Core Insights - Oat Technology (688312) reported a total revenue of 228 million yuan for the first half of 2025, representing a year-on-year increase of 32.09% [1] - The net profit attributable to shareholders reached 28.93 million yuan, up 18.67% year-on-year [1] - The second quarter alone saw a revenue of 133 million yuan, with a year-on-year growth of 31.42%, and a net profit of 26.42 million yuan, marking a significant increase of 64.39% [1] Financial Performance - The gross margin for the reporting period was 49.12%, a decrease of 2.86% year-on-year, while the net profit margin was 11.33%, down 13.66% year-on-year [1] - Total sales, management, and financial expenses amounted to 31.56 million yuan, accounting for 13.82% of revenue, which is an increase of 28.07% year-on-year [1] - Earnings per share (EPS) increased by 17.65% to 0.20 yuan, and operating cash flow per share surged by 272.87% to 0.48 yuan [1] Asset Management - The accounts receivable were notably high, with accounts receivable amounting to 145.73% of the net profit for the latest annual report [1][2] - The company's return on invested capital (ROIC) was 5.39% last year, indicating average capital returns, with a historical median ROIC of 10.83% since its listing [2] - The company has a healthy cash asset position, which is crucial for its debt repayment capabilities [2] Investment Interest - The largest fund holding Oat Technology is the Guoshou Anbao Yu'an Mixed A Fund, which holds 68,000 shares and has recently entered the top ten holdings [3] - The fund's current scale is 131 million yuan, with a net value of 1.2658 as of August 29, showing a year-on-year increase of 43.53% [3]

Core Viewpoint - The announcement details the second vesting period of the 2022 restricted stock incentive plan for Shenzhen Oat Technology Co., Ltd, confirming that the vesting conditions have been met for a total of 170,400 shares to 33 eligible participants [1][9][15]. Group 1: Incentive Plan Overview - The total number of restricted shares granted is 4 million, with 3.2 million shares (80%) for the initial grant and 800,000 shares (20%) reserved for future grants [1]. - The purchase price for the shares is set at 8.53 yuan per share [1]. - The incentive plan includes three vesting periods, with specific percentages of shares vesting at each period: 30% after 18 months, 30% after 30 months, and 40% after 42 months for the initial grant [1][3]. Group 2: Performance Assessment Criteria - The performance assessment for the incentive plan will occur annually from 2023 to 2025, with specific revenue growth targets: 20% for 2023, 30% for 2024, and 40% for 2025, based on the average revenue from 2020 to 2022 [2][3]. - If the performance targets are not met, all shares planned for vesting in that year will be canceled [3]. Group 3: Vesting Conditions and Compliance - The second vesting period for the reserved shares has been confirmed, with 33 eligible participants meeting the necessary conditions [9][10]. - The vesting conditions include a minimum tenure of 12 months for participants and compliance with company performance targets [10][12]. - The board has verified that the vesting conditions for the reserved shares have been met, allowing for the vesting of 170,400 shares [12][15]. Group 4: Legal and Regulatory Compliance - The company has received necessary approvals and authorizations for the adjustments and vesting of the restricted shares, ensuring compliance with relevant laws and regulations [15][16]. - The legal opinion confirms that the adjustments and vesting conditions align with the company's articles of association and applicable laws [15][16].

Core Viewpoint - Shenzhen Oat Technology Co., Ltd. has announced adjustments to the grant prices of its restricted stock incentive plans for 2022 and 2023, reducing the grant price from 9.02 CNY to 8.53 CNY for 2022 and from 5.61 CNY to 5.12 CNY for 2023 [1][10]. Group 1: Adjustment Details - The grant price for the 2022 restricted stock incentive plan has been adjusted from 9.02 CNY per share to 8.53 CNY per share [1][10]. - The grant price for the 2023 restricted stock incentive plan has been adjusted from 5.61 CNY per share to 5.12 CNY per share [1][10]. - The adjustments were made in accordance with the company's incentive plan regulations, considering factors such as capital increases and dividend distributions [9][10]. Group 2: Decision-Making Process - The board of directors and the supervisory board have reviewed and approved the adjustments, ensuring compliance with relevant laws and regulations [1][10]. - Independent directors provided opinions affirming that the adjustments are beneficial for the company's sustainable development and do not harm the interests of shareholders [1][10]. - The supervisory board has verified the eligibility of the incentive recipients and the conditions for granting the stock [8][10]. Group 3: Impact and Legal Opinions - The adjustments to the grant prices are not expected to have a substantial impact on the company's financial status and operational results [10]. - Legal opinions confirm that the adjustments and related matters have received the necessary approvals and comply with applicable laws and regulations [11].

