Group 1 - The company has conducted a review of the list of incentive recipients for the 2025 stock option incentive plan, ensuring compliance with relevant laws and regulations [1][2] - The review confirmed that the selected incentive recipients meet the criteria set forth in the company's incentive plan draft and applicable regulations [2] - The company plans to grant 300,000 stock options to 5 incentive recipients on August 25, 2025, with an exercise price of 57.689 yuan per share [2] Group 2 - The monitoring committee outlined specific disqualifications for incentive recipients, including recent inappropriate designations by the stock exchange or regulatory bodies, and legal restrictions [1] - The committee's opinion supports the alignment of the incentive recipients with the standards approved in the company's first extraordinary general meeting of 2025 [2]

Core Viewpoint - The company plans to acquire 70% of the equity of Nanning Taike Semiconductor Co., Ltd. from Shenzhen Jintaike Semiconductor Co., Ltd. through cash payment, which is expected to constitute a major asset restructuring [1][2][3]. Group 1: Major Asset Purchase - The company intends to purchase 70% of the equity of Nanning Taike from Jintaike, with the operational assets of Jintaike's storage products business being transferred to Nanning Taike [1][2][3]. - The final transaction price will be determined based on an evaluation report from a qualified asset appraisal agency, and the transaction is expected to be a major asset restructuring [2][3][4]. Group 2: Issuance of Shares - The company plans to issue shares to acquire an additional 30% of Nanning Taike's equity and raise matching funds, contingent upon the completion of the cash acquisition of the 70% stake [4][5]. - The issuance of shares will be priced at no less than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing date [7][11]. Group 3: Related Transactions - The acquisition of the 70% stake constitutes a related transaction, as the controlling shareholder and related parties will transfer shares to a new entity that will hold over 5% of the company's shares post-transaction [15][16]. - The company has conducted a thorough self-examination and believes the transaction complies with relevant laws and regulations [5][16]. Group 4: Approval and Voting Results - The board of directors approved the major asset purchase and share issuance with a voting result of 6 votes in favor, 0 against, and 2 abstentions [2][5][14]. - The resolutions are valid for 12 months from the date of submission to the shareholders' meeting for approval [3][10][12].

Core Points - The company has decided not to hold a shareholders' meeting to review the proposed transaction due to incomplete audit and evaluation work [2] - The company plans to acquire a 70% stake in Nanning Taike Semiconductor Co., Ltd. from Shenzhen Jintaike Semiconductor Co., Ltd. through cash payment and a 30% stake through share issuance [1] - The transaction involves the transfer of operational assets related to storage products from Shenzhen Jintaike to Nanning Taike [1] Summary by Sections - **Transaction Details** - The company intends to purchase 70% of Nanning Taike's equity for cash and 30% through share issuance, along with raising supporting funds [1] - The operational assets of Shenzhen Jintaike's storage products business will be transferred to Nanning Taike as part of the transaction [1] - **Meeting and Approval Process** - The board of directors has decided to postpone the shareholders' meeting until the necessary audit and evaluation work is completed [2] - Once the audit and evaluation are finalized, the board will reconvene to review the transaction and follow legal procedures for the shareholders' meeting [2]

Summary of Key Points Core Viewpoint - The company, Kaipu Cloud Information Technology Co., Ltd., is planning a major asset acquisition by purchasing a 70% stake in Nanning Taike Semiconductor Co., Ltd. from Shenzhen Jintaike Semiconductor Co., Ltd. This transaction is part of the company's strategy to expand its business into the semiconductor storage sector, enhancing its competitive position in the market. Group 1: Transaction Overview - The transaction involves a cash payment for the acquisition of 70% equity in Nanning Taike, which will also include the transfer of operational assets related to storage products [9][10]. - The final transaction price will be determined based on an evaluation report from a qualified asset appraisal agency, which is yet to be completed [11][10]. - The company aims to enhance its business scope and competitiveness by integrating the storage product business into its existing operations [13][14]. Group 2: Impact on the Company - Post-transaction, Nanning Taike will become a subsidiary of the company, allowing it to diversify its offerings and strengthen its market influence [13][14]. - The acquisition is expected to improve the company's asset quality and increase total assets and revenue, thereby enhancing its operational capabilities [14]. - The company will not issue new shares for this transaction, ensuring that the existing equity structure remains unchanged [14][19]. Group 3: Regulatory and Approval Process - The transaction has received preliminary approval from the company's board and supervisory committee, but it still requires further approvals from shareholders and regulatory bodies [15][14]. - The company has committed to strict compliance with information disclosure obligations to protect the interests of all investors, particularly minority shareholders [18][19]. - The company will ensure that the transaction is fair and reasonable by engaging qualified auditing and appraisal firms to assess the assets involved [18][19].

Group 1 - The company is planning to acquire control of Shenzhen Jintaike Semiconductor Co., Ltd. or its storage business assets through a share issuance and/or cash payment [2][3] - The company's A-share stock was suspended from trading on August 9, 2025, due to the announcement of the major asset restructuring [2] - The stock is scheduled to resume trading on August 25, 2025, after the completion of relevant audit and evaluation work [3] Group 2 - The board of directors has approved several proposals related to the major asset acquisition and associated transactions [3] - The company will hold a shareholders' meeting to review the transaction proposals after the completion of the audit and evaluation [3] - The company will continue to fulfill its information disclosure obligations in accordance with relevant laws and regulations [3]

Core Viewpoint - The company is planning a significant asset restructuring involving the acquisition of Shenzhen Jintaike Semiconductor Co., Ltd. or its storage business assets, leading to a temporary suspension of its stock trading to ensure fair information disclosure and protect investor interests [1][2]. Group 1: Major Asset Restructuring - The company is in the process of planning a major asset restructuring, which includes the potential acquisition of Shenzhen Jintaike Semiconductor Co., Ltd. or its storage business assets [1]. - Due to the uncertainty surrounding this transaction, the company has applied for a stock suspension starting from August 11, 2025, to prevent abnormal fluctuations in its stock price [1]. Group 2: Shareholder Information - As of August 8, 2025, the company disclosed the shareholding status of its top ten shareholders, which includes Morgan Stanley & Co. International PLC [2]. - The announcement includes details on the number of shares held and the percentage of ownership for both the top ten shareholders and the top ten circulating shareholders [2].

