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佰维存储: 董事会薪酬与考核委员会关于公司2025年限制性股票激励计划(草案)的核查意见
Zheng Quan Zhi Xing· 2025-07-11 13:14
Core Viewpoint - The company has proposed a draft for the 2025 Restricted Stock Incentive Plan, which has been reviewed and approved by the Board's Compensation and Assessment Committee, confirming the eligibility and compliance with relevant laws and regulations [1][2][4]. Group 1: Eligibility and Compliance - The company meets the criteria for implementing the stock incentive plan, as there have been no negative audit opinions on financial reports or internal controls in the last accounting year [2][3]. - The incentive plan excludes directors, senior management, independent directors, and shareholders holding more than 5% of the company's shares, ensuring compliance with the management regulations [3][4]. - The plan's formulation and review process adhere to the Company Law, Securities Law, and other relevant regulations, ensuring that the interests of the company and all shareholders are protected [4]. Group 2: Plan Details - The plan includes specific arrangements for the grant of restricted stocks, including the number of shares, grant date, grant price, tenure requirements, and vesting conditions, all of which comply with legal regulations [3][4]. - The company will publicly disclose the names and positions of the incentive recipients at least 10 days prior to the shareholders' meeting, ensuring transparency in the process [3]. - The Compensation and Assessment Committee will provide a review opinion on the list of incentive recipients five days before the shareholders' meeting [3].
佰维存储: 第四届董事会第二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-11 13:14
Group 1 - The board of directors of Shenzhen Baiwei Storage Technology Co., Ltd. held its second meeting of the fourth session on July 11, 2025, with all nine directors present, complying with legal and regulatory requirements [1] - The board approved a proposal to provide financial assistance to its controlling subsidiary to support its business expansion and daily operations, which is deemed beneficial for the overall interests of the company [1][2] - The board also approved the formulation and revision of certain corporate governance systems in accordance with relevant regulations, including the information disclosure management system and the external financial assistance management system [2][3] Group 2 - The board reviewed and approved the draft of the 2025 Restricted Stock Incentive Plan, aimed at enhancing the competitiveness and talent advantage in core technology areas, focusing on middle and grassroots technical and business personnel [3][5] - The board agreed on the implementation assessment management measures for the 2025 Restricted Stock Incentive Plan to ensure its smooth execution and alignment with the company's strategic goals [5][6] - The board proposed to authorize the board to handle matters related to the 2025 Restricted Stock Incentive Plan, including adjustments to stock grants and management of the plan [6][7] Group 3 - The board unanimously agreed to convene the first extraordinary general meeting of 2025 to review the proposals requiring shareholder approval [7]
佰维存储: 关于召开2025年第一次临时股东会的通知
Zheng Quan Zhi Xing· 2025-07-11 13:14
Meeting Information - The shareholder meeting is scheduled for July 28, 2025, at 14:00 [1] - The meeting will be held at Nanshan Zhiyuan Chongwen Park, Building 2, 3370 Liuxian Avenue, Nanshan District, Shenzhen, Guangdong Province [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1] Voting Procedures - The online voting period is from July 28, 2025, during trading hours: 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders can vote via the trading system or the internet voting platform [4] - Duplicate votes will be counted based on the first submission [4] Agenda Items - The meeting will review several proposals, including the 2025 Restricted Stock Incentive Plan and its management measures [3][8] - The proposals have been approved by the company's board during its second meeting [3] - Related shareholders must abstain from voting on matters concerning the incentive plan [3] Attendance Requirements - Shareholders registered by the close of trading on July 21, 2025, are eligible to attend [4] - Registration for the meeting is required on July 22, 2025, with specific documentation needed [5] - Attendees must arrive at least 30 minutes early for check-in [6] Additional Information - Transportation costs for attendees will be borne by the shareholders [6] - The company will provide contact information for any inquiries related to the meeting [6]
佰维存储: 董事、高级管理人员离职管理制度(2025年7月制定)
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Shenzhen Baiwei Storage Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2]. Chapter Summaries Chapter 1: General Provisions - The system is established to regulate the resignation of directors and senior management, applicable to all such personnel [1]. Chapter 2: Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term ends by submitting a written resignation report, effective upon receipt by the company [2]. - If a director's term ends without re-election, they automatically resign from the date the new board is approved by the shareholders [2]. - The company must complete the re-election of directors within 60 days if the board's composition falls below legal requirements due to resignations [2]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning personnel must hand over all relevant documents and assets within five working days after their resignation becomes effective [4]. - If there are unresolved commitments, the company can require a written plan for fulfillment from the resigning personnel [4]. Chapter 4: Obligations of Resigning Directors and Senior Management - The obligations of loyalty and confidentiality continue after resignation, and any shareholding changes must comply with specific regulations [5]. - Resigning personnel must complete pending matters and fulfill non-competition obligations [5]. Chapter 5: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning personnel and may pursue compensation for losses incurred [7]. Chapter 6: Supplementary Provisions - The system will be interpreted by the board and will take effect upon approval [9].