Core Points - The company has reviewed the list of 33 eligible individuals for the second vesting period of the 2022 restricted stock incentive plan, confirming their qualifications under relevant laws and regulations [1][2] - A total of 170,400 shares of restricted stock will be granted to the 33 eligible individuals, which complies with legal and regulatory requirements and does not harm the interests of the company and its shareholders [2] Summary by Sections - **Eligibility Review**: The board's remuneration and assessment committee has verified that 33 individuals meet the qualifications for the incentive plan, while 12 individuals were disqualified due to resignation [1] - **Stock Grant Details**: The committee has approved the vesting of 170,400 shares of restricted stock to the eligible individuals, ensuring compliance with all relevant laws and regulations [2]

Core Points - The company has reviewed and approved the list of 27 incentive recipients for the 2023 restricted stock incentive plan, confirming their eligibility under relevant laws and regulations [1][2] - A total of 235,762 shares of restricted stock will be granted to the approved recipients, which aligns with legal and regulatory requirements and does not harm the interests of the company and its shareholders [2] Summary by Sections - **Eligibility and Compliance** - The 27 incentive recipients meet the qualifications set forth by the Company Law, Securities Law, and other relevant regulations, confirming their legal and effective status as recipients of the incentive plan [1] - **Stock Allocation** - The total number of restricted shares to be granted is 235,762, which complies with all applicable laws and regulations [2]

| 深圳市他山企业管理咨询有限公司 | | | --- | --- | | 关于深圳市燕麦科技股份有限公司 | | | 预留授予部分第一个归属期符合归属条件事项的 | | | 独立财务顾问报告 | | | 二〇二五年八月 | | | 目 录 | | | 深圳市他山企业管理咨询有限公司 | 独立财务顾问报告 | | 释 义 | | | 除非上下文文意另有所指，下列词语具有如下含义： | | | 燕麦科技、公司 指 | 深圳市燕麦科技股份有限公司 | | 深圳市燕麦科技股份有限公司 | 2023 年限制性股票激励 | | 本激励计划 指 | | | 计划 | | | 《深圳市燕麦科技股份有限公司 | 2023 年限制性股票激 | | 《股权激励计划（草案）》 指 | | | 励计划（草案）》 | | | 《深圳市他山企业管理咨询有限公司关于深圳市燕麦 | | | 科技股份有限公司 2023 | 年限制性股票激励计划调整事 | | 独立财务顾问报告、本报告 指 | | | 项及预留授予部分第一个归属期符合归属条件事项的 | | | 独立财务顾问报告》 | | | 限制性股票、第二类限制性 | 满足归属条件后，按本激 ...

Core Viewpoint - Shenzhen Oat Technology Co., Ltd. has announced the first vesting period of its 2023 restricted stock incentive plan, confirming that the conditions for vesting have been met for a total of 23.5762 million shares [1][12][18] Summary by Sections Incentive Plan Overview - The total number of restricted stocks granted is 3.021524 million shares, with 2.55 million shares for the first grant (84.39%) and 471524 shares reserved (15.12%) [1] - The purchase price for the restricted stocks is set at 5.12 yuan per share [1][11] Vesting Arrangement - The first vesting period for the initial grant is from the first trading day after 16 months to the last trading day within 28 months [2] - The second vesting period for the initial grant is from the first trading day after 28 months to the last trading day within 40 months [2] - The first vesting period for the reserved grant is from the first trading day after 12 months to the last trading day within 24 months [2] - The second vesting period for the reserved grant is from the first trading day after 24 months to the last trading day within 36 months [2] Performance Assessment - The performance assessment for the first vesting period requires a revenue growth rate of no less than 10% for 2024 based on 2023 revenue [3][5] - Alternatively, a net profit growth rate of no less than 15% for 2024 based on 2023 net profit is also acceptable [3] - The performance assessment for the second vesting period requires a revenue growth rate of no less than 20% for 2025 based on 2023 revenue [5] - Alternatively, a net profit growth rate of no less than 30% for 2025 based on 2023 net profit is also acceptable [5] Compliance and Approval - The board of directors and the supervisory board have approved the incentive plan and confirmed that the vesting conditions have been met for the reserved grant [12][18] - A total of 27 individuals are eligible for the reserved grant, with the vesting conditions confirmed [12][18] Financial Reporting and Accounting - The company will account for the stock-based compensation in accordance with relevant accounting standards, using the Black-Scholes model to determine the fair value of the restricted stocks [17] - The company will adjust the expected number of vested shares based on changes in eligible individuals and the completion of vesting conditions [17]

