General Principles - The management system for the shares held by the board of directors and senior management of Xiamen Yingqu Technology Co., Ltd. aims to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [2][3] - The system is based on the Company Law, Securities Law, and various regulatory guidelines, ensuring compliance with insider trading and market manipulation prohibitions [2][3] Shareholding Management - Directors and senior management must strictly adhere to professional ethics and confidentiality obligations regarding undisclosed company information [3] - The shares held by directors and senior management include all shares registered in their names and those held through others' accounts [3] - The system applies to all directors, including independent directors, and senior management [3] Share Transfer Restrictions - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [4][5] - Specific circumstances that restrict share transfer include investigations by regulatory authorities or legal penalties [4][5] Reporting and Disclosure - Directors and senior management must report and disclose share reduction plans to the Shenzhen Stock Exchange at least 15 trading days before the first sale [5][6] - After completing a share reduction plan, they must report to the exchange within two trading days [6][12] Annual Transfer Limits - Directors and senior management can transfer no more than 25% of their total shares held in a year, with exceptions for judicial enforcement or inheritance [6][13] - New shares acquired during the year can be transferred up to 25% within the same year, while limited shares will be counted towards the next year's transferable shares [7][13] Compliance and Accountability - The company must ensure that directors and senior management do not engage in insider trading and must disclose any violations of the Securities Law [18][19] - The board of directors is responsible for recovering profits from any illegal trading activities by directors and senior management [18][19] Information Disclosure Obligations - Changes in shareholding must be disclosed within two trading days, including details such as the number of shares before and after the change [26][27] - The company must confirm and report the shareholding information of directors and senior management as required by the securities registration authority [29][30] Additional Provisions - The management system will adhere to national laws and regulations, and any inconsistencies with future laws will be resolved in favor of the latter [38][40] - The board of directors holds the interpretation rights of this management system [40]

Core Points - The company aims to enhance its employee incentive system by providing interest-free loans for first-time home purchases to alleviate housing burdens and attract key talent [1][2] - The total fund for the interest-free loan pool is set at 50 million RMB, which will be recycled for future employee loan applications [6][10] - Eligible employees must have been with the company for at least two years and meet specific performance criteria [2][3] Group 1: General Provisions - The purpose of the employee housing loan management measures is to support employees in achieving stable living conditions and to retain core talent [1] - The policy applies to the company and its domestic subsidiaries, excluding Hong Kong, Macau, Taiwan, and overseas entities [1][2] Group 2: Eligibility Criteria - Applicants must be long-term contract employees with at least two years of service and satisfactory performance in the previous year [2][3] - Employees in certain positions, such as major shareholders and senior management, are excluded from applying for the loans [1][2] Group 3: Loan Application and Approval Process - Applicants must submit a completed loan application form along with necessary documentation, including proof of no existing property ownership [4][5] - The approval process involves verification of submitted materials and a public announcement of the results [6][9] Group 4: Loan Amount and Terms - The maximum loan amount is capped at 500,000 RMB per employee, not exceeding the minimum down payment required for the property [6][8] - Borrowers must repay the loan within five years, with the option for early repayment [11][15] Group 5: Repayment and Default Provisions - Employees who leave the company must repay the loan in full before departure [14][19] - The company reserves the right to charge interest on overdue payments based on the People's Bank of China’s benchmark rate [7][19] Group 6: Supervision and Penalties - Employees found to have provided false information during the application process will face penalties, including loan recovery and potential termination [22][24] - The Human Resources department is responsible for monitoring compliance and ensuring proper use of company resources [23][26]

