苏州光格科技股份有限公司 2025 年第二次临时股东大会会议资料 证券代码：688450 证券简称：光格科技 苏州光格科技股份有限公司 2025 年第二次临时股东大会 会议资料 二〇二五年九月 苏州光格科技股份有限公司 2025 年第二次临时股东大会会议资料 苏州光格科技股份有限公司 2025 年第二次临时股东大会会议须知 | 2025 | 年第二次临时股东大会会议须知 | 1 | | | --- | --- | --- | --- | | 2025 | 年第二次临时股东大会会议议程 | 3 | | | 2025 | 年第二次临时股东大会会议议案 | 5 | | | | 议案一 | | 5 | | | 议案二 | | 6 | | | 议案三 | | 7 | | | 议案四 | | 9 | | | 关于《公司 2025 | 年员工持股计划（草案）》及其摘要的议案 | 9 | | | 议案五 | | 10 | | | 关于《公司 2025 | 年员工持股计划管理办法》的议案 | 10 | | | 议案六 | | 11 | | | 议案七 | | 13 | | | 关于取消监事会并修订《公司章程》的议案 | | 1 ...

Group 1 - The company, Guangge Technology, announced the convening of its 11th meeting of the 2nd Board of Directors on August 15, 2025, which will be held in a hybrid format of in-person and communication [2] - The meeting reviewed the proposal to cancel the supervisory board and amend related documents [2] - For the year 2024, Guangge Technology's revenue composition indicates that 99.99% comes from the manufacturing of computers, communications, and other electronic devices, while other businesses account for only 0.01% [2]

Group 1 - The core point of the announcement is that Guangge Technology has launched an incentive plan involving the grant of restricted stocks to 51 individuals, with a total of up to 750,900 shares, accounting for 1.14% of the company's total share capital of 66 million shares [1] - The restricted stock grant price is set at 15 yuan per share, with a maximum validity period of 48 months from the date of grant [1] - The company's revenue composition for the year 2024 is predominantly from the manufacturing of computers, communications, and other electronic equipment, which accounts for 99.99% of total revenue, while other businesses contribute only 0.01% [1] Group 2 - As of the latest report, Guangge Technology has a market capitalization of 2 billion yuan [2]

Group 1 - The company, Suzhou Guangge Technology Co., Ltd., is holding its second extraordinary general meeting of shareholders in 2025 on September 1, 2025, at 14:00 [2][4] - The meeting will adopt a combination of on-site and online voting methods, with online voting available through the Shanghai Stock Exchange's system [1][2] - Shareholders must register to attend the meeting, with registration open on August 28, 2025, and specific documentation required for both individual and corporate shareholders [5][6] Group 2 - The agenda includes several key proposals, such as the 2025 Restricted Stock Incentive Plan and the 2025 Employee Stock Ownership Plan, which require shareholder approval [2][3] - The meeting will also address amendments to the regulations governing controlling shareholders and insider information management [3][4] - Shareholders must complete voting on all proposals before submission, and duplicate votes will be disregarded, with the first vote counted as the final decision [4][3]

