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开普云: 关于调整公司2025年股票期权激励计划行权价格的公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
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].
开普云: 2025年股票期权激励计划预留授予激励对象名单
Zheng Quan Zhi Xing· 2025-08-24 16:13
计未超过本激励计划提交股东大会审议时公司股本总额的 20%,预留权益比例未超过本激励计划拟授 予权 益数量的 20%。 开普云信息科技股份有限公司董事会 开普云信息科技股份有限公司 一、股票期权计划预留授予部分的分配情况 占本次授 占本激励计划 获授的股票期 姓名 国籍 职务 予权益总 公告时公司股 权数量(万股) 数的比例 本总额的比例 董事会认为需要激励的其他人员(5 人) 30.00 100.00% 0.44% 合计 30.00 100.00% 0.44% 注:1、上述任何一名激励对象通过全部在有效期内的股权激励计划获授的本公司股票,累计不超过 本 计划提交股东大会审议时公司股本总额的 1%,公司全部有效期内的股权激励计划所涉及的标的股票总 数累 ...
开普云: 董事、高级管理人员提前终止减持计划暨减持股份结果公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
证券代码:688228 证券简称:开普云 公告编号:2025-050 开普云信息科技股份有限公司 董事、高级管理人员提前终止减持计划暨减持股份 结果公告 一、减持主体减持前基本情况 (1)严妍 本公司董事会、全体董事及相关股东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: ? 减持主体持有公司股份的基本情况 本次减持计划实施前,开普云信息科技股份有限公司(以下简称"公司"、 "开普云")董事兼总经理严妍女士直接持有公司股份 105,000 股,占公司当前 总股本的 0.1555%;公司副总经理兼董事会秘书马文婧女士直接持有公司股份 直接持有公司股份 28,000 股,占公司当前总股本的 0.0415%;公司副总经理王 瑛先生直接持有公司股份 28,000 股,占公司当前总股本的 0.0415%;公司副总 经理、核心技术人员杨春宇先生直接持有公司股份 40,200 股,占公司当前总股 本的 0.0595%。上述主体无一致行动人。 上述董事、高级管理人员直接持有公司股份来源均为公司 2022 年限制性股 票激励计划已获归属的股票, ...
开普云: 关于公司股东协议转让公司股份、受让方不谋求控制权及放弃部分表决权暨权益变动的提示性公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
证券代码:688228 证券简称:开普云 公告编号:2025-048 开普云信息科技股份有限公司 关于公司股东协议转让公司股份、受让方不谋求控制 权及放弃部分表决权暨权益变动的提示性公告 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。 重要内容提示: ? 开普云信息科技股份有限公司(以下简称"公司")拟通过支付现金的 方式购买深圳市金泰克半导体有限公司(以下简称"深圳金泰克")持有的南宁 泰克半导体有限公司(以下简称"南宁泰克")70%股权(以下简称"本次现金 收购"),深圳金泰克将其存储产品业务的经营性资产转移至南宁泰克。本次现 金交易完成后,公司将取得南宁泰克暨深圳金泰克存储产品业务全部资产的控股 权。同时,公司拟以发行股份的方式购买深圳金泰克持有的南宁泰克 30%股权并 募集配套资金(以下简称"本次发行股份购买资产"),该交易以本次现金交易 完成为前提。 ? 汪敏、东莞市政通计算机科技有限公司(以下简称"东莞政通")、北京 卿晗文化传播有限公司(以下简称"北京卿晗")、刘轩山拟通过协议转让方式 分别将其持有的公司 4, ...
开普云: 第三届监事会第二十三次临时会议决议公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
Core Viewpoint - The company is planning a significant asset acquisition involving the purchase of a 70% stake in 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: Meeting Details - The third session of the Supervisory Board's 23rd temporary meeting was held on August 22, 2025, with all three supervisors present, and the meeting was deemed legal and effective [1]. - The meeting's resolutions were passed unanimously with 3 votes in favor, 0 against, and 0 abstentions [2][3]. Group 2: Asset Acquisition Proposal - The company intends to acquire 70% of Nanning Taike's equity by paying cash, with the operational assets of the storage product business being transferred to Nanning Taike [2][3]. - The final transaction price will be based on an evaluation report from a qualified asset appraisal agency, and the transaction is expected to be a major asset restructuring [2][3]. Group 3: Share Issuance and Fundraising - The company plans to issue shares to acquire an additional 30% stake in Nanning Taike and raise matching funds, contingent upon the completion of the cash acquisition of the 70% stake [3][4]. - The total amount of funds raised will not exceed 100% of the transaction price for the share issuance [5][10]. Group 4: Regulatory Compliance - The Supervisory Board confirmed that the proposed transactions comply with relevant laws and regulations, including the Company Law and the Major Asset Restructuring Management Measures [2][4][14]. - The transactions are classified as related party transactions due to the shareholding changes post-acquisition [13][14]. Group 5: Stock Issuance Details - The share issuance price is set at 52.64 yuan per share, not lower than 80% of the average trading price over the previous 20 trading days [6][10]. - The shares issued for fundraising will be subject to a lock-up period of 6 to 36 months, depending on the duration of the asset holding prior to subscription [8][11]. Group 6: Future Steps and Conditions - The resolutions are valid for 12 months from the date of submission to the shareholders' meeting for approval [3][12]. - The company will hold a shareholders' meeting to approve the final transaction price and the number of shares to be issued after the asset evaluation is completed [10][12].
