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宁水集团: 关于2024年员工持股计划第一个解锁期解锁条件未成就及回购注销未解锁股份的公告
Zheng Quan Zhi Xing· 2025-08-29 17:46
Core Viewpoint - The company announced that the first unlocking condition of the 2024 employee stock ownership plan was not achieved, leading to the proposed repurchase and cancellation of 1,737,250 shares that could not be unlocked due to unmet performance targets [1][3][5]. Summary by Sections Employee Stock Ownership Plan Implementation - The employee stock ownership plan was approved in the 2023 annual shareholders' meeting and has undergone several procedural approvals since then [2][3]. - The plan includes two unlocking periods: the first after 12 months and the second after 24 months, each allowing for the unlocking of 50% of the total shares held [4]. Performance Targets and Results - The performance targets for the first unlocking period required a revenue growth rate of at least 8% for 2024, based on the average revenue of 2022 and 2023 [4]. - The company's revenue for 2024 was reported at approximately 1.5 billion yuan, which did not meet the required growth target, resulting in the failure to unlock the shares [5]. Share Repurchase and Cancellation - The company plans to repurchase and cancel the shares that could not be unlocked, which will reduce the total share capital from 201,699,184 shares to approximately 199,961,934 shares [5]. - The repurchase and cancellation process will be subject to approval at the upcoming shareholders' meeting [5][6]. Impact on Company Operations - The proposed repurchase of shares is not expected to affect the ongoing implementation of the employee stock ownership plan or the company's operational capabilities [6][7]. - The management team will continue to fulfill their responsibilities and aims to create value for shareholders [7].
宁水集团: 关于2024年股票期权激励计划第一个行权期行权条件未成就及注销部分股票期权的公告
Zheng Quan Zhi Xing· 2025-08-29 17:46
Core Viewpoint - Ningbo Water Meter (Group) Co., Ltd. announced the cancellation of stock options due to unmet performance conditions for the first exercise period of the 2024 stock option incentive plan [1][7][10] Group 1: Stock Option Incentive Plan - The company held meetings to review and approve the stock option incentive plan and its management measures [1][2] - The first exercise period of the stock option plan was not achieved due to the company failing to meet the performance targets for 2024 [7][8] - A total of 938,750 stock options will be canceled, including those for departing employees and those not exercised by current employees [9][10] Group 2: Performance Targets - The performance targets for the first exercise period required a revenue growth rate of no less than 8% for 2024, based on the average revenue of 2022 and 2023 [8] - The actual revenue for 2024 was reported at approximately 1.5 billion yuan, which did not meet the required growth target [8][9] Group 3: Legal and Procedural Compliance - The cancellation of stock options was deemed legally valid and in compliance with relevant regulations and the company's incentive plan [10][11] - The board and supervisory committee confirmed that the procedures followed for the cancellation were appropriate and did not harm the interests of the company or its shareholders [10][11]
宁水集团: 关于调整2024年股票期权激励计划行权价格的公告
Zheng Quan Zhi Xing· 2025-08-29 17:02
Core Viewpoint - The company has announced an adjustment to the exercise price of its 2024 stock option incentive plan from 11.41 yuan to 11.21 yuan per share due to a cash dividend distribution of 0.2 yuan per share [1][7][8] Summary by Sections 1. Adjustment of Exercise Price - The board of directors approved the adjustment of the exercise price for the 2024 stock option incentive plan [1][6] - The new exercise price is set at 11.21 yuan per share, down from the previous price of 11.41 yuan per share [7] 2. Procedures and Implementation - The adjustment followed the necessary review and approval processes, including meetings of the board and supervisory committee [1][5] - Legal opinions were obtained to ensure compliance with relevant regulations [6][8] 3. Reasons for Adjustment - The adjustment was necessitated by the company's annual profit distribution plan, which included a cash dividend of 0.2 yuan per share [7] - The calculation for the new exercise price was based on the formula: P = P0 - V, where P0 is the original exercise price and V is the dividend amount [7] 4. Impact on the Company - The adjustment is in accordance with the relevant regulations and will not materially affect the company's financial status or operational results [7][8] - The board's remuneration and assessment committee confirmed that the adjustment process was legal and did not harm the interests of the company or its shareholders [8] 5. Supervisory Committee and Legal Opinions - The supervisory committee verified that the adjustment complied with all applicable laws and regulations [8] - Legal counsel confirmed that the necessary approvals for the adjustment had been obtained and that the company must fulfill its disclosure obligations [8]
宁水集团: 北京市竞天公诚律师事务所上海分所关于宁波水表(集团)股份有限公司2024年股票期权激励计划调整行权价格及注销部分股票期权的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 17:02
Core Viewpoint - The legal opinion letter addresses the adjustment of the exercise price and the cancellation of certain stock options under the 2024 stock option incentive plan of Ningbo Water Meter (Group) Co., Ltd. [1][4] Group 1: Adjustment of Exercise Price - The exercise price of stock options will be adjusted from 11.41 yuan to 11.21 yuan due to the implementation of a cash dividend of 0.2 yuan per share [7][8]. - The adjustment method follows the provisions of the incentive plan, ensuring that the adjusted exercise price does not fall below the par value of the stock [8]. Group 2: Cancellation of Stock Options - A total of 938,750 stock options will be canceled, including 72,000 options from four individuals who have left the company and 866,750 options due to the failure to meet performance targets for the first exercise period [6][10]. - The performance targets for the first exercise period required a revenue growth rate of at least 8% based on the average revenue of 2022 and 2023, which was not achieved [9][10]. Group 3: Compliance and Authorization - The adjustments and cancellations have received the necessary approvals and authorizations as per the relevant laws and regulations, including the Company Law and the Securities Law [6][10]. - The company is required to fulfill its information disclosure obligations and handle the cancellation procedures for the stock options [10].