Core Points - The document outlines a management system to prevent the controlling shareholders and related parties from occupying the company's funds, ensuring the protection of the company's and its stakeholders' legal interests [1][2][3] Group 1: Definition and Scope - The term "controlling shareholder" refers to a shareholder holding more than 50% of the company's total share capital or having significant voting rights despite holding less than 50% [1] - "Actual controller" is defined as a natural person, legal entity, or organization that can actually control the company's actions through investment relationships or agreements [1] - "Related parties" are determined according to the company's related transaction management system [1] Group 2: Types of Fund Occupation - Fund occupation includes operational fund occupation, which arises from related transactions in procurement, sales, and service provision [2] - Non-operational fund occupation includes various forms such as the company advancing payments for the controlling shareholder, borrowing funds, and assuming debts on behalf of the controlling shareholder [2] Group 3: Transaction Management - The company must strictly adhere to its articles of association and related transaction management system when engaging in related transactions with controlling shareholders and related parties [3] - The company is prohibited from providing funds directly or indirectly to controlling shareholders and related parties through various means, including loans and debt repayment [3][4] Group 4: Responsibilities of the Board and Management - The board of directors and senior management are legally obligated to maintain the safety of the company's funds and prevent fund occupation by controlling shareholders and related parties [4] - The chairman of the board is identified as the primary responsible person for preventing fund occupation [4] Group 5: Measures and Procedures for Fund Occupation - Upon identifying fund occupation, the company must promptly develop a recovery plan and report to regulatory authorities [5][6] - The company should prioritize cash repayment for occupied funds and strictly control non-cash asset repayments [5][6] Group 6: Accountability and Penalties - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including dismissal [9] - The board may report to regulatory authorities if the board fails to act on fund occupation issues [6][9] Group 7: Miscellaneous - The document is subject to national laws and regulations, and any inconsistencies will defer to those laws [10] - The board of directors holds the interpretation rights of this management system [10]

Core Viewpoint - The document outlines the external investment management system of Xiamen Yingqu Technology Co., Ltd, emphasizing the need for internal control, risk prevention, and compliance with relevant laws and regulations. Group 1: General Principles - The external investment refers to the company's activities to invest monetary or non-monetary assets for future returns [1] - The investment is categorized into short-term and long-term investments based on the duration [2] - The system applies to all external investment activities of the company and its subsidiaries [2] Group 2: Decision-Making Authority - The decision-making authority for external investments is divided among the company's president, board of directors, and shareholders [3] - Specific thresholds for board approval include transactions involving assets over 10% of the company's audited total assets or net assets [4][5] Group 3: Investment Management Structure - The Securities Affairs Department and Financial Center are responsible for analyzing investment projects and conducting due diligence [7] - The president oversees the implementation of investment projects and reports progress to the board [7] Group 4: Short-term and Long-term Investment Procedures - Short-term investment decisions involve pre-selection by the Securities Affairs Department and approval by the relevant authority [9] - Long-term investments require feasibility studies and must be approved by the board or shareholders depending on the amount [10][11] Group 5: Securities Investment - The company can only use its own funds for securities investments and must adhere to strict control measures [12][13] - Securities investments exceeding 10% of the company's audited net assets require board approval, while those over 50% require shareholder approval [12][13] Group 6: Entrusted Financial Management - The company must select qualified financial institutions for entrusted financial management and disclose relevant information [14][15] - The total amount of entrusted financial management exceeding 10% of the company's audited net assets requires board approval [14] Group 7: Joint Investments with Professional Institutions - Joint investments with professional institutions must be disclosed, including the maximum potential loss [16][17] - The company must establish mechanisms to prevent conflicts of interest during joint investments [18] Group 8: Recovery and Transfer of Investments - The company can recover investments under specific circumstances, such as project completion or bankruptcy [47] - The procedures for transferring investments are similar to those for approving new investments [49] Group 9: Rights Waiver - The company may voluntarily waive rights related to its investments, which must be disclosed if they significantly impact the company [51][53] Group 10: Financial Management and Auditing - The Financial Center is responsible for maintaining comprehensive financial records of investments and conducting regular audits [58][60] - Annual audits of subsidiaries are required to ensure compliance and protect the company's interests [60]

