchase and cancel 166,600 shares of restricted stock at an adjusted price of 3.69 yuan per share, and to cancel 2,367,680 stock options at an adjusted exercise price of 10.12 yuan per option [10][12][13]. - The repurchase and cancellation are based on the failure to meet performance targets for the respective incentive plans, necessitating the cancellation of unvested stocks and unexercised options [11][12]. Group 4: Conclusion and Next Steps - The law firm concludes that the repurchase and cancellation of stocks and options have met all necessary legal requirements and that the company must fulfill its disclosure obligations and complete the necessary registration procedures [14].

Core Viewpoint - The company announced the repurchase and cancellation of 166,600 restricted stocks from its 2023 incentive plan at a price of 3.69 yuan per share due to unmet performance targets for the second unlock period [1][8][9]. Summary by Sections Announcement Details - The company will repurchase and cancel a total of 166,600 restricted stocks from the 2023 incentive plan [1][4]. - The repurchase price is set at 3.69 yuan per share [1][9]. Approval Process - The board of directors approved the adjustment of the repurchase price and the cancellation of the restricted stocks during a meeting held on September 4, 2025 [1][4]. - The necessary approval procedures for the stock incentive plan have been completed [2][3]. Adjustment of Stock Quantity and Price - The number of restricted stocks to be repurchased was adjusted from 119,000 to 166,600 due to capital reserve transfers and stock dividends [5][6]. - The adjusted repurchase price was calculated based on the original grant price and the impact of dividends and capital increases [8][9]. Reasons for Repurchase - The repurchase is necessitated by the failure to meet the performance target of a 32% revenue growth from 2022 to 2024, which is a condition for the second unlock period of the incentive plan [8][9]. Impact on Share Structure - The repurchase will affect the company's share structure, with the repurchased stocks representing 28.33% of the total granted shares under the incentive plan and 0.06% of the total share capital [8][10]. - Post-repurchase, the total share capital will be adjusted accordingly [10][11]. Future Actions - The company will proceed with the necessary registration changes and updates to its articles of association following the repurchase [11][12]. - The company is committed to fulfilling its disclosure obligations regarding this repurchase [11][12].

Core Viewpoint - The company has announced adjustments to its 2024 stock option and restricted stock incentive plan, including the cancellation of certain stock options and the repurchase of restricted stocks due to unmet performance targets. Group 1: Stock Option and Restricted Stock Adjustments - The company will cancel a total of 2.36768 million stock options and repurchase 517,440 restricted shares [1][12] - The repurchase price for the restricted shares is set at 4.81 yuan per share [1][12] - The number of stock options granted under the 2024 plan has been adjusted from 3.892 million to 5.4488 million, with the exercise price reduced from 14.52 yuan to 10.12 yuan [4][7] Group 2: Performance Targets and Cancellations - Cancellations of stock options are due to three incentive participants resigning, resulting in the cancellation of 313,600 stock options [10][11] - The company did not meet the performance targets for the first exercise period, leading to the cancellation of 2.05408 million stock options for 34 participants [11] - The total number of canceled stock options represents 43.45% of the total granted options for the 2024 plan and 0.88% of the company's total share capital [11] Group 3: Repurchase of Restricted Stocks - The repurchase of restricted stocks is also due to unmet performance targets, with 51,744 shares being repurchased from two participants [12] - The repurchased restricted stocks account for 40% of the total granted restricted shares under the 2024 plan and 0.19% of the company's total share capital [12] - The repurchase will be funded entirely from the company's own funds [12] Group 4: Impact and Future Actions - The cancellation of stock options and repurchase of restricted stocks is not expected to materially affect the company's financial status or operational results [13] - The company will proceed with necessary procedures for stock option cancellation and capital changes as authorized by the 2023 annual general meeting [13][14] - Legal opinions confirm that the repurchase and cancellation actions comply with relevant regulations and require timely disclosure [14]

Group 1 - The company announced the approval of multiple resolutions during the 27th meeting of the fourth board of directors, including the nomination of candidates for non-independent directors of the fifth board [2]

（编辑 李家琪） 证券日报网讯 9月5日晚间，凯众股份发布公告称，公司于2025年9月4日（星期四）召开第四届董事会 第二十七次会议，审议通过了《关于提名第五届董事会非独立董事候选人的议案》《关于提名第五届董 事会独立董事候选人的议案》，提名杨建刚、侯振坤、周戌乾、李建星、王庆德为非独立董事候选人， 周源康、郑松林、梁元聪为独立董事候选人，任期自公司股东会审议通过之日起三年。公司第五届董事 会新设1名职工代表董事，将由职工代表大会选举产生。 ...