Core Viewpoint - The legal opinion provided by Beijing Deheng Law Firm confirms the legality of the convening and conducting of Nanjing Gaohua Technology Co., Ltd.'s 2025 first extraordinary general meeting of shareholders, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: Meeting Procedures - The meeting was announced on July 15, 2025, through the Shanghai Stock Exchange and included details such as time, location, and voting methods [3][4]. - The meeting utilized a combination of on-site and online voting, with specific time slots for each voting method [4]. - The meeting was presided over by Chairman Li Weiping, and all agenda items were completed as planned [4][6]. Group 2: Attendance and Qualifications - A total of 56.0179% of the voting shares were represented at the meeting, with 183,816,329 shares eligible for voting [5]. - 54 shareholders participated via the online voting system, representing 3.0308% of the total voting shares [5]. - All attending shareholders and representatives were verified as having valid qualifications to vote [5][6]. Group 3: Voting Procedures and Results - The voting process adhered to the regulations set forth in the Company Law and the company's articles of association [6][7]. - The results of the votes showed overwhelming support for the proposed resolutions, with over 99.9% approval for several key items [6][7]. - The meeting's resolutions were deemed legal and effective, meeting the required thresholds for special resolutions [7].

Meeting Overview - The shareholders' meeting was held on August 1, 2025, at the company's office in Nanjing [1] - A total of 58 ordinary shareholders attended, holding 108,541,075 voting rights, which represents 59.0487% of the company's total voting rights [1] Voting Results - All proposed resolutions were approved with significant majority votes: - The first resolution received 99.9109% approval from ordinary shareholders [1] - The second resolution received 99.9088% approval from ordinary shareholders [1] - The third resolution also received 99.9109% approval from ordinary shareholders [1] Legal Compliance - The meeting was conducted in accordance with relevant laws and regulations, and the resolutions passed are deemed legal and valid by the attending lawyers [2]

Summary of Key Points Core Viewpoint - 南京高华科技股份有限公司 has announced a restricted stock incentive plan for 2025, which includes the allocation of a total of 2,103,671 shares to various key personnel, representing 1.13% of the company's total share capital at the time of the announcement [1]. Group 1: Incentive Plan Details - The incentive plan includes a total of 69 individuals, with specific allocations to key executives such as: - 陈新: 80,000 shares (3.80%) - 宋晓阳: 80,000 shares (3.80%) - 蒋治国: 100,000 shares (4.75%) - 兰之康: 100,000 shares (4.75%) - 李来凭: 100,000 shares (4.75%) - 胡建斌: 80,000 shares (3.80%) [1]. - The total number of shares allocated does not exceed 20% of the company's total share capital at the time of the announcement [1]. Group 2: Share Distribution - The total allocation of 2,103,671 shares is fully distributed among the identified personnel, ensuring that the plan is in line with the company's overall equity incentive strategy [1]. - The plan aims to incentivize key personnel to align their interests with the company's long-term performance and growth [1].

Group 1 - The core viewpoint of the news is the approval of the 2025 restricted stock incentive plan by the Compensation and Assessment Committee of Nanjing Gaohua Technology Co., Ltd, which includes a list of eligible recipients and the grant price [1][2] - The incentive plan excludes independent directors, shareholders holding 5% or more of the company's shares, and the actual controller along with their immediate family members [2] - The grant date for the incentive plan is set for August 1, 2025, with a grant price of 13.26 yuan per share [2] Group 2 - The Compensation and Assessment Committee conducted a review based on various legal and regulatory frameworks, ensuring that the recipients meet the qualifications outlined in the company's articles of association [1] - Specific disqualifications for recipients include being identified as inappropriate candidates by the stock exchange or the China Securities Regulatory Commission (CSRC) within the last 12 months, or having been subject to administrative penalties or market entry bans due to significant violations [1] - The committee's review confirms that the incentive plan adheres to the conditions set forth in the draft plan, ensuring compliance with relevant laws and regulations [2]