开普云: 关于向公司2025年股票期权激励计划激励对象授予预留部分股票期权的公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
Core Viewpoint - The company has announced the grant of reserved stock options as part of its 2025 stock option incentive plan, with a total of 300,000 shares to be granted on August 25, 2025, representing 0.44% of the company's total share capital [1][4]. Group 1: Stock Option Grant Details - The reserved stock option grant date is set for August 25, 2025 [1]. - A total of 300,000 stock options will be granted to 5 incentive objects, with an exercise price of 57.689 yuan per share [4][19]. - The stock options are part of the company's 2025 stock option incentive plan, which has been approved by the board and the shareholders [2][19]. Group 2: Approval and Compliance - The company has completed all necessary approval procedures and disclosed relevant information regarding the stock option incentive plan [2][3]. - The board and supervisory committee have verified the list of incentive objects and confirmed compliance with the conditions set forth in the incentive plan [6][16]. - The incentive plan adheres to the regulations of the Shanghai Stock Exchange and relevant laws [19]. Group 3: Performance Conditions - The stock options will have a waiting period of 12 to 24 months before they can be exercised [8][10]. - The performance assessment for the stock options will be based on the company's financial performance in the years 2025 and 2026, with specific targets for revenue and net profit [10][11]. - If the performance targets are not met, the stock options will be canceled and not carried over to future years [12][13]. Group 4: Financial Impact and Accounting - The company will recognize the stock option expenses in accordance with accounting standards, estimating the impact on net profit over the years [17][18]. - The fair value of the stock options will be calculated using the Black-Scholes model, and the costs will be amortized over the vesting period [17][18].
开普云: 上海荣正企业咨询服务(集团)股份有限公司关于开普云信息科技股份有限公司2025年股票期权激励计划预留授予事项之独立财务顾问报告
Zheng Quan Zhi Xing· 2025-08-24 16:13
Core Viewpoint - The independent financial advisor report indicates that the stock option incentive plan for 2025 of Kaipu Cloud has received necessary approvals and is in compliance with relevant laws and regulations, ensuring fair treatment for shareholders and the company's sustainable operation [6][12]. Group 1: Stock Option Incentive Plan Overview - The stock option incentive plan allows designated individuals to purchase a certain number of shares at a predetermined price and conditions [1]. - The plan has been approved by the company's board and supervisory committee, with the first grant date set for April 25, 2025, involving 1.2 million stock options at an exercise price of 57.84 yuan per share [5]. - A subsequent grant date of August 25, 2025, is established for an additional 300,000 stock options at an adjusted exercise price of 57.689 yuan per share [5][6]. Group 2: Approval and Compliance - The approval process for the incentive plan included multiple resolutions passed by the board and supervisory committee, ensuring all necessary checks and balances were adhered to [3][4]. - The independent financial advisor conducted a thorough review of the plan, confirming that all documents provided by the company were accurate and complete [2][6]. Group 3: Conditions and Performance Metrics - The stock options are subject to specific performance conditions, including financial metrics based on revenue and net profit targets for the years 2025 and 2026 [10][11]. - The performance targets are set at 115% of the base for revenue and 103% for net profit in the first exercise period, with further increases in the second period [10][11]. Group 4: Impact on Financials - The implementation of the stock option plan is expected to have implications for the company's financial status and operating results, which will be measured according to accounting standards [12].
开普云: 第三届独立董事专门会议2025年第一次会议决议公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
Core Viewpoint - The company is planning a significant asset acquisition involving the purchase of a 70% stake in 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: Transaction Details - The company intends to acquire 70% of Nanning Taike's equity by transferring operational assets related to storage products from Jintaike to Nanning Taike [1][2]. - The final transaction price will be determined based on an evaluation report from a qualified asset appraisal agency, and the transaction is subject to the completion of audit and assessment work [2][3]. - The board of directors has unanimously approved the acquisition proposal, with all three independent directors voting in favor [2][3][4]. Group 2: Financing and Share Issuance - The company plans to issue shares to acquire an additional 30% stake in Nanning Taike, contingent upon the successful completion of the cash acquisition of the 70% stake [3][5]. - The share issuance will involve a non-public offering to no more than 35 specific investors, with the total amount raised not exceeding 100% of the transaction price for the share acquisition [5][10]. - The share price for the issuance will be set at no less than 80% of the average trading price over the previous 20 trading days prior to the pricing date [6][10]. Group 3: Regulatory Compliance - The board has confirmed that the transaction complies with relevant laws and regulations, including the Company Law and the Major Asset Restructuring Management Measures [4][12]. - The transaction is classified as a related party transaction due to the potential for Jintaike to hold over 5% of the company's shares post-transaction [12][13]. - The company has established confidentiality measures and ensured the completeness and compliance of the legal documents related to the transaction [15][20].
