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 ...

Core Points - The company has conducted a review of the list of incentive recipients for the 2025 Restricted Stock Incentive Plan, confirming compliance with relevant laws and regulations [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 allocated to 278 eligible recipients [2] Group 1 - The review by the Supervisory Board was based on the Company Law, Securities Law, and other relevant regulations, ensuring that the recipients meet the necessary qualifications [1][2] - The criteria for disqualifying potential recipients include being recognized as inappropriate by the stock exchange or the China Securities Regulatory Commission (CSRC) within the last 12 months, or having significant legal violations [1] - The incentive plan aims to align the interests of the recipients with the company's performance and growth [2]

Group 1 - The company has implemented a restricted stock incentive plan, with a total of 330,000 shares allocated, representing 2.8641% of the company's total equity [2][3] - Among the allocated shares, 264,000 shares (80.00%) are granted to senior management and core technical personnel, while 66,000 shares (20.00%) are reserved for other incentive objects [2][3] - The board of directors has determined that the incentive plan will not exceed 1.00% of the total equity for any individual recipient and will not exceed 20.00% of the total equity for the entire plan [3]

Core Viewpoint - Beijing Zhiyuan Interconnect Software Co., Ltd. has announced the first grant of restricted stock to incentive objects, 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, representing approximately 2.2913% of the company's total share capital at the time of the incentive plan announcement [1][12]. Summary by Sections Restricted Stock Grant Details - The first grant date for the restricted stock is set for September 1, 2025 [1]. - A total of 2.64 million shares will be granted to 278 eligible incentive objects [12]. - The grant price is established at 22.06 yuan per share [12]. Decision-Making Process and Disclosure - The decision for the restricted stock grant has undergone necessary approval processes, including reviews by the board and supervisory committee [2][3]. - The list of incentive objects has been publicly disclosed without any objections during the public notice period [2]. Compliance with Grant Conditions - The company confirms that it has not encountered any disqualifying events as outlined in the incentive plan, ensuring eligibility for both the company and the incentive objects [5][6]. - The supervisory committee has verified that the incentive objects meet the necessary qualifications as per relevant laws and regulations [11]. Vesting Schedule and Conditions - The restricted stock will vest in stages, with specific conditions outlined for each vesting period [7][9]. - The vesting schedule includes multiple phases, with the first vesting occurring 12 months after the grant date [9]. Financial Impact and Accounting Treatment - The fair value of the restricted stock will be calculated using the Black-Scholes model, and the associated costs will be amortized over the vesting period [13][14]. - The implementation of this incentive plan is expected to enhance employee cohesion and operational efficiency, potentially leading to improved financial performance [14]. Legal and Financial Advisory Opinions - Legal opinions confirm that the grant complies with all relevant regulations and has received necessary approvals [15]. - An independent financial advisor has also validated the terms of the incentive plan, affirming its compliance with applicable laws [15].