宁水集团: 董事会薪酬与考核委员会关于2024年员工持股计划和2024年股票期权激励计划相关事项的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:02
Summary of Key Points Core Viewpoint - The board's remuneration and assessment committee of Ningbo Water Meter (Group) Co., Ltd. has conducted a thorough review of the 2024 employee stock ownership plan and the 2024 stock option incentive plan, confirming that the adjustments and actions taken are in compliance with relevant laws and regulations, and will not significantly impact the company's financial status or harm the interests of shareholders [1][2][3]. Group 1: Employee Stock Ownership Plan - The adjustments to the 2024 employee stock ownership plan are in accordance with the Company Law and relevant guidelines, with a legal and effective review process [1]. - The company plans to repurchase and cancel a total of 1,737,250 shares due to the failure to meet the performance assessment targets for the first unlocking period of the 2024 employee stock ownership plan [2]. - The repurchase and cancellation of unvested shares will not have a significant impact on the company's financial status or harm the interests of shareholders [2]. Group 2: Stock Option Incentive Plan - The adjustment of the exercise price for the 2024 stock option incentive plan complies with relevant laws and regulations, and the process is legal and compliant [3]. - The first exercise period conditions for the 2024 stock option incentive plan were not met, leading to the cancellation of 938,750 stock options due to performance targets not being achieved and the departure of four incentive recipients [3]. - The cancellation of stock options is within the authorization granted by the shareholders' meeting and will not significantly impact the company's financial status or harm the interests of shareholders [3].
宁水集团: 监事会关于2024年员工持股计划和2024年股票期权激励计划相关事项的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:02
Summary of Key Points Core Viewpoint - The supervisory board of Ningbo Water Meter (Group) Co., Ltd. has conducted a thorough review of the 2024 Employee Stock Ownership Plan and the 2024 Stock Option Incentive Plan, confirming that the adjustments and actions taken are in compliance with relevant laws and regulations, and do not adversely affect the company's financial status or shareholder interests. Group 1: Employee Stock Ownership Plan - The adjustments to the 2024 Employee Stock Ownership Plan are in accordance with the Company Law and relevant guidelines, with a legal and effective review process [1] - The revisions will not have a significant impact on the company's financial condition or operational results, nor will they harm the interests of the company and all shareholders [1][2] Group 2: Stock Option Incentive Plan - The conditions for unlocking the first phase of the 2024 Employee Stock Ownership Plan were not met, leading to the planned repurchase and cancellation of 1,737,250 shares [2] - The adjustment of the exercise price for the 2024 Stock Option Incentive Plan complies with relevant laws and regulations, with a legal and compliant review process [2][3] - Due to unmet performance targets, a total of 938,750 stock options will be canceled, which is legally valid and does not negatively impact the company's financial status or shareholder interests [3]
宁水集团: 北京市竞天公诚律师事务所上海分所关于宁波水表(集团)股份有限公司调整2024年员工持股计划相关事项的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 16:52
Core Viewpoint - The legal opinion letter addresses the adjustments to the 2024 employee stock ownership plan of Ningbo Water Meter (Group) Co., Ltd., confirming that the adjustments comply with relevant laws and regulations [1][11]. Group 1: Legal Framework and Compliance - The legal opinion is based on various laws including the Company Law, Securities Law, and specific guidelines for employee stock ownership plans [2][4]. - The law firm conducted thorough verification of documents provided by the company, ensuring their authenticity and completeness [3][4]. - The adjustments to the employee stock ownership plan have received necessary approvals and are in line with legal requirements [7][12]. Group 2: Adjustments to the Employee Stock Ownership Plan - The company plans to adjust the performance assessment criteria for the employee stock ownership plan, specifically regarding the handling of equity in cases where performance targets are not met [7][11]. - The performance targets for unlocking stock rights are set at a minimum revenue growth rate of 8% for 2024 and 13% for 2025, based on the average revenue of 2022 and 2023 [8][10]. - The adjustments also include changes in the management structure of the employee stock ownership plan, such as the cancellation of the supervisory board's role and the delegation of responsibilities to the remuneration and assessment committee [10][11].