法律意见书 关于深圳市燕麦科技股份有限公司 第二个归属期归属条件成就、部分限制性股票作废以及 第一个归属期归属条件成就相关事项的 法律意见书 中国广东深圳市福田区益田路 6001 号太平金融大厦 11、12 楼 邮编：518038 电话（Tel）：（0755）88265288 传真（Fax）：（0755）88265537 法律意见书 法律意见书 | 释义 | | | | --- | --- | --- | | 在本法律意见书内，除非文义另有所指，下列简称和词语具有以下含义： | | | | 深圳市燕麦科技股份有限公司 | 公司 指 | | | 符合 | | 2022 年激励计划、2023 年激励计划授予条件的激励对象，在 | | 指 | 限制性股票 | 满足相应归属条件后分次获得并登记的公司股票，为第二类限制性 | | 股票 | | | | 根据 | | 2022 年激励计划、2023 年激励计划的相关规定获得限制性股 | | 指 | 激励对象 | | | 票的人员 | | | | 公司 | | 2022 年激励计划以及 2023 年激励计划授予价格（含预留授予） | | 指 | 本次调整 | | | 的调整 ...

Core Points - The board of directors of Shenzhen Oat Technology Co., Ltd. held its second meeting of the fourth session on August 28, 2025, to review and approve the 2025 semi-annual report and other related matters [1][2][3] Group 1: Board Meeting and Resolutions - The board confirmed that the preparation and review process of the 2025 semi-annual report complied with relevant laws and regulations, accurately reflecting the company's financial status and operational results [1][2] - All resolutions were unanimously approved by the attending directors, with no votes against or abstentions [2][5] - The board also confirmed that the use of raised funds complied with regulatory requirements and that there were no violations regarding the use of these funds [2][3] Group 2: Stock Incentive Plans - The board approved adjustments to the grant prices of the 2022 and 2023 restricted stock incentive plans, ensuring compliance with relevant regulations and not harming the interests of the company and its shareholders [4][5] - The board agreed to cancel certain unvested restricted stocks from the 2022 incentive plan, which aligns with regulatory requirements [5][6] - The board confirmed that the vesting conditions for certain restricted stocks from both the 2022 and 2023 plans had been met, allowing for the vesting of 170,400 shares and 235,762 shares respectively [5][6] Group 3: Cash Management - The board approved an adjustment to the cash management limit for temporarily idle raised funds, ensuring that this would not negatively impact the company's operations or investment projects [6][8] - The board emphasized that the cash management practices would enhance the efficiency and returns of the raised funds [6][8]

Core Viewpoint - The company has confirmed the use of temporarily idle raised funds for cash management and increased the cash management limit, ensuring that it does not affect the normal operation of its fundraising investment plans [1][3][4]. Fundraising Basic Situation - The company completed its initial public offering (IPO) of RMB ordinary shares on June 2, 2020, with all funds raised amounting to a total of RMB 300 million [1]. Previous Use of Idle Funds - On April 22, 2025, the company approved the use of up to RMB 30 million of temporarily idle raised funds for cash management, with a maximum investment period of 12 months [2]. Current Confirmation and Increase of Cash Management Limit - The company acknowledged that from April 22, 2025, to August 28, 2025, the balance of idle funds used for cash management exceeded the board's authorized limit, reaching a maximum of RMB 56.5 million, which is RMB 26.5 million over the authorized limit [2][3]. - On August 28, 2025, the company held a board meeting to confirm the excess use of idle funds and proposed to increase the cash management limit while maintaining the same investment period [3][4]. Impact on Company Operations - The increase in cash management limits has not adversely affected the company's daily operations or the progress of fundraising investment projects, ensuring no harm to shareholder interests [4][5]. Special Opinion Statement - The board believes that the confirmation of the cash management limit will enhance the efficiency of fund usage and increase returns for the company and its shareholders [4][5]. Sponsor's Verification Opinion - The sponsor, Huatai United Securities, has verified that the increase in cash management limits complies with relevant regulations and has not caused any significant adverse effects on the company's operations or fundraising projects [4][5].