Group 1 - The company, Zhezhong Co., Ltd. (002346.SZ), announced a share buyback program, repurchasing 22,100,110 shares, which represents 5% of its total share capital [1] - The maximum transaction price for the buyback was 11.5 CNY per share, while the minimum transaction price was 9.44 CNY per share [1] - The total amount spent on the buyback reached 241,477,274.84 CNY, excluding transaction fees [1]

证券简称：柘中股份 证券代码：002346 公告编号：2025-35 上海柘中集团股份有限公司 关于以集中竞价交易方式回购公司股份的进展公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，不存在虚假记载、 误导性陈述或者重大遗漏。 上海柘中集团股份有限公司（以下简称"公司"）于 2024 年 11 月 28 日召开 公司 2024 年第一次临时股东大会，审议通过了《关于回购公司股份方案暨取得金 融机构股票回购专项贷款的议案》，拟使用自有及股票回购专项贷款资金以集中竞 价交易方式回购公司发行的 A 股股份，回购股份拟用于员工持股计划或股权激励计 划。本次回购股份数量下限 3,000 万股，回购股份数量上限 3,300 万股；回购股份 总金额不低于人民币 30,000 万元，不超过人民币 33,000 万元，回购价格不超过人 民币 11.5 元/股，具体回购数量以回购期限届满时实际回购的股份数量为准。回购 股份实施期限为自公司股东大会审议通过本次回购股份方案之日起 12 个月内。具 体内容详见公司披露的《关于回购公司股份方案暨取得金融机构股票回购专项贷款 的公告》（公告编号：2024-36）。 截至 ...

证券简称：柘中股份 证券代码：002346 公告编号：2025-34 上海柘中集团股份有限公司 关于公司转让基金份额暨对外投资的进展公告 2. 注册地址：上海市闵行区春申路2328号2幢202室 3. 统一社会信用代码：913101123122777545 4. 公司类型：有限责任公司（自然人投资或控股的法人独资） 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 一、概述 上海柘中集团股份有限公司（以下简称"公司"）于2022年9月参与投资设 立柘中君信（上海）私募基金合伙企业（有限合伙）（以下简称"柘中君信基金"）， 基金认缴出资总额为12亿元，公司作为有限合伙人参与投资，认缴出资金额3亿 元，占其总规模的25%。具体内容详见公司于2022年9月8日披露的《关于公司与 专业投资机构合作进行对外投资的公告》（公告编号：2022-57）。 根据公司整体投资规划安排，公司分别与上海悦来港实业集团有限公司（以 下简称"悦来港"）、君信（上海）股权投资基金管理有限公司（以下简称"君 信投管"）签署财产份额转让协议。其中，公司拟将持有的柘中君信基金认缴未 实缴部分对应的 ...

Group 1 - The company plans to transfer 3.33% of its property share in the Zhezhong Junxin Fund to Yuelai Port, corresponding to a subscribed capital contribution of 40 million yuan, with no actual contribution made and a transfer price of 0 yuan [1] - The company also intends to transfer 1.67% of its property share in the Zhezhong Junxin Fund to Junxin Investment Management, corresponding to a subscribed capital contribution of 20 million yuan, with no actual contribution made and a transfer price of 0 yuan [1] - After the completion of these transfers, the company will no longer bear the capital contribution obligations for the corresponding fund property shares [1]

Core Viewpoint - Shanghai Zhezhong Group Co., Ltd. is implementing its first employee stock ownership plan, which has been reviewed and deemed compliant with relevant laws and regulations by Grandall Law Firm [1][2][8]. Group 1: Company Qualifications - Zhezhong Group is a legally established and validly existing joint-stock company with a registered capital as per its business license [3][4]. - The company's stock has been listed on the Shenzhen Stock Exchange since January 28, 2010, under the stock code "002346" [4][5]. Group 2: Legality and Compliance of the Employee Stock Ownership Plan - The employee stock ownership plan has been developed in accordance with the "Guiding Opinions" and has undergone necessary legal procedures [8][11]. - The plan allows voluntary participation from employees without any coercion, adhering to the principle of voluntary participation [5][6]. - The plan stipulates that participants bear their own risks and that their rights are equal to those of other investors [5][6]. - The total amount of funds to be raised through the plan does not exceed 73.127125 million yuan, sourced from employees' legal salaries and other lawful means [6][7]. Group 3: Legal Procedures and Information Disclosure - The company has fulfilled necessary procedures for the implementation of the employee stock ownership plan, including soliciting employee opinions [8][9]. - The plan requires a shareholder meeting for final approval, with related shareholders required to abstain from voting [9][10]. - The company has met its current information disclosure obligations regarding the plan and will continue to fulfill further requirements as the plan progresses [11][12].

国浩律师（上海）事务所 关于 上海柘中集团股份有限公司 第一期员工持股计划 之 法律意见书 地址：上海市静安区山西北路 99 号苏河湾中心 MT25-28 楼 邮编：200085 电话：（+86）（21）5234 1668 传真：（+86）（21）5234 1670 电子信箱：grandallsh@grandall.com.cn 网址：http://www.grandall.com.cn 二〇二五年七月 | 第一节 | 引言 2 | | --- | --- | | 第二节 | 正文 4 | | | 一、公司实施本次员工持股计划的主体资格 4 | | | 二、本次员工持股计划的合法合规性 4 | | | 三、本次员工持股计划的法定程序 7 | | | 四、股东大会回避表决安排的合法合规性 8 | | | 五、公司融资时参与方式的合法合规性 8 | | | 六、本次员工持股计划涉及的信息披露 9 | | | 七、结论意见 9 | | 第三节 | 签署页 11 | 国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于上海柘中集团股份有限公司 第一期员工持股计划之 法律意见书 致：上海柘中集团股份有限公司 ...