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng (Shenzhen) Law Firm confirms that the company, Kape Cloud Information Technology Co., Ltd., has appropriately handled the cancellation of unvested restricted stock due to unmet performance conditions in its 2023 incentive plan [1][8]. Group 1: Legal Framework and Procedures - The legal opinion is based on relevant Chinese laws, including the Company Law and Securities Law, as well as specific regulations regarding stock incentive plans [2][3]. - The company has followed necessary procedures, including board meetings and shareholder approvals, to validate the incentive plan and the subsequent cancellation of stock [4][6]. Group 2: Performance Conditions and Stock Cancellation - A total of 219,800 shares of restricted stock were canceled due to the failure to meet performance conditions for the second vesting period and the first reserved period [8][10]. - The performance conditions were based on revenue and net profit growth compared to the audited figures from 2022, with specific target and trigger values set for evaluation [8][9]. Group 3: Disclosure Obligations - The company has fulfilled its disclosure obligations regarding the incentive plan and the cancellation of shares, ensuring compliance with relevant regulations [10]. - Future disclosures will continue to be required as the incentive plan progresses [10].

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng (Shenzhen) Law Firm confirms that the conditions for the third vesting period of the 2022 restricted stock incentive plan of Capcloud Information Technology Co., Ltd. have not been met, resulting in the cancellation of 322,500 shares of unvested restricted stock [1][10]. Group 1: Approval and Authorization - The company has followed necessary procedures for the incentive plan, including board and shareholder meetings to approve the plan and its amendments [4][5][6]. - The independent directors and supervisors have expressed their agreement with the implementation of the incentive plan [4][6]. Group 2: Details of the Cancellation - The cancellation involves 322,500 shares of restricted stock that were granted but not vested due to unmet performance conditions based on the company's revenue growth targets [8][9]. - The performance assessment criteria were based on the audited revenue from 2021, with specific growth rates set for subsequent years [8][9]. Group 3: Information Disclosure - The company is required to disclose the decisions made during the board meetings regarding the cancellation and must continue to fulfill its information disclosure obligations as per relevant regulations [9][10]. - The legal opinion confirms that the company has complied with the necessary disclosure requirements up to the date of the opinion [10].

证券代码：688228 证券简称：开普云 公告编号：2025-056 开普云信息科技股份有限公司 关于 2023 年限制性股票激励计划首次授予部分第二个归属 期及预留部分第一个归属期归属条件未成就并作废对应部 分股票的公告 本公司董事会及全体董事保证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。 开普云信息科技股份有限公司（以下简称"公司"）于 2025 年 8 月 22 日召开 的第三届董事会第二十六次临时会议、第三届监事会第二十三次临时会议审议通 过了《关于 2023 年限制性股票激励计划首次授予部分第二个归属期及预留部分 第一个归属期归属条件未成就并作废对应部分股票的议案》，具体情况如下： 一、公司 2023 年限制性股票激励计划基本情况 事会第七次临时会议，审议通过了《关于公司<2023 年限制性股票激励计划（草 案）>及其摘要的议案》《关于公司<2023 年限制性股票激励计划实施考核管理 办法>的议案》《关于核实公司<2023 年限制性股票激励计划首次授予激励对象 名单>的议案》等议案。公司监事会对本激励计划的相关事项进行核实并出具了 相关 ...

Core Viewpoint - The company has adjusted the exercise price of its 2025 stock option incentive plan following the completion of its 2024 annual profit distribution, ensuring compliance with relevant regulations and maintaining shareholder interests [1][6][7]. Group 1: Approval and Disclosure Procedures - The company held a board meeting and a supervisory board meeting on August 22, 2025, to approve the adjustment of the exercise price for the 2025 stock option incentive plan [1][2]. - The supervisory board verified the list of incentive recipients and provided relevant opinions on the plan [2][3]. - The company conducted a public disclosure process, during which no objections were raised by employees regarding the proposed incentive recipients [3][4]. Group 2: Details of the Stock Option Plan - The initial grant of stock options was approved for 120 recipients, with a total of 1.2 million stock options granted at an exercise price of 57.84 yuan per share [4]. - A subsequent meeting approved the grant of an additional 300,000 stock options to 5 recipients at an adjusted exercise price of 57.689 yuan per share [4][6]. Group 3: Adjustment Rationale and Impact - The adjustment of the exercise price was necessitated by the implementation of the profit distribution plan, which involved a cash dividend of 1.51 yuan per 10 shares, totaling approximately 9.997 million yuan [4][5]. - The adjustment method follows the formula P = P0 - V, ensuring that the new exercise price remains above 1 yuan [6]. - The adjustment is in accordance with the company's incentive plan and relevant regulations, and it is not expected to materially affect the company's financial status or operational results [6][7]. Group 4: Supervisory Board and Legal Opinions - The supervisory board supports the adjustment, confirming it aligns with legal and regulatory requirements and does not harm the interests of shareholders, particularly minority shareholders [6][7]. - Legal opinions affirm that the necessary approvals and disclosures have been met, ensuring compliance with the stock exchange rules and the incentive plan [7].