Group 1 - The company held its first extraordinary general meeting of shareholders on September 1, 2025, with no rejected proposals [2][3] - The meeting was conducted in accordance with the Company Law and the company's articles of association, combining on-site and online voting [3][4] - All directors and supervisors attended the meeting, ensuring a quorum was present [4] Group 2 - The following proposals were approved at the meeting: the 2025 Restricted Stock Incentive Plan, its management measures, and the authorization for the board to handle related matters [5][6][7] - The voting results indicated that proposals requiring special resolutions received over two-thirds approval, while ordinary resolutions received more than half [6][7] Group 3 - The company conducted a self-examination regarding insider trading related to the 2025 Restricted Stock Incentive Plan, confirming no insider trading occurred during the review period [9][10] - Three individuals were found to have trading records, but their actions were based on publicly available information, not insider information [10][11] Group 4 - The company announced the first grant of restricted stock on September 1, 2025, at a price of 22.06 yuan per share, granting a total of 2.64 million shares to 278 eligible participants [14][16][18] - The total number of shares granted represents approximately 2.2913% of the company's total share capital at the time of the plan's announcement [16][23] Group 5 - The company confirmed that the conditions for granting the restricted stock were met, with no disqualifying circumstances for either the company or the participants [19][21] - The board and supervisory committee verified the eligibility of the participants and the compliance of the granting process with relevant regulations [22][40] Group 6 - The company utilized the Black-Scholes model to calculate the fair value of the restricted stock, with parameters including a stock price of 29.23 yuan per share and a historical volatility of approximately 19.995% [30][31] - The estimated impact of the stock incentive plan on the company's financial performance will be assessed in accordance with accounting standards [31][32]

Core Viewpoint - Zhiyuan Huilian announced the approval of the proposal to grant restricted stock to incentive objects during the 17th meeting of the third supervisory board [2] Group 1 - The company held its 17th meeting of the third supervisory board on September 1 [2] - The meeting resulted in the approval of the proposal regarding the initial grant of restricted stock [2]

Group 1 - The core point of the article is that Zhiyuan Huilian announced the holding of its first extraordinary general meeting of shareholders in 2025 on September 1, 2025, to review and approve several proposals, including the authorization for the board of directors to handle matters related to the company's 2025 restricted stock incentive plan [2] Group 2 - The company is set to discuss the authorization of the board regarding the 2025 restricted stock incentive plan, indicating a strategic move to incentivize employees and align their interests with shareholders [2] - The announcement reflects the company's ongoing efforts to enhance its governance and incentivize performance through equity-based compensation [2] - The timing of the meeting and the proposals suggest a proactive approach by the company to engage shareholders and ensure alignment on future growth strategies [2]

Core Viewpoint - The company, Zhiyuan Huilian, announced the approval of a proposal to grant restricted stock to incentive targets during the 20th meeting of its third board of directors [2] Company Summary - The board meeting took place on the evening of September 1, where the proposal regarding the initial grant of restricted stock was reviewed and approved [2]

Group 1 - The board of directors of Beijing Zhiyuan Huilian Software Co., Ltd. held its 20th meeting of the third session on September 1, 2025, with all 7 directors present, confirming the meeting's legality and effectiveness [1][2] - The board approved the proposal to grant restricted stock to 278 eligible incentive recipients, with a total of 2.64 million shares to be granted at a price of 22.06 yuan per share, effective from September 1, 2025 [2]

Group 1 - The company held its 17th meeting of the third supervisory board on August 27, 2025, which was legally convened and valid [1] - The supervisory board approved the proposal for the initial grant of restricted stock to incentive objects, confirming that the company meets the qualifications for implementing the stock incentive plan [1][2] - The initial grant date for the incentive plan is set for September 1, 2025, with a grant price of 22.06 yuan per share for 2.64 million shares to 278 eligible incentive objects [2]

Meeting Overview - The shareholders' meeting was held on September 1, 2025, at a designated location in Beijing [1] - A total of 66 ordinary shareholders attended the meeting, holding 26,697,226 voting rights, which accounts for 24.1858% of the company's total voting rights [1] Voting Process - The meeting utilized a combination of on-site and online voting, presided over by Chairman Xu Shi, and complied with relevant laws and regulations [2] - The attendance included directors, supervisors, and the board secretary [2] Proposal Review - All proposals were approved during the meeting, with voting results indicating strong support from ordinary shareholders [3][4] - Specific voting results showed that for the first proposal, 26,436,538 votes (99.0467%) were in favor, with 246,245 votes (0.9226%) against [3] - The second proposal received 26,436,738 votes (99.0474%) in favor, with 245,245 votes (0.9188%) against [3] Legal Compliance - The meeting's procedures and voting processes were confirmed to be in accordance with the Company Law and other relevant regulations, ensuring the legality and validity of the resolutions made [5]