Group 1 - The company held the 12th meeting of the 5th Supervisory Board on July 18, 2025, where all three supervisors attended, and the meeting complied with relevant laws and regulations [1][2] - The Supervisory Board submitted the draft of the first employee stock ownership plan and its summary to the shareholders' meeting for review, with no votes in favor, against, or abstaining, and three supervisors recusing themselves from the vote [1][2] - The Supervisory Board confirmed that the employee stock ownership plan draft complies with various laws and regulations, ensuring it does not harm the interests of the company and all shareholders [1][2] Group 2 - The Supervisory Board also submitted the management measures for the first employee stock ownership plan to the shareholders' meeting, with the same voting outcome as the previous proposal [2][3] - The management measures are designed to ensure the smooth implementation and standardized operation of the employee stock ownership plan, also confirming no harm to the interests of the company and shareholders [2]

Core Viewpoint - Shanghai Zhezhong Group Co., Ltd. has proposed the first employee stock ownership plan to enhance the alignment of interests between shareholders and employees, improve corporate governance, and boost employee motivation and creativity for sustainable development [1][2]. Group 1 - The employee stock ownership plan was approved by the employee representatives at a meeting held on July 18, 2025, with full attendance from the representatives [1]. - The plan aims to establish a mechanism for sharing interests between shareholders and employees, thereby enhancing the company's competitiveness and cohesion among employees [1]. - The plan was developed in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. Group 2 - The employee representatives discussed the plan and confirmed that it adheres to principles of legality, voluntary participation, and risk-bearing, ensuring no harm to the interests of the company or its shareholders, especially minority shareholders [2]. - There was unanimous agreement among the employee representatives to implement the employee stock ownership plan, which will be submitted for approval at the shareholders' meeting [2].

Core Viewpoint - The company has developed an employee stock ownership plan (ESOP) that complies with relevant laws and regulations, aiming to enhance the alignment of interests between shareholders and employees, improve corporate governance, and promote sustainable development [1][2]. Summary by Sections Compliance with Regulations - The company confirms that there are no prohibitive conditions under the relevant laws and regulations for implementing the ESOP, and it possesses the necessary qualifications to proceed with the plan [1]. - The content of the ESOP aligns with the guidelines and does not harm the interests of the company or its shareholders, nor does it involve coercive participation from employees [1][2]. Decision-Making Process - The decision-making process for the ESOP has been conducted legally and effectively, with a representative employee meeting held to gather employee opinions prior to implementation [2]. Participant Eligibility - All participants in the ESOP meet the eligibility criteria set forth in the relevant guidelines, ensuring that their participation is legitimate and valid [2]. Benefits of the ESOP - The implementation of the ESOP is expected to establish and enhance a profit-sharing mechanism between shareholders and employees, improve corporate governance, strengthen team cohesion, and enhance the company's competitiveness, thereby facilitating long-term and healthy development [2].

Core Points - The company has established the first employee stock ownership plan (ESOP) to align the interests of employees, shareholders, and the company for long-term development [1][2][3] - The total amount of funds to be raised under the ESOP is capped at 73.127125 million yuan, with each share priced at 1.00 yuan [4][5] - The plan allows for a maximum of 100 participants, including supervisors and core employees, while excluding major shareholders and their immediate family [3][4] Group 1: Objectives and Principles - The ESOP aims to enhance the governance structure and motivate employees, ensuring the company's stable long-term growth [2][3] - The plan adheres to principles of legal compliance, voluntary participation, and risk-bearing by participants [2][3] Group 2: Fundraising and Share Distribution - The funds for the ESOP will come from employees' legal salaries and self-raised funds, with no financial assistance from the company [5][6] - The share distribution includes 125,000 shares for each of the three supervisors and 6,937,712.5 shares for other designated personnel, totaling 7,312,712.5 shares [4][5] Group 3: Stock Source and Scale - The stocks for the ESOP will be sourced from the company's repurchased A-shares, with a maximum holding scale of 5,850,170 shares, representing 1.32% of the total share capital [6][7] - The company has previously repurchased 22,100,110 shares for a total transaction amount of approximately 241.48 million yuan [6] Group 4: Lock-up and Performance Assessment - The ESOP shares will be unlocked in three phases over 36 months, with specific percentages released at each interval [8][9] - Performance assessments will occur annually from 2025 to 2027, with specific profit targets set for each year to determine share unlock eligibility [10][11] Group 5: Management and Governance - The ESOP will be managed by a committee elected by the participants, with the company board overseeing the plan [11][12] - The board is authorized to handle all matters related to the ESOP, including adjustments and terminations [17][18] Group 6: Rights and Obligations of Participants - Participants have rights to dividends and other benefits proportional to their shareholdings, but cannot transfer or use their shares as collateral during the lock-up period [20][21] - In case of resignation or contract termination, the management committee will decide on the handling of the participant's shares [22][23]