证券代码：688020 证券简称：方邦股份 公告编号：2025-038 广州方邦电子股份有限公司 关于 2022 年股票期权激励计划 2025 年第二季度 自主行权结果暨股份变动的公告 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、准确性和完整性依法承担法律责任。 重要内容提示： 本次行权数量： 1、广州方邦电子股份有限公司（以下简称"公司"）2022 年股票期权激励 计划（以下简称"本激励计划"）首次授予股票期权第一个行权期可行权数量为 85.40 万份，实际可行权期为 2023 年 7 月 14 日-2025 年 7 月 10 日（行权日须为 交易日）。2025 年 4 月 1 日至 2025 年 6 月 30 日期间，累计行权并完成股份过 户登记数量为 73,750 股。截至 2025 年 6 月 30 日，累计行权并完成股份过户登 记数量 573,748 股，占本期可行权额度 85.40 万股的 67.18%。 2、本激励计划预留授予股票期权第一个行权期可行权数量为 22.35 万份， 实际可行权期为 2024 年 7 月 31 日至 2026 ...

Core Points - The company has approved a differentiated cash dividend distribution plan for the fiscal year 2024, with a cash dividend of 0.18676 RMB per share [1][2][5] - The total cash dividend to be distributed is estimated at 15 million RMB (including tax), based on a total share capital of 80,317,265 shares after deducting shares in the repurchase account [2][3] - The dividend distribution plan was approved at the annual shareholders' meeting held on May 9, 2025 [1][2] Dividend Distribution Details - The cash dividend will be distributed to all shareholders registered by the end of the trading day on the equity registration date [1][3] - The reference price for ex-dividend trading will be calculated based on the formula: (previous closing price - cash dividend) / (1 + change in circulating shares ratio), with the circulating shares ratio being 0 as there are no changes in circulating shares [3][4] - The company will not implement any other forms of distribution, such as stock dividends or capital reserve transfers [2][3] Tax Implications - For individual shareholders holding shares for more than one year, the cash dividend is exempt from personal income tax, resulting in a net distribution of 0.18676 RMB per share [5][6] - For shares held for less than one year, the company will not withhold personal income tax at the time of distribution, but tax obligations will be calculated based on the holding period [6][7] - Qualified foreign institutional investors (QFII) will have a 10% withholding tax applied, resulting in a net cash dividend of 0.16808 RMB per share [7][8]

Meeting Overview - The fourth meeting of the fourth Supervisory Board of Guangzhou Fangbang Electronics Co., Ltd. was held on June 13, 2025, with all three supervisors present, including one participating via telecommunication [1] Stock Option Cancellation - The Supervisory Board approved the cancellation of 437,500 stock options due to 13 initial grant recipients and 3 reserved grant recipients leaving or about to leave the company, and the second exercise period not meeting the exercise conditions [1] - The cancellation will not significantly impact the company's financial status or operational results, nor will it harm the interests of the company and shareholders, especially minority shareholders [1] Stock Option Exercise Conditions - The Supervisory Board confirmed the legality and validity of the exercise qualifications for 46 eligible incentive recipients, stating that the performance assessment results are compliant and genuine [2] - The exercise conditions for the first grant's second exercise period have been met, and the exercise arrangements comply with relevant laws and regulations [2] Adjustment of Incentive Plan Prices - The Supervisory Board agreed to adjust the relevant equity prices of the 2022 stock option incentive plan and the 2024 restricted stock incentive plan, in light of the company's proposed 2024 profit distribution plan [3]

