证券代码：688307 证券简称：中润光学 公告编号：2025-043 嘉兴中润光学科技股份有限公司 2024 年限制性股票激励计划第一个归属期归属结果 暨股票上市公告 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： 根据中国证券监督管理委员会、上海证券交易所、中国证券登记结算有限责 任公司上海分公司相关业务规定，嘉兴中润光学科技股份有限公司（以下简称"公 司"）于近日收到中国证券登记结算有限责任公司上海分公司出具的《证券变更登 记证明》，公司完成了 2024 年限制性股票激励计划第一个归属期的股份登记工作。 现将有关情况公告如下： 一、本次限制性股票归属的决策程序及相关信息披露 （1）2024 年 8 月 9 日，公司第二届董事会第三次会议审议通过了《关于<2024 年限制性股票激励计划（草案）>及其摘要的议案》《关于<2024 年限制性股票激 励计划实施考核管理办法>的议案》《关于提请公司股东大会授权董事会办理公司 2024 年限制性股票激励计划有关事项的议案》。 同日，公司第二届监事会第三次会议审议通 ...

嘉兴中润光学科技股份有限公司公告2024年限制性股票激励计划第一个归属期归属结果及股票上市情 况。本次归属激励对象95人，归属股份77.4万股，占获授限制性股票数量的40%，股票来源为向激励对 象定向发行A股普通股。归属股票将于2025年9月17日上市流通，上市流通股数77.4万股。本次归属后公 司股本总数由8800万股增至8877.4万股，控股股东及实际控制人未变。天健会计师事务所已完成验资， 归属未对公司最近一期财务状况及经营成果构成重大影响。 ...

证券代码：688307 证券简称：中润光学 公告编号：2025-042 嘉兴中润光学科技股份有限公司 关于变更签字会计师的公告 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。 嘉兴中润光学科技股份有限公司（以下简称"公司"）于 2025 年 3 月 28 日召开了第二届董事会第七次会议，于 2025 年 4 月 18 日召开了 2024 年年度股 东大会，审议通过了《关于续聘 2025 年度会计师事务所的议案》，同意聘请天 健会计师事务所（特殊普通合伙）（以下简称"天健所"）为公司 2025 年度财 务报表及内部控制审计机构。具体内容详见公司于 2025 年 3 月 29 日在上海证券 交易所网站（www.sse.com.cn）披露的《关于续聘 2025 年度会计师事务所的公 告》（公告编号 2025-008）。 近日，公司收到天健所送达的《关于变更签字注册会计师的函》，现将相关 变更情况告知如下： 一、本次签字会计师变更的基本情况 天健所作为公司 2025 年度财务报表和 2025 年末财务报告内部控制审计机 构，原委派韦 ...

Core Viewpoint - Zhongrun Optics (688307) reported a revenue increase of 29.73% year-on-year for the first half of 2025, with a total revenue of 250 million yuan and a net profit of 20.56 million yuan, reflecting a modest growth of 0.98% [1] Financial Performance - Total revenue for the first half of 2025 reached 250 million yuan, up from 192 million yuan in the same period of 2024, marking a 29.73% increase [1] - Net profit attributable to shareholders was 20.56 million yuan, slightly up from 20.36 million yuan, indicating a 0.98% growth [1] - The second quarter alone saw a revenue of 138 million yuan, a 21.69% increase year-on-year, with a net profit of 10.27 million yuan, up 10.69% [1] - The gross profit margin was 32.33%, down 0.94% from the previous year, while the net profit margin decreased by 19.64% to 8.52% [1] - Total operating expenses (sales, management, and financial expenses) amounted to 30.07 million yuan, accounting for 12.04% of revenue, an increase of 3.9% year-on-year [1] Balance Sheet Highlights - Cash and cash equivalents increased significantly by 149.81% to 405 million yuan [1] - Accounts receivable rose by 16.82% to 93.99 million yuan, with accounts receivable to net profit ratio reaching 175.92% [1][3] - Interest-bearing liabilities decreased by 38.16% to 14.93 million yuan [1] Shareholder Metrics - Earnings per share remained stable at 0.23 yuan, while the operating cash flow per share dropped significantly by 69.93% to 0.24 yuan [1] - Book value per share increased by 3.11% to 9.74 yuan [1] Business Model and Market Position - The company's return on invested capital (ROIC) was reported at 4.97%, indicating a relatively weak capital return [2] - Historical data shows a median ROIC of 10.03% since the company went public, with the lowest ROIC recorded at 4.12% in 2023 [1][2] - The company relies heavily on research and development for its business performance, necessitating further investigation into the underlying drivers of this model [2]

Group 1 - The company Zhongrun Optical (688307.SH) reported a total operating revenue of 250 million yuan for the first half of 2025, representing a year-on-year increase of 29.73% [1] - The net profit attributable to shareholders of the parent company was 20.5646 million yuan, showing a year-on-year growth of 0.98% [1] - The basic earnings per share were 0.23 yuan, and the company proposed a cash dividend of 1 yuan (including tax) for every 10 shares to all shareholders [1]