Core Viewpoint - The company has announced a stock incentive plan, granting 2,103,671 restricted stocks to 75 eligible participants at a price of 13.26 yuan per share, representing 1.13% of the total share capital [1][13]. Summary by Sections Stock Incentive Plan Details - The grant date for the stock incentive plan is set for August 1, 2025 [1]. - The total number of restricted stocks granted is 2,103,671 shares, which is 1.13% of the company's total share capital of 185,920,000 shares [1]. - The stock incentive method involves the issuance of second-class restricted stocks [1]. Decision-Making Process - The decision to grant the stocks has followed the necessary decision-making procedures and information disclosure requirements [2]. - The company held a board meeting to review and approve the stock incentive plan, which was disclosed on July 15, 2025 [2][3]. Eligibility and Conditions - The grant conditions have been met, and the board has confirmed that the incentive plan complies with relevant laws and regulations [5][12]. - The eligible participants include directors, senior management, core technical personnel, and other individuals deemed necessary for incentive [12]. Vesting Schedule - The restricted stocks will vest in two phases: 50% after 12 months and the remaining 50% after 24 months from the grant date [9]. - The vesting is subject to specific conditions and cannot occur during certain blackout periods [6]. Financial Impact - The fair value of the restricted stocks will be calculated using the Black-Scholes model, and the associated costs will be amortized over the vesting period [14]. - The implementation of the incentive plan is expected to have a minor impact on the company's financial performance, while also enhancing corporate governance and aligning interests among stakeholders [15].

Core Viewpoint - The company conducted a self-examination regarding insider trading related to its 2025 Restricted Stock Incentive Plan, confirming that no insider trading occurred during the specified period [2][3]. Group 1: Self-Examination Process - The company held its fourth board meeting on July 14, 2025, where it approved the draft of the 2025 Restricted Stock Incentive Plan and related proposals [2]. - The self-examination period was defined as January 15, 2025, to July 14, 2025, during which the company checked for any stock trading activities by insider information recipients [2][3]. - The examination confirmed that all relevant parties did not engage in any stock trading during the self-examination period [2]. Group 2: Confidentiality Measures - The company adhered to strict confidentiality measures during the planning of the incentive program, limiting the number of personnel involved in discussions [3]. - All individuals with access to insider information were registered, and appropriate confidentiality measures were implemented [3]. - No incidents of information leakage were reported prior to the announcement of the incentive plan [3]. Group 3: Conclusion - The self-examination concluded that there were no violations of insider trading regulations, and all actions by the examined parties complied with relevant regulations [3].

Group 1 - The company announced that its first extraordinary general meeting of shareholders in 2025 approved several key proposals, including the company's summary and related matters [2] - The shareholders authorized the board of directors to handle matters related to the 2025 restricted stock incentive plan [2]

Core Viewpoint - The company, Gaohua Technology, announced the approval of a proposal to grant restricted stock to incentive targets during its fourth board meeting on August 1 [2] Summary by Relevant Categories Company Actions - Gaohua Technology's board approved a proposal regarding the granting of restricted stock to incentive targets [2]

南京高华科技股份有限公司2025年限制性股票 激励计划授予激励对象名单 （截止授予日） 姓名 职务 获授限制性股 票（股） 占授予总量的比 例（%） 占本激励计划公告时公司 股本总额的比例（%） 陈新 董事、董事会秘 书 80,000 3.80 0.04 宋晓阳 职工代表董事 80,000 3.80 0.04 蒋治国 副总经理 100,000 4.75 0.05 兰之康 副总经理、核心 技术人员 100,000 4.75 0.05 李来凭 财务总监 100,000 4.75 0.05 胡建斌 副总经理、核心 技术人员 80,000 3.80 0.04 董事会认为需要激励的其他 人员（共69人） 1,563,671 74.33 0.84 合计 2,103,671 100.00 1.13 一、限制性股票分配情况及数量 注： 3、上述合计数与各明细数直接相加之和在尾数上如有差异，是由于四舍五入所造成。 南京高华科技股份有限公司 董事会 2025年8月1日 1 1、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累计未 超过本激励计划草案公告时公司股本总额的1%。公司全部在有效期内的股权激励计划所 ...

证券代码：688539 证券简称：高华科技 公告编号： 2025-030 南京高华科技股份有限公司 一、核查的范围和程序 关于公司 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、准确性和完整性依法承担法律责任。 南京高华科技股份有限公司（以下简称"公司"）于 2025 年 7 月 14 日召开 了第四届董事会第七次会议，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》等相关议案，并于 2025 年 7 月 15 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》"）《上市公司信息披露管理办法》等法律、 法规和规范性文件以及公司《内幕信息知情人登记管理制度》的规定，公司对 2025 年限制性股票激励计划（以下简称"本次激励计划"）采取了充分必要的 保密措施，并对本次激励计划的内幕信息知情人进行了登记，通过向中国证券登 记结算有限责任公司上海分公司查询，公司对内幕信息知情人在 ...