Core Viewpoint - The legal opinion letter from Guangdong Xinda Law Firm confirms that Guangzhou Fangbang Electronics Co., Ltd. has obtained necessary approvals for the adjustment, cancellation, and exercise of stock options under its incentive plans, ensuring compliance with relevant regulations and protecting the interests of the company and its shareholders [4][16]. Summary by Sections 1. Legal Opinion and Authorization - Guangdong Xinda Law Firm has been appointed as a special legal advisor for the implementation of the 2022 and 2024 stock incentive plans [1]. - The firm confirms that all necessary procedures for the adjustment, cancellation, and exercise of stock options have been duly followed and authorized [4][16]. 2. Adjustment of Stock Option Prices - The adjustment of stock option prices is based on the company's profit distribution plan, which includes a cash dividend of 1.8676 yuan per 10 shares [6][9]. - The adjusted exercise price for the 2022 stock option plan is 33.6273 yuan per share, down from 33.8141 yuan, while the adjusted grant price for the 2024 plan is 25.7532 yuan per share, down from 25.94 yuan [9][10]. 3. Cancellation of Stock Options - The cancellation of stock options is due to the departure of 13 incentive targets who no longer qualify, resulting in the cancellation of 214,000 stock options and 34,000 reserved options [10][16]. - A total of 437,500 stock options are to be canceled as per the board's resolution [10][16]. 4. Conditions for Exercising Stock Options - The second exercise period for the stock options will end on July 10, 2025, and the conditions for exercising these options have been met as of the date of the legal opinion [11][16]. - The company has achieved the necessary performance targets, with 2023 revenue reported at 345 million yuan, which is below the target but meets the conditions for the exercise of options [12][14]. 5. Information Disclosure - The company is required to disclose relevant documents related to the adjustments, cancellations, and exercises in accordance with applicable laws and regulations [15][16].

Core Viewpoint - The report discusses the achievement of the exercise conditions for the stock option incentive plan of Guangzhou Fangbang Electronics Co., Ltd., highlighting the approval and compliance with relevant regulations [4][6][15]. Summary by Sections Definitions - The report defines key terms related to the stock option incentive plan, including "incentive objects," "exercise price," and "exercise conditions" [1][3]. Approval Process - The approval process for the 2022 stock option incentive plan involved multiple resolutions from the board and supervisory committee, confirming that the plan is beneficial for the company's sustainable development and does not harm shareholder interests [5][6][7]. Exercise Conditions - The report outlines the conditions that must be met for the exercise of stock options, including company performance metrics and individual performance assessments [11][12][13]. Specifics of the Stock Option Grant - The first grant of stock options occurred on July 11, 2022, with a total of 1.92 million options granted at an exercise price of 34 yuan per option. The second exercise period is set to begin 36 months after the grant date [7][14]. Performance Metrics - The company has set specific performance targets for 2023, including a revenue target of at least 600 million yuan, which is necessary for the full exercise of options [11][12]. Conclusion - The independent financial advisor concludes that the conditions for the second exercise period have been met, and all necessary approvals have been obtained, ensuring compliance with relevant laws and regulations [15].

Core Viewpoint - The company has announced adjustments to the exercise price of its 2022 stock option incentive plan and the grant price of its 2024 restricted stock incentive plan due to a dividend distribution, ensuring compliance with relevant regulations and maintaining shareholder interests [1][8][9] Summary by Relevant Sections 1. Adjustment Details - The exercise price for the 2022 stock option plan has been adjusted from 33.8141 CNY per share to 33.6273 CNY per share [1][8] - The grant price for the 2024 restricted stock plan has been adjusted from 25.94 CNY per share to 25.7532 CNY per share [1][8] 2. Approval Procedures - The company’s board and supervisory board have reviewed and approved the adjustments, confirming that all necessary internal procedures were followed [4][8][9] - Independent directors and the supervisory board have provided opinions affirming that the adjustments do not harm the interests of the company or its shareholders [8][9] 3. Impact of Adjustments - The adjustments are in accordance with the "Management Measures for Equity Incentives of Listed Companies" and will not have a substantial impact on the company's financial status or operational results [8][9] 4. Legal Opinions - The legal counsel has concluded that the adjustments have followed necessary internal decision-making processes and comply with relevant regulations, ensuring no detriment to the company or its shareholders [9]