General Principles - The independent director system aims to promote the standardized operation of Xiamen Yingqu Technology Co., Ltd. and enhance the role of independent directors in corporate governance, ensuring the protection of the legitimate rights and interests of all shareholders, especially minority shareholders [1][2] - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Responsibilities and Duties - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to relevant laws, regulations, and the company's articles of association [2][3] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals who have significant relationships with the company or its major shareholders [3][4] - The nomination of independent directors can be proposed by shareholders holding more than 1% of the company's issued shares, and the nominees must provide a declaration of their qualifications and independence [8][9] Term and Dismissal - Independent directors serve the same term as other directors, with a maximum continuous term of six years, after which they cannot be nominated for three years [10][11] - The company must disclose the reasons for the dismissal of independent directors if they are removed before their term ends [10][11] Rights and Powers - Independent directors have the right to independently hire intermediaries for auditing, consulting, or verification of specific company matters [18][19] - They can propose the convening of temporary shareholder meetings and board meetings, and they must provide independent opinions on matters that may harm the company or minority shareholders [18][19] Communication and Reporting - Independent directors are required to submit annual reports on their performance, including attendance at meetings and communication with minority shareholders [20][21] - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [22][23] Compensation and Insurance - The company is responsible for providing compensation to independent directors that corresponds to their responsibilities, and it may establish a liability insurance system for them [24][40]

Group 1 - The legal opinion letter is issued regarding the adjustment of the exercise price for the 2025 stock option incentive plan of Xiamen Yingqu Technology Co., Ltd. [1][3] - The adjustment of the exercise price has been approved and authorized by the board of directors, supervisory board, and shareholders' meeting, complying with relevant laws and regulations [4][5] - The adjustment is based on the company's cash dividend distribution plan, which involves distributing a cash dividend of 3.00 yuan per 10 shares, leading to a reduction in the exercise price [4][5] Group 2 - The adjustment method for the exercise price follows the stipulated formula, where the new exercise price is calculated by subtracting the cash dividend per share from the previous exercise price [5] - The adjusted exercise price is determined to be 13.70 yuan minus 0.30 yuan, resulting in a new exercise price of 13.40 yuan per share [5] - The legal opinion concludes that the adjustment method and results are in accordance with the relevant regulations and the incentive plan draft [5]

Core Points - The document outlines the annual report working regulations for the Audit Committee of Xiamen Yingqu Technology Co., Ltd, aiming to enhance corporate governance and improve the quality of information disclosure [3][4] - The Audit Committee is responsible for overseeing the annual financial report audit process, ensuring compliance with relevant laws and regulations, and coordinating with the external auditor [3][6] Group 1: General Provisions - The purpose of the regulations is to elevate the company's governance level and enhance the supervisory role of the Audit Committee in the annual report preparation and disclosure process [3] - The Audit Committee must diligently perform its duties in accordance with laws, regulations, and the company's articles of association [3][4] Group 2: Audit Preparation - The management must report the company's operational status and significant financing activities to the Audit Committee within one month after the fiscal year-end [4] - The financial officer is required to submit the annual audit work plan and related materials to the Audit Committee before the external auditor begins their work [4][5] Group 3: Audit Supervision - The Audit Committee should strengthen communication with the external auditor after their engagement and ensure timely submission of the audit report [5][6] - A meeting should be arranged between the Audit Committee and the external auditor to discuss issues identified during the audit process [5][6] Group 4: Evaluation and Appointment of Auditors - The Audit Committee must evaluate the qualifications of the proposed external auditor and the performance of the current auditor before reappointment [7][8] - If a change in the external auditor is necessary during the audit period, the Audit Committee must assess the reasons and ensure proper communication between the outgoing and incoming auditors [8][9] Group 5: Confidentiality and Record Keeping - The Audit Committee is obligated to maintain confidentiality regarding the annual report and must not disclose any information before its official release [9][10] - All communications, opinions, or suggestions related to the annual report work must be documented and signed by the involved parties [9][10]

Core Viewpoint - The company has adjusted the exercise price of the 2025 stock option incentive plan from 13.70 yuan to 13.40 yuan per share due to a cash dividend distribution [1][5][6] Group 1: Approval Process and Disclosure - The company held multiple meetings to approve the stock option incentive plan, including the board and supervisory committee meetings on March 7, March 12, and March 27, 2025 [2][3][4] - The plan was publicly disclosed and no objections were raised during the internal announcement period [2][3] - The first grant of stock options was completed on May 16, 2025, following the necessary approvals [4] Group 2: Adjustment Explanation - The adjustment of the exercise price is based on the company's cash dividend distribution of 3.00 yuