奥比中光科技集团股份有限公司 2025 年第二次临时股东会会议资料 奥比中光科技集团股份有限公司 2025 年第二次临时股东会会议资料 奥比中光科技集团股份有限公司 2025 年第二次临时股东会会议资料目录 | 2025 | 年第二次临时股东会会议须知 1 | | | --- | --- | --- | | 2025 | 年第二次临时股东会会议议程 3 | | | 议案一： | 关于新增 2025 年度日常关联交易预计的议案 | 5 | | 议案二： | 关于修订《公司章程》的议案 | 6 | | 议案三： | 关于制定《董事和高级管理人员薪酬管理制度》的议案 | 7 | | 议案四： | 关于修订《会计师事务所选聘制度》的议案 | 8 | 证券代码：688322 证券简称：奥比中光 奥比中光科技集团股份有限公司 2025 年第二次临时股东会会议资料 2025 年 6 月 奥比中光科技集团股份有限公司 2025 年第二次临时股东会会议资料 奥比中光科技集团股份有限公司 2025 年第二次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会的正常秩序及议事效率，保证大会 的顺利进行，根据《中华人民共和国公 ...

Group 1 - The company held its 15th meeting of the second board of directors on June 6, 2025, where several key resolutions were passed [1][2][4][8][9] - The board approved the proposal for new daily related transactions for the year 2025, with a total expected amount not exceeding RMB 170 million [17][22] - The board also approved the achievement of the second vesting period conditions for the 2022 restricted stock incentive plan, allowing 1,098,840 shares to vest for 120 eligible participants [4][49][64] Group 2 - The company decided to cancel 965,910 shares of previously granted but unvested restricted stock due to 25 participants leaving the company and performance criteria not being met [6][29][36] - The board approved amendments to the company's articles of association to enhance decision-making efficiency, which will be submitted for special resolution at the upcoming shareholder meeting [8][47] - A new compensation management system for directors and senior management was approved to ensure stable governance and protect shareholder interests [9][10] Group 3 - The company plans to hold its second extraordinary general meeting of 2025 on June 23, 2025, to discuss the approved proposals [10][14] - The company has established a long-term cooperative relationship with related parties for daily transactions, which are essential for its normal business operations [23][24] - The company emphasizes that the pricing of related transactions will be based on market prices and will not harm the interests of shareholders, especially minority shareholders [24][25]

Core Viewpoint - The report discusses the achievement of the second vesting conditions for the 2022 restricted stock incentive plan of Aobi Zhongguang Technology Group Co., Ltd. and the cancellation of certain unvested restricted stocks due to various reasons [1][9]. Group 1: Incentive Plan Overview - The 2022 restricted stock incentive plan was approved by the company's board on December 14, 2022, and the first grant date was set for February 6, 2023, with a grant price of 12.25 yuan per share [3][7]. - The plan includes specific performance conditions that must be met for the restricted stocks to vest, including company revenue growth targets [10][12]. Group 2: Vesting Conditions Achievement - As of June 6, 2025, the conditions for the second vesting period have been met, with 120 eligible participants and a total of 1,098,840 shares available for vesting [9][12]. - The company achieved a revenue of 564 million yuan in 2024, representing a growth rate of approximately 61.25% compared to 2022, thus meeting the performance criteria for the vesting [10][12]. Group 3: Cancellation of Restricted Stocks - A total of 965,910 shares were canceled due to participants leaving the company or not meeting performance criteria, with 686,700 shares canceled due to 25 participants who left [9][10]. - The remaining shares were canceled due to performance evaluations, where only one participant did not meet the required performance level [10][12]. Group 4: Independent Financial Advisor Opinion - The independent financial advisor confirms that the necessary procedures and disclosure obligations have been fulfilled regarding the vesting conditions and stock cancellations, in compliance with relevant regulations [12][13].