宁水集团: 北京市竞天公诚律师事务所上海分所关于宁波水表(集团)股份有限公司2024年员工持股计划部分股票回购注销相关事项的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 16:52
Core Viewpoint - The legal opinion letter issued by Beijing Jingtian Gongcheng Law Firm Shanghai Branch confirms the compliance of Ningbo Water Meter (Group) Co., Ltd.'s stock repurchase and cancellation related to the 2024 employee stock ownership plan with relevant laws and regulations [1][9]. Group 1: Employee Stock Ownership Plan - The company is repurchasing and canceling part of the stock related to the 2024 employee stock ownership plan due to the failure to meet performance assessment targets for the first unlocking period [6][9]. - The first unlocking period is set to occur 12 months after the last transfer of the target stocks to the employee stock ownership plan, with a performance growth target of at least 8% for 2024 [7]. - The second unlocking period will occur 24 months after the last transfer, with a performance growth target of at least 13% for 2025 [7]. Group 2: Repurchase Details - The company plans to repurchase 1,737,250 shares at a price of 6.80 yuan per share, which corresponds to the original investment amount plus interest [5][8]. - Following the repurchase, the total share capital is expected to decrease from 201,699,184 shares to 199,961,934 shares [8]. - The repurchase and cancellation process has been approved by the necessary internal procedures and is awaiting shareholder meeting approval [6][9]. Group 3: Legal Compliance - The legal opinion confirms that the repurchase and cancellation of shares do not harm the interests of the company or its shareholders and comply with the Company Law, Securities Law, and relevant self-regulatory guidelines [9][11]. - The company is required to complete the necessary registration and capital reduction procedures following the approval from the shareholders' meeting [12].
宁水集团: 第九届监事会第四次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:39
Group 1 - The company held its ninth supervisory board's fourth meeting on August 27, 2025, which complied with relevant laws and regulations [1][2] - The supervisory board approved adjustments to the 2024 employee stock ownership plan, changing the method of equity disposal in case of unmet performance targets [1][2] - The company will repurchase and cancel 1,737,250 shares that did not unlock due to unmet performance targets in the 2024 employee stock ownership plan [2][3] Group 2 - The supervisory board approved the adjustment of the exercise price for the 2024 stock option incentive plan from 11.41 yuan to 11.21 yuan per share [4][5] - The board confirmed that the adjustment of the exercise price complies with relevant regulations and does not harm the interests of the company and its shareholders [4][5] - The board also approved the cancellation of 938,750 stock options due to unmet performance targets and the departure of some incentive recipients [5][6] Group 3 - The company prepared its 2025 semi-annual report and summary, which accurately reflects its operational results and financial status for the first half of 2025 [6][7] - The supervisory board found that the report's preparation and review process complied with all relevant regulations and internal management systems [6][7] - The board approved a special report on the storage and actual use of raised funds for the first half of 2025, confirming compliance with regulations and no misuse of funds [8]
宁水集团: 关于召开2025年第二次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-29 16:39
Group 1 - The company, Ningbo Water Meter (Group) Co., Ltd., has announced the date for its second extraordinary general meeting of shareholders, which will be held on September 15, 2025 [2][4] - The meeting will adopt a combination of on-site and online voting methods, with the online voting system provided by the Shanghai Stock Exchange [2][3] - Shareholders must register to attend the meeting, with specific documentation required for different types of shareholders [4][5] Group 2 - The agenda for the meeting includes several proposals, including the non-cumulative voting proposal and the proposal regarding the repurchase and cancellation of unvested shares [1][6] - The company has set the record date for shareholders eligible to attend the meeting as September 8, 2025 [3][4] - The meeting will take place at the company's administrative conference room located at 358 Beihai Road, Jiangbei District, Ningbo [2][4]