Group 1 - The core purpose of the foreign exchange hedging business is to mitigate risks associated with exchange rate fluctuations due to the company's expanding overseas operations and increasing foreign currency transactions [1][2] - The company plans to conduct foreign exchange hedging transactions involving various currencies, primarily including the US dollar, to protect against exchange rate risks [1][2] - The total amount for the foreign exchange hedging business is capped at 20 million USD or equivalent foreign currency, with a validity period of 12 months from the board's approval [2][5] Group 2 - The company will only engage with qualified financial institutions approved by regulatory authorities for foreign exchange hedging transactions, ensuring low counterparty risk [3][4] - A comprehensive risk management framework has been established, including internal controls and procedures to minimize operational risks associated with foreign exchange hedging [3][4] - The company will continuously monitor market prices and assess the risk exposure of foreign exchange derivatives, reporting any anomalies to management [3][4] Group 3 - The foreign exchange hedging business is aligned with the company's operational needs and aims to enhance financial stability without harming the interests of shareholders [4][6] - The board and audit committee have approved the foreign exchange hedging proposal, confirming that it meets the company's business development requirements [5][6] - The company has developed a management system for foreign exchange hedging, detailing principles, approval authority, and risk handling procedures [4][6]

Core Viewpoint - The legal opinion letter addresses the adjustments to the grant price, the achievement of the first vesting period conditions, and the cancellation of certain restricted stocks for Jiaxing Zhongrun Optical Technology Co., Ltd's 2024 restricted stock incentive plan [4][16]. Group 1: Approval and Authorization - The company has fulfilled the necessary approvals and authorizations for the adjustments, vesting, and cancellation matters related to the incentive plan [10][12]. - The relevant proposals include the adjustment of the grant price, the management measures for the implementation of the incentive plan, and the authorization for the board of directors to handle related matters [10][11]. Group 2: Adjustment Details - The adjustment of the grant price is due to the cash dividend distribution of 0.1 yuan per share (including tax) for the first half of 2024, leading to a new grant price of 9.91 yuan per share after adjustments [12][13]. - The adjustment method follows the formula: P = P0 - V, where P is the adjusted price, P0 is the original price, and V is the dividend per share [13]. Group 3: Vesting Conditions - The first vesting period is defined as the period from the grant date to the last trading day within 24 months, starting from August 26, 2024 [14]. - The conditions for vesting have been confirmed as met, including no negative audit opinions and compliance with legal regulations [14][15]. Group 4: Cancellation of Restricted Stocks - The company has confirmed that 6,500 restricted stocks granted to four individuals who have left the company will be canceled, as they no longer meet the criteria for incentive participants [16]. - This cancellation aligns with the regulations outlined in the management measures and the incentive plan [16].

Core Viewpoint - The company has announced the achievement of the first vesting period for its 2024 restricted stock incentive plan, allowing for the vesting of 774,000 shares to 95 eligible participants [1][8][12]. Group 1: Stock Incentive Plan Details - The total number of restricted stocks granted under the plan is 1,935,000 shares, representing 2.1989% of the company's total share capital of 88 million shares [1][2]. - The grant price for the restricted stocks is set at 9.91 yuan per share [1][13]. - The vesting schedule includes three periods: 40% after 12 months, 30% after 24 months, and 30% after 36 months from the grant date [2][3]. Group 2: Performance and Vesting Conditions - The performance targets for the first vesting period require a net profit of no less than 50 million yuan for the year 2024 [3][10]. - The cumulative net profit targets for subsequent periods are set at 115 million yuan for 2024-2025 and 195 million yuan for 2024-2026 [3][10]. - Individual performance assessments will determine the vesting ratio, categorized into four levels: A, B, C, and D, with A and B allowing for 100% vesting [4][11]. Group 3: Approval and Compliance - The plan was approved by the company's board and supervisory committee, with no objections raised during the public disclosure period [5][6]. - The board confirmed that the vesting conditions for the first period have been met, with a unanimous vote in favor [8][9]. - The supervisory committee has also verified that the incentive plan complies with relevant laws and regulations [12][15].

Core Viewpoint - The company announced adjustments to the 2024 restricted stock incentive plan, including changes to the grant price and the cancellation of certain unvested restricted stocks due to the departure of some incentive targets [1][4][6]. Group 1: Decision Process and Disclosure - The company held meetings of the board and supervisory committee to review and approve the incentive plan adjustments, ensuring compliance with legal and regulatory requirements [1][2][3]. - The supervisory committee verified the incentive plan details and issued relevant opinions, confirming no objections were raised during the public notice period [2][3]. Group 2: Reasons and Results of Adjustments - The adjustments were necessitated by the company's profit distribution plan, which included a cash dividend of 0.1 yuan per share, leading to a recalibration of the stock grant price [4][5]. - The adjusted grant price for the restricted stock is set at 9.91 yuan per share, down from the previous 10.36 yuan per share, after accounting for the dividend distribution [5]. Group 3: Impact of Adjustments - The adjustments to the grant price and the cancellation of certain restricted stocks are not expected to materially affect the company's financial status or operational results, nor will they impact the stability of the management team [5][6]. - The supervisory committee supports the adjustments, affirming that they align with relevant laws and regulations, and do not harm the interests of the company or its shareholders [6]. Group 4: Legal Opinions - The legal opinion from Beijing Kangda Law Firm confirms that the adjustments to the incentive plan have received necessary approvals and comply with relevant regulations [6].

Core Points - The company has reviewed the list of eligible participants for the first vesting period of the 2024 restricted stock incentive plan and confirmed that 95 out of the original participants meet the necessary qualifications [2][3] - Four participants were disqualified due to resignation, but the remaining 95 participants are deemed to have valid qualifications under relevant laws and regulations [2] - The total number of restricted shares to be vested for these eligible participants is 774,000 shares, which complies with all applicable legal and regulatory requirements [2]