Core Viewpoint - The company, 奥比中光科技集团股份有限公司, is undergoing a review process for its newly proposed daily related transactions for the year 2025, which have been approved by various internal committees and are awaiting shareholder approval [1][2][16]. Group 1: Daily Related Transactions Overview - The company held a board meeting on June 3, 2025, where the proposal for new daily related transactions was reviewed and approved by the audit committee [1]. - An independent director meeting on June 5, 2025, also unanimously approved the proposal before it was submitted to the board [1]. - The board meeting on June 6, 2025, saw the proposal approved with non-related directors voting in favor, while the related director abstained from voting [2]. Group 2: Expected Amounts and Categories of Transactions - The expected amounts for the new daily related transactions are detailed in a table, with figures presented in millions of RMB [2]. - The transactions primarily involve sales of products and goods to related parties, adhering to market pricing principles [15]. Group 3: Previous Transaction Performance - The expected amount for related transactions in 2024 was 82 million RMB, while the actual amount realized was approximately 44.64 million RMB, indicating a significant variance [4]. - The variance was attributed to delays in customer orders from the related party, 蚂蚁集团 [4]. Group 4: Related Parties and Their Background - The related parties include 蚂蚁科技集团股份有限公司 and its subsidiaries, which are all operational and capable of fulfilling their obligations [4][6][8][10][12][14]. - The companies involved have substantial registered capital and are engaged in various technology and consulting services [4][5][7][9][11][13]. Group 5: Necessity and Impact of Related Transactions - The new daily related transactions are deemed necessary for the company's business development and operational needs, facilitating collaboration and market position enhancement [15]. - The pricing of these transactions will be fair and based on market rates, ensuring no harm to the interests of the company or its shareholders [15][16]. - The company maintains stable long-term relationships with related parties, indicating the ongoing nature of these transactions [15]. Group 6: Sponsor's Review Opinion - The sponsor, 中国国际金融股份有限公司, has reviewed the proposed transactions and found that the decision-making process aligns with legal and regulatory requirements, ensuring no adverse impact on the company's independence or shareholder interests [16].

Core Viewpoint - The company has decided to cancel a total of 965,910 restricted shares that were granted but not yet vested under its 2022 Restricted Stock Incentive Plan due to certain conditions not being met [1][10]. Group 1: Decision and Process - The company held its 15th meeting of the second board on June 6, 2025, where the resolution to cancel the unvested restricted shares was approved [1]. - The decision follows the procedures outlined in the "Management Measures for Equity Incentives of Listed Companies" and the "2022 Restricted Stock Incentive Plan (Draft)" [1][10]. - The company had previously disclosed relevant information regarding the incentive plan in various media outlets, ensuring compliance with disclosure requirements [2][6]. Group 2: Details of Canceled Shares - The cancellation includes 686,700 shares due to 25 individuals no longer qualifying as incentive recipients because of their departure from the company [9]. - Additionally, 279,210 shares were canceled due to performance assessments not meeting the required standards, with the company achieving a revenue of 564 million yuan in 2024, a growth rate of approximately 61.25% compared to 2022 [9][10]. - The total number of canceled shares amounts to 965,910, which will not impact the company's financial status or operational results significantly [10]. Group 3: Compliance and Opinions - The board's remuneration and assessment committee confirmed that the cancellation of the shares complies with relevant regulations and does not harm the interests of the company or its shareholders [10]. - Legal opinions from Beijing Jin Du (Shenzhen) Law Firm and independent financial advisory reports affirm that the necessary approvals and disclosures have been obtained for the cancellation [11].

Core Viewpoint - The company aims to enhance its corporate governance structure by establishing clear guidelines for independent directors, ensuring their independence and effectiveness in protecting the interests of all shareholders, particularly minority shareholders [1][2][3]. Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2]. - They are obligated to act in good faith and diligence, participating in decision-making, supervision, and providing professional advice to safeguard the company's overall interests [2][3]. Group 2: Qualifications and Independence Requirements - Independent directors must meet specific qualifications, including having at least five years of relevant experience and a good personal reputation [4][5]. - The proportion of independent directors on the board must be at least one-third, with at least one being a professional accountant [5][6]. Group 3: Nomination and Election Process - The nomination and election of independent directors must be conducted in a lawful and standardized manner, with proposals submitted by the board or shareholders holding at least 1% of voting rights [9][10]. - Detailed information about independent director candidates must be disclosed before the shareholder meeting to ensure informed voting [10][11]. Group 4: Rights and Obligations of Independent Directors - Independent directors have special rights, including the ability to hire external consultants and propose meetings to address significant issues [14][15]. - They are required to provide independent opinions on matters that may harm the company or minority shareholders' interests [14][15]. Group 5: Performance Evaluation and Reporting - Independent directors must conduct annual self-assessments of their independence and submit reports to the board, which will also evaluate their independence [5][12]. - They are required to submit annual performance reports detailing their attendance and participation in meetings, as well as their interactions with minority shareholders [12][13]. Group 6: Support and Resources for Independent Directors - The company must provide necessary working conditions and support for independent directors, ensuring they have access to relevant information and resources [13][14]. - Independent directors should be compensated appropriately for their responsibilities, and the company may establish a liability insurance system to mitigate risks associated with their duties [15].