688228,重大资产重组,周一复牌
Shang Hai Zheng Quan Bao· 2025-08-24 15:38
Group 1 - The core point of the article is that Kaipu Cloud (688228) has announced a transaction plan to acquire 70% of Nanning Taike Semiconductor Co., Ltd. in cash and 30% through share issuance, aiming to enhance its AI hardware and software integration layout [2][3][5] - The transaction is expected to create a win-win situation for both parties, allowing Kaipu Cloud to quickly enhance its high-performance storage capabilities in the AI infrastructure sector, while the counterparty, Jintai Semiconductor Co., Ltd., can enter the secondary market [3][12] - Kaipu Cloud's stock was suspended from trading on August 11 and is set to resume on August 25, with a notable stock price increase of 3.95% to 65.8 yuan per share on August 8, resulting in a total market capitalization of 4.443 billion yuan [3][6] Group 2 - The transaction is anticipated to constitute a significant asset restructuring, with Nanning Taike's revenue projected to exceed 50% of Kaipu Cloud's total revenue in 2024, meeting the criteria for major asset restructuring [6][10] - The financial data indicates that Nanning Taike's projected revenue for 2024 is 2.366 billion yuan, while Kaipu Cloud's net profits for 2023, 2024, and the first half of 2025 are expected to be 41.15 million yuan, 20.59 million yuan, and 3.78 million yuan, respectively [6][10] - The storage products from Jintai are crucial for AI infrastructure, particularly in high-performance storage applications for AI computing servers, highlighting the technological innovation and high barriers to entry in the storage industry [10][11] Group 3 - Kaipu Cloud's main business includes software development and hardware sales, focusing on AI large models, AI content security, smart energy, and smart governance, aiming to become a full-stack AI product service provider in the era of AGI [11] - The transaction will also involve a share transfer agreement where Kaipu Cloud's controlling shareholder and others will transfer a total of 20.73% of shares to Wugufen Deng Semiconductor Partnership, with a transfer price of 52.64 yuan per share, totaling 737 million yuan [13][14] - Following the share transfer, Wugufen Deng will hold over 5% of Kaipu Cloud's shares, making it a potential related party, thus classifying the transaction as a related party transaction [12][14]
开普云拟购买南宁泰克70%股权;炬芯科技上半年归母净利润同比增长123.19%丨公告精选





Mei Ri Jing Ji Xin Wen· 2025-08-24 13:48
Mergers and Acquisitions - Kaipu Cloud plans to acquire 70% equity of Nanning Taike Semiconductor Co., Ltd. through cash payment, with the transaction price yet to be determined. The counterparty, Shenzhen Jintaike, intends to transfer its operational assets related to storage products to Nanning Taike. The company's stock will resume trading on August 25 [1] Performance Disclosure - Juchip Technology reported a 60.12% year-on-year increase in revenue for the first half of 2025, reaching 449 million yuan, with a net profit attributable to shareholders of 91.3754 million yuan, up 123.19%. The company plans to distribute a cash dividend of 1 yuan per 10 shares (tax included) [2] - Zhonggang Tianyuan announced a revenue of 1.517 billion yuan for the first half of 2025, a 16.94% increase year-on-year, with a net profit attributable to shareholders of 147 million yuan, up 43.07%. The company plans to distribute a cash dividend of 0.6 yuan per 10 shares (tax included) [3] - Taihe Co., Ltd. reported a revenue of 2.413 billion yuan for the first half of 2025, a 23.15% year-on-year increase, with a net profit attributable to shareholders of 182 million yuan, up 72.2%. The company plans to distribute a cash dividend of 2 yuan per 10 shares (tax included) [4] Shareholding Changes - Juchip Technology announced that shareholders Xi'an Zhongke plan to reduce their holdings by no more than 300,000 shares, Xigao Investment by no more than 127,600 shares, and Wang Donghui by no more than 2.6958 million shares, totaling a maximum reduction of 3.48% of the company's total equity [5] - Ailon Technology announced that its controlling shareholder and chairman Zhang Yinhua plans to reduce his holdings by no more than 1 million shares, accounting for 1.30% of the total equity, while chairman and general manager Xu Li plans to reduce his holdings by no more than 300,000 shares, accounting for 0.39% of the total equity [6] - Tiancheng Technology announced that shareholder Qingxun Electronics plans to reduce its holdings by no more than 119,000 shares, accounting for 0.1% of the total equity [7] Risk Events - China Railway reported a construction accident at the Qianzhazhuang Yellow River Bridge, resulting in 12 fatalities and 4 missing persons. The incident occurred during the installation of auxiliary steel beams, and the cause is currently under investigation [8]