佰维存储: 关于向控股子公司提供财务资助的公告
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Viewpoint - The company plans to provide financial assistance to its subsidiaries, Hangzhou Xinshi Semiconductor Co., Ltd. and Chengdu Taitan Testing Technology Co., Ltd., through loans totaling up to 2 billion RMB and 1 billion RMB respectively, to support their business expansion and daily operations [1][2][3] Financial Assistance Overview - The financial assistance will be provided in the form of credit loans without collateral, with a maximum loan amount of 20 million RMB to Hangzhou Xinshi and 10 million RMB to Chengdu Taitan [1][2] - The loan term will not exceed three years from the date of the shareholders' meeting resolution, and the loan amounts can be reused within the term based on actual business needs [1][2][3] Loan Terms - The interest rate will be set at the prevailing Loan Prime Rate (LPR) plus 20 basis points, with interest calculated based on the actual number of days the loan is utilized [2][3] Approval Process - The financial assistance has been approved by the company's board of directors and is pending approval from the shareholders' meeting [2][3] Subsidiary Information - Hangzhou Xinshi Semiconductor Co., Ltd. has a registered capital of 40 million RMB, primarily engaged in chip research, design, and sales, with a 60% ownership by the company [4][6] - Chengdu Taitan Testing Technology Co., Ltd. has a registered capital of 20 million RMB, established for equipment research, production, and sales, with a 60% ownership by the company's wholly-owned subsidiary [7][8] Financial Data of Subsidiaries - As of March 31, 2025, Hangzhou Xinshi reported total assets of 1,828.57 million RMB, a revenue of 1.4 million RMB, and a net loss of 12.29 million RMB [4][6] - Chengdu Taitan reported total assets of 75.41 million RMB, a revenue of 637.25 million RMB, and a net loss of 5.76 million RMB as of March 31, 2025 [8] Risk Management - The company maintains effective control over the use of the financial assistance, ensuring that the funds are utilized appropriately and that risks are manageable [6][9] - The total amount of financial assistance provided after this transaction will be 412.94 million RMB, representing 17.12% of the company's latest audited net assets [10]
佰维存储: 信息披露暂缓与豁免业务管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Viewpoint - The document outlines the management system for information disclosure deferral and exemption for Shenzhen Baiwei Storage Technology Co., Ltd, ensuring compliance with relevant laws and regulations while protecting sensitive information [1][2]. Group 1: General Principles - The company establishes this system to regulate the procedures for deferring and exempting information disclosure, ensuring compliance with the Securities Law of the People's Republic of China and other relevant regulations [1]. - The company and other obligated parties must disclose information truthfully, accurately, completely, timely, and fairly, avoiding misuse of deferral or exemption to evade disclosure obligations [1][2]. Group 2: Applicable Situations for Deferral and Exemption - Information can be deferred or exempted if it involves state secrets or other matters that may violate confidentiality regulations, provided there is sufficient evidence [2]. - The company has an obligation to protect state secrets and must not disclose them through any means, including investor interactions or media interviews [2]. - Commercial secrets can be deferred or exempted if their disclosure could lead to unfair competition or harm the interests of the company or others [2][3]. Group 3: Internal Management Process - The board secretary is responsible for organizing and coordinating deferral and exemption matters, reporting to the board of directors [4]. - The Securities and Legal Department handles daily operations related to information disclosure deferral and exemption [4]. - All departments must submit relevant materials regarding deferral or exemption reasons and internal review processes to the Securities and Legal Department [5]. Group 4: Record Keeping and Reporting - The company must maintain records of deferral and exemption matters for at least 10 years, including the type of documents and internal review procedures [5][6]. - After annual, semi-annual, or quarterly reports, the company must submit related materials regarding deferral or exemption to the local securities regulatory authority within 10 days [6]. Group 5: Accountability and Penalties - The company has established a responsibility accountability mechanism for deferral and exemption matters, with potential penalties for those who fail to comply with the regulations [7][8].
佰维存储: 华泰联合证券有限责任公司关于深圳佰维存储科技股份有限公司向控股子公司提供财务资助的核查意见
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Viewpoint - The company, Shenzhen Baiwei Storage Technology Co., Ltd., is providing financial assistance to its controlling subsidiaries, aiming to support their business expansion and daily operational funding needs while ensuring that the company's normal operations are not affected [2][3][6]. Financial Assistance Overview - The company plans to lend up to 200 million RMB to its subsidiary Hangzhou Xinshi Semiconductor Co., Ltd. and up to 100 million RMB to Chengdu Taitan Testing Technology Co., Ltd. The loans will be for a maximum period of three years and will be based on actual business needs [2][3]. - The loans are unsecured and will be used for business expansion and daily operational funding [2][5]. Approval Process - The financial assistance has been approved by the company's board of directors and is pending approval from the shareholders' meeting [3][7]. - The financial assistance does not violate any regulations regarding the provision of financial support [3][7]. Subsidiary Information - Hangzhou Xinshi Semiconductor Co., Ltd. has a registered capital of 40 million RMB and is primarily engaged in chip research, design, and sales. The company holds a 60% stake in it [3][4]. - Chengdu Taitan Testing Technology Co., Ltd. has a registered capital of 20 million RMB and focuses on equipment research, production, and sales. The company also holds a 60% stake in this subsidiary [4][5]. Financial Data of Subsidiaries - Hangzhou Xinshi reported total assets of 13.52 million RMB and a net loss of 1.23 million RMB as of March 31, 2025 [4]. - Chengdu Taitan reported total assets of 75.41 million RMB and a net asset of 15.19 million RMB as of March 31, 2025 [4]. Risk Management - The company maintains effective control over its subsidiaries, ensuring that the financial assistance does not pose risks to the company's overall financial health [6][7]. - The total financial assistance provided by the company, including this round, will amount to 412.94 million RMB, which is 17.12% of the company's latest audited net assets [6][7]. Board Opinion - The board believes that providing financial assistance to the subsidiaries aligns with the company's overall interests and will enhance the efficiency of fund utilization while minimizing financing costs [6][7].