Core Viewpoint - The company has established a comprehensive system for the selection and appointment of accounting firms to ensure the quality of audit work and financial information, in compliance with relevant laws and regulations [1][2][12]. Group 1: Selection and Appointment Process - The selection and appointment of accounting firms must be approved by the audit committee and subsequently by the board of directors and shareholders [1][3]. - The audit committee is responsible for proposing the selection process, evaluating candidates, and submitting recommendations to the board [6][7]. - The selection process should be competitive and fair, utilizing various methods such as competitive negotiation and public selection [3][4]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications, relevant licenses, and a good record of professional quality [2][5]. - The evaluation criteria for accounting firms include audit fees, qualifications, quality management, and resource allocation, with a minimum weight of 40% for quality management [5][6]. Group 3: Audit Fees and Adjustments - Audit fees are determined by the shareholders and can be adjusted based on factors like inflation and changes in business complexity [6][10]. - If audit fees decrease by 20% or more compared to the previous year, the company must disclose the reasons and details in its reports [6][10]. Group 4: Supervision and Evaluation - The audit committee is tasked with supervising the performance of the appointed accounting firms and must submit annual evaluation reports to the board [10][33]. - The company must maintain thorough documentation of the selection and evaluation processes for at least ten years [11][12]. Group 5: Termination and Replacement Procedures - The company must notify accounting firms 20 days in advance before termination or non-renewal of their services, allowing them to present their case [8][9]. - Specific conditions warranting the replacement of accounting firms include quality deficiencies, delays in audit work, or loss of qualifications [8][9].

Core Viewpoint - The company aims to establish a scientific and effective compensation management system for its directors and senior management to enhance work motivation and improve operational efficiency [1][2]. Compensation Management Principles - The compensation system follows three basic principles: 1. Combination of strategic promotion and long-term incentives 2. Combination of internal fairness and external competitiveness 3. Combination of performance-based pay and salary distribution based on capability [1][3]. Compensation Review and Approval - The Compensation and Assessment Committee of the Board is responsible for formulating and reviewing the compensation policies and plans for directors and senior management [2][3]. - Compensation plans for directors must be approved by the Board and submitted for shareholder meeting approval before implementation [2][3]. Compensation Standards - Independent directors receive allowances, while non-independent directors receive compensation based on their roles and performance evaluations [2][3]. - Senior management compensation is determined based on specific positions and relevant assessment criteria [2][3]. Compensation Adjustment - The compensation system for directors and senior management should adapt to the company's operational strategy and changing business conditions [3][4]. - Adjustments are based on industry salary growth, regional salary levels, inflation, and the company's actual performance [3][4]. Additional Provisions - The compensation system will comply with national laws and regulations, and any conflicts with existing laws will be resolved in favor of the latter [5]. - The system will take effect after approval by the shareholders' meeting and will be subject to modification under the same process [5].

Meeting Information - The shareholder meeting is scheduled for June 23, 2025, at 14:30 [1] - The meeting will be held at Orbbec Technology Building, Shenzhen [1] - Voting will be conducted through both on-site and online methods [1] Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholder meeting voting system [1] - Voting will be available from 9:15 to 15:00 on the day of the meeting [1] - Specific voting procedures for margin trading and other accounts are outlined in the relevant regulations [2] Shareholder Rights - Each A-share has five votes, while each B-share has one vote, but for certain resolutions, both types will have equal voting rights [4] - The resolutions require a two-thirds majority of the voting rights present at the meeting for approval [4] Attendance and Registration - Shareholders must register by the close of trading on June 18, 2025, to attend the meeting [8] - Registration can be done in person at the designated office with necessary identification [9] - Proxy representation is allowed, and specific documentation is required for both the shareholder and the proxy [9][11] Additional Information - Shareholders are responsible for their own travel and accommodation expenses [11] - Contact information for the company is provided for any inquiries regarding the meeting [11]

Group 1 - The board's compensation and assessment committee has verified the list of eligible participants for the second vesting period of the 2022 restricted stock incentive plan [1] - A total of 120 eligible participants meet the qualifications as per the Company Law, Securities Law, and the company's articles of association [1] - The conditions for the first grant of the second vesting period have been fulfilled according to the incentive plan [1] Group 2 - The board's compensation and assessment committee has approved the list of participants for the second vesting period of the incentive plan [2]