Core Viewpoint - The company, Suzhou Guangge Technology Co., Ltd., has proposed an employee stock ownership plan (ESOP) for 2025 aimed at enhancing employee engagement and aligning their interests with shareholders [1][9][16]. Group 1: Purpose and Principles of the Employee Stock Ownership Plan - The ESOP aims to establish a profit-sharing mechanism between employees and shareholders, improve corporate governance, and enhance employee motivation and creativity for sustainable development [9][16]. - The plan is based on voluntary participation, ensuring that no employee is forced to join, and emphasizes that participants bear their own investment risks [9][10]. Group 2: Participants and Funding - The plan will involve a maximum of 54 employees, including directors, senior management, and core technical personnel, with specific participation based on actual contributions [10][11]. - The total amount to be raised through the ESOP is capped at 8.5365 million yuan, with each unit priced at 1 yuan, allowing for a maximum of 8.5365 million units [11][12]. Group 3: Stock Acquisition and Pricing - The stocks for the ESOP will be sourced from the company's repurchased shares, with a maximum of 569,100 shares, representing 0.86% of the total share capital [12][20]. - The acquisition price for the shares will be set at 15.00 yuan per share, which is approximately 50.37% of the average trading price on the day before the announcement [14][15]. Group 4: Lock-up and Performance Assessment - The plan includes a lock-up period with shares being unlocked in three phases: 30% after 12 months, 30% after 24 months, and 40% after 36 months, contingent on meeting performance targets [21][22]. - Performance targets are set for revenue growth, with specific annual growth rates of 30%, 40%, and 60% for the years 2025, 2026, and 2027, respectively [24][26]. Group 5: Management and Governance - The ESOP will be managed by a dedicated management committee, which will oversee daily operations and ensure the protection of participants' rights [27][28]. - A holder meeting will serve as the internal governance body, allowing participants to vote on key decisions regarding the ESOP [29][30].

Core Viewpoint - The company, Suzhou Guangge Technology Co., Ltd., has proposed an employee stock ownership plan (ESOP) for 2025 aimed at enhancing employee engagement and aligning their interests with shareholders through stock ownership [1][8]. Group 1: Purpose and Principles of the Employee Stock Ownership Plan - The ESOP aims to establish a profit-sharing mechanism between employees and shareholders, improve corporate governance, and enhance employee motivation and creativity for sustainable company growth [8][16]. - The plan emphasizes voluntary participation, compliance with legal regulations, and equal rights for all investors, ensuring that employees bear their own investment risks [8][9]. Group 2: Participants and Funding - The plan will involve a maximum of 54 employees, including core technical personnel and management, with specific participation based on actual contributions [2][9]. - The total amount to be raised through the ESOP is capped at 8.5365 million yuan, with each unit priced at 1 yuan, allowing for a maximum of 8.5365 million units [10][12]. Group 3: Stock Acquisition and Pricing - The stocks for the ESOP will be sourced from the company's repurchased shares, with a purchase price set at 15.00 yuan per share, which is approximately 50.37% of the average trading price prior to the announcement [13][14]. - The total number of shares allocated to the ESOP will not exceed 569,100 shares, representing 0.86% of the company's total equity [12][20]. Group 4: Lock-up and Performance Assessment - The ESOP includes a lock-up period with shares being unlocked in three phases: 30% after 12 months, 30% after 24 months, and 40% after 36 months, contingent on meeting performance targets [4][22]. - Performance targets are set for revenue growth, with specific annual growth rates of 30%, 40%, and 60% for the years 2025, 2026, and 2027, respectively [24][27]. Group 5: Management and Governance - A management committee will oversee the ESOP, ensuring compliance with regulations and protecting the rights of participants [5][28]. - The plan requires approval from the company's shareholders' meeting, which will be conducted through a combination of on-site and online voting [5][6].

Core Viewpoint - The company is implementing a 2025 employee stock ownership plan to enhance the interest-sharing mechanism between employees and shareholders, improve corporate governance, and boost employee motivation and creativity for sustainable development [1][2]. Group 1: Employee Stock Ownership Plan - The employee stock ownership plan was discussed and approved during the employee representative meeting held on August 15, 2025, in accordance with relevant regulations [1]. - The plan aims to establish a mechanism for sharing interests between employees and shareholders, thereby improving the company's governance and competitiveness [1]. - The plan adheres to principles of legality, voluntary participation, and risk-bearing by employees, ensuring no harm to the interests of the company and all shareholders [2]. Group 2: Voting and Approval Process - The voting results showed unanimous support with 34 votes in favor, and no votes against or abstentions, while representatives participating in the plan abstained from voting [2]. - The implementation of the 2025 employee stock ownership plan is contingent upon approval from the company's board of directors and the shareholders' meeting [2].