Core Viewpoint - The legal opinion confirms that the procedures for convening and holding the 2025 First Extraordinary General Meeting of Shareholders of Beijing Zhiyuan Huilian Software Co., Ltd. comply with relevant laws and regulations, ensuring the legality and validity of the resolutions made during the meeting [3][4][9]. Group 1: Meeting Procedures - The company’s board of directors made a resolution to convene the meeting and notified shareholders 15 days prior, in accordance with the company’s articles of association [3][4]. - The meeting was held at the designated location and time, with provisions for both on-site and online voting [4][6]. Group 2: Attendance and Voting - A total of 110,383,895 shares were eligible for voting, with 64 shareholders participating in online voting [5][6]. - All directors, supervisors, and senior management attended the meeting either in person or via communication methods [5][6]. Group 3: Voting Results - The proposals discussed included the 2025 Restricted Stock Incentive Plan, which received 99.0467% approval from the voting shareholders [6][7]. - Other proposals, such as the Employee Stock Ownership Plan and related management measures, also received significant support, with approval rates around 87% to 99% [8][9]. Group 4: Legal Conclusion - The legal opinion concludes that all aspects of the meeting, including the convening, attendance, and voting procedures, were in compliance with the Company Law and the company’s articles of association, rendering the resolutions legally valid [9].

Core Points - The report discusses the 2025 Restricted Stock Incentive Plan of Beijing Zhiyuan Huilian Software Co., Ltd, detailing the approval process and conditions for granting restricted stocks to selected employees [4][5][14] - The independent financial advisor confirms that the plan has been thoroughly reviewed and complies with relevant laws and regulations [2][14] Approval Process - The necessary approval procedures for the 2025 Restricted Stock Incentive Plan have been completed, including resolutions from the board and supervisory committee [5][6] - The plan was disclosed on the Shanghai Stock Exchange on August 26, 2025, confirming the approval of the incentive plan [5] Grant Conditions - Restricted stocks will only be granted if specific conditions are met, including the absence of negative audit opinions and compliance with legal regulations [6][7] - The independent financial advisor has verified that as of the report date, the company and its incentive recipients have not encountered any disqualifying circumstances [7][14] Grant Details - The initial grant date for the restricted stocks is set for September 1, 2025, with a grant price of 22.06 yuan per share for 264,000 shares to 278 recipients [6][8] - The total number of shares granted represents 2.2913% of the company's total share capital [8][11] Vesting Schedule - The incentive plan allows for the gradual vesting of shares over a maximum period of 60 months, with specific trading day restrictions [8][10] - The vesting schedule includes multiple phases, with shares vesting at designated intervals based on the fulfillment of conditions [10][11] Financial Impact - The independent financial advisor recommends that the company accurately reflect the impact of the stock incentive plan on its financial statements, adhering to accounting standards [13][14] - The potential dilution effect on existing shareholders should be communicated clearly [13]

证券代码：688369 证券简称：致远互联 公告编号：2025-042 北京致远互联软件股份有限公司 关于 2025 年限制性股票激励计划内幕信息知情人买 卖公司股票情况的自查报告 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。 北京致远互联软件股份有限公司（以下简称"公司"）于 2025 年 8 月 7 日 召开第三届董事会第十八次会议，审议通过了《关于公司<2025 年限制性股票激 励计划（草案）>及其摘要的议案》等议案，并于 2025 年 8 月 8 日在上海证券交 易所网站（www.sse.com.cn）披露了相关公告。 根据《上市公司股权激励管理办法》（以下简称"《管理办法》"）、《上 海证券交易所科创板股票上市规则》《科创板上市公司自律监管指南第 4 号—— 股权激励信息披露》等法律法规和规范性文件，公司对 2025 年限制性股票激励 计划（以下简称"本激励计划"）采取了充分必要的保密措施，同时对本激励计 划的内幕信息知情人进行了登记。公司通过向中国证券登记结算有限责任公司上 海分公司对本激励计划的内幕信息知情人 ...