佰维存储(688525) - 2025年限制性股票激励计划激励对象名单
2025-07-11 12:48
深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划激励对象名单 二、相关说明 1、截至本激励计划草案公告之日,公司全部在有效期内的限制性股票与激 励计划涉及的公司股票累计不超过公司股本总额的 20%。上述任何一名激励对 象通过全部在有效期内的股权激励计划获授的本公司股票均未超过公司总股本 的 1%。 2、上述激励对象不包括董事、高级管理人员,也不包括独立董事,包括 11 名中国台湾籍和其他外籍人员。 4、上表中数值若出现总数与各分项数值之和尾数不符,均为四舍五入原因 所致。 深圳佰维存储科技股份有限公司董事会 2025 年 7 月 12 日 序号 姓名 国籍 职务 获授的第二 类限制性股 票数量 (万股) 占本激励 计划授予 权益总数 的比例 占本激励 计划公告 日股本总 额的比例 中国台湾籍和其他外籍人员(11 人) 37.38 10.94% 0.08% 其他中基层技术及业务骨干合计(402 人) 304.21 89.06% 0.66% 合计 341.59 100.00% 0.74% 一、 本次限制性股票激励计划的分配情况 3、本激励计划的激励对象不包括单独或合计持有上市公司 5%以上股份的 股东 ...
佰维存储(688525) - 2025年限制性股票激励计划(草案)摘要公告
2025-07-11 12:48
2025年限制性股票激励计划(草案)摘要 证券代码:688525 证券简称:佰维存储 公告编号:2025-042 深圳佰维存储科技股份有限公司 公告 本公司董事会及全体董事保证本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、准确性和完整性承担法律责任。 重要内容提示: 股权激励方式:第二类限制性股票 股份来源:公司向激励对象定向发行的公司A股普通股股票 股权激励的权益总数及涉及的标的股票总数:本激励计划拟向激励对象 授予第二类限制性股票合计341.59万股,占本激励计划草案公告时公司股本总额 46,126.5626万股的0.74%。 本次股权激励对象不包含公司董事和高级管理人员,主要聚焦于推动公 司创新与发展的中坚力量—中基层技术及业务骨干,旨在巩固公司在存储解决方 案、主控芯片设计、先进封测及测试设备开发等核心业务技术领域的竞争力与人 才优势,深度绑定核心骨干的长远利益,充分激发其潜能、增强归属感与凝聚力, 确保公司技术攻坚与战略目标的实现。有效地将股东、公司和核心团队三方利益 结合在一起,有利于公司的可持续发展,且不存在损害上市公司及全体股东利益 的情形。 一、股权激励计划目的 ...
佰维存储(688525) - 上海荣正企业咨询服务(集团)股份有限公司关于深圳佰维存储科技股份有限公司2025年限制性股票激励计划(草案)之独立财务顾问报告
2025-07-11 12:47
证券简称:佰维存储 证券代码:688525 上海荣正企业咨询服务(集团)股份有限公司 关于 深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划 (草案) 一、释义 1. 上市公司、公司、本公司、佰维存储:指深圳佰维存储科技股份有限公司。 2. 股权激励计划、激励计划、本计划:指《深圳佰维存储科技股份有限公司 2025 年限制性股票激励计划(草案)》。 3. 限制性股票、标的股票、第二类限制性股票:符合本激励计划授予条件的激 励对象,在满足相应获益条件后分次获得并登记的本公司股票。 4. 激励对象:按照本激励计划规定,获授权益的公司(含分公司及控股子公司) 中基层技术及业务骨干。 之 独立财务顾问报告 2025 年 7 月 | | | 5. 授予日:指公司向激励对象授予限制性股票的日期。 6. 授予价格:指公司授予激励对象每一股限制性股票的价格。 7. 有效期:自限制性股票授予之日起到激励对象获授的限制性股票全部归属或 作废失效的期间。 8. 归属:限制性股票激励对象满足获益条件后,上市公司将股票登记至激励对 象账户的行为。 9. 归属条件:指限制性股票激励计划所设立的,激励对象为获得激励股票所需满 ...