关于 苏州光格科技股份有限公司 法律意见书 汉坤（证）字[2025]第[35654-3]-O-2 号 中国北京市东长安街 1 号东方广场 C1 座 9 层 100738 电话：(86 10) 8525 5500；传真：(86 10) 8525 5511 / 8525 5522 北京 ? 上海 ? 深圳 ? 香港 ? 海口 ? 武汉 ? 新加坡 ? 纽约 ? 硅谷 www.hankunlaw.com 北京市汉坤律师事务所 法律意见书 北京市汉坤律师事务所 关于苏州光格科技股份有限公司 法律意见书 汉坤（证）字[2025]第[35654-3]-O-2 号 致：苏州光格科技股份有限公司 北京市汉坤律师事务所（以下简称"本所"）接受苏州光格科技股份有限公司 （以下简称"公司"或"光格科技"）的委托，担任公司2025年员工持股计划（以 下简称"本次员工持股计划"）的法律顾问。本所律师根据《中华人民共和国公 司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称 "《证券法》"）、《关于上市公司实施员工持股计划试点的指导意见》（以下 简称"《指导意见》"）、《上海证券交易所科创板上市公司自律监管指引第1 号 ...

苏州光格科技股份有限公司 第一章 总则 第一条 为规范苏州光格科技股份有限公司（以下简称"光格科技"或"公 司"）2025 年员工持股计划（以下简称"员工持股计划"、"本次员工持股计 划"、"本员工持股计划"）的实施，根据《中华人民共和国公司法》（以下简 称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 《关于上市公司实施员工持股计划试点的指导意见》 （一）依法合规原则 公司实施员工持股计划，严格按照法律、行政法规的规定履行程序，真实、 准确、完整、及时地实施信息披露。任何人不得利用员工持股计划进行内幕交易、 操纵证券市场等证券欺诈行为。 （二）自愿参与原则 公司实施员工持股计划遵循公司自主决定，员工自愿参加，公司不以摊派、 强行分配等方式强制员工参加本次员工持股计划。 （三）风险自担原则 员工持股计划参与人盈亏自负，风险自担，与其他投资者权益平等。 （以下简称"《指导意见》"）、 《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》（以下简 称"《自律监管指引第 1 号》"）等相关法律、行政法规、规章、规范性文件和 《公司章程》、《苏州光格科技股份有限公司 2025 年 ...

Core Viewpoint - Suzhou Guangge Technology Co., Ltd. has developed a 2025 Restricted Stock Incentive Plan to attract and retain talent, enhance team cohesion, and align the interests of shareholders, the company, and individuals [1][2]. Group 1: Incentive Plan Overview - The incentive plan aims to establish a long-term incentive mechanism to boost employee motivation and corporate competitiveness [1]. - The plan is designed in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2]. Group 2: Assessment Objectives and Principles - The assessment aims to objectively evaluate company performance and the performance of incentive participants, ensuring the successful implementation of the incentive plan [2]. - The assessment adheres to principles of fairness, justice, and transparency, linking the incentive plan closely with the performance and contributions of participants [2][3]. Group 3: Assessment Scope and Participants - The assessment applies to all participants in the 2025 Restricted Stock Incentive Plan, including directors, senior management, and key personnel approved by the board [2][3]. Group 4: Assessment Institutions and Responsibilities - The Human Resources Department is responsible for individual performance assessments, while the Finance Department handles company performance assessments [3]. - The Board's Compensation and Assessment Committee oversees the assessment process and reports the results to the Board [3][6]. Group 5: Assessment Indicators and Standards - The performance assessment for the initial grant of restricted stocks will cover the fiscal years 2025 to 2027, with annual assessments based on revenue growth rates [3][4]. - If performance targets are not met, the corresponding restricted stocks for all participants will not vest or will be deferred [5]. Group 6: Assessment Procedures and Results Management - The assessment results will be communicated to participants, who can appeal if they disagree with the results [6][8]. - The results will be archived as confidential documents for a period of 10 years [6]. Group 7: Additional Provisions - The provisions of the assessment method will be revised as necessary in accordance with changes in laws and regulations [7].