Core Viewpoint - The company has decided to cancel a total of 437,500 stock options due to the departure of certain incentive recipients and unmet performance conditions for the second exercise period of the reserved stock options [1][4][5] Summary by Sections Approval Procedures and Disclosure - The company held meetings to review and approve the stock option incentive plan and its related matters, ensuring compliance with relevant regulations and obtaining necessary authorizations [1][2][3] Cancellation of Stock Options - The cancellation includes 214,000 stock options from 13 departing incentive recipients and 34,000 from 3 reserved recipients, as well as 189,500 stock options from 12 remaining recipients due to unmet performance targets for the second exercise period [4][5] Impact on the Company - The cancellation of stock options is in accordance with the relevant regulations and will not have a significant impact on the company's financial status or operational results, nor will it affect the stability of the management team [4][5] Opinions from Committees - Both the Compensation and Assessment Committee and the Supervisory Board agree that the cancellation aligns with the company's incentive plan and does not harm the interests of shareholders, particularly minority shareholders [5][6] Legal Opinion - The legal opinion confirms that the necessary authorizations and approvals for the cancellation have been obtained, and the actions taken are in compliance with applicable laws and regulations [6]

Group 1 - The company announced the implementation of the second exercise period for the 2022 stock option incentive plan, which will adopt a self-exercise method [1][2] - A total of 640,000 stock options are available for exercise, with 43 eligible participants [2] - The exercise price is set at 33.6273 yuan per option, subject to adjustments based on corporate actions [2] Group 2 - The exercise period for the second tranche is from July 11, 2025, to July 9, 2027, with the options becoming tradable on the second trading day after the exercise date [2] - The company will disclose changes in stock option participants, important parameter adjustments, and the status of self-exercise in regular reports or temporary announcements [3]

证券代码：688020 证券简称：方邦股份 公告编号：2025-033 广州方邦电子股份有限公司 关于注销部分股票期权的公告 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、准确性和完整性依法承担法律责任。 广州方邦电子股份有限公司（以下简称"公司"）于 2025 年 6 月 13 日召开 第四届董事会第五次会议、第四届监事会第四次会议，审议通过了《关于注销部 分股票期权的议案》。鉴于公司《2022 年股票期权激励计划（草案）》（以下 简称"《激励计划（草案）》"或"本激励计划"）首次授予的 13 名和预留授 予的 3 名激励对象已离职或即将离职，及预留授予第二个行权期未达行权条件， 其已获授但尚未行权的 43.75 万份股票期权应由公司注销。现将有关事项说明如 下： 象有关的任何异议。2022 年 6 月 8 日，公司披露了《监事会关于 2022 年股票期 权激励计划首次授予激励对象名单的审核意见及公示情况说明》。 3、2022 年 6 月 13 日，公司 2022 年第二次临时股东大会审议通过了《关于 公司<2022 年股票期权激励计划（草案）>及其摘 ...

重要内容提示： 广州方邦电子股份有限公司（以下简称"公司"）于 2025 年 6 月 13 日召开 第四届董事会第五次会议、第四届监事会第四次会议，审议通过了《关于调整 2022 年股票期权激励计划与 2024 年限制性股票激励计划相关权益价格的议案》， 现将有关事项说明如下： 一、2022 年股票期权激励计划与 2024 年限制性股票已履行的相关审批程序 （一）2022 年股票期权激励计划已履行的相关审批程序 证券代码：688020 证券简称：方邦股份 公告编号：2025-035 广州方邦电子股份有限公司 关于调整 2022 年股票期权激励计划与 2024 年限制性 股票激励计划相关权益价格的公告 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、准确性和完整性依法承担法律责任。 1、2022 年 5 月 27 日，公司召开第三届董事会第五次会议，审议通过了《关 于公司<2022 年股票期权激励计划（草案）>及其摘要的议案》《关于公司<2022 年股票期权激励计划实施考核管理办法>的议案》《关于提请股东大会授权董事 会办理股权激励相关事宜的议案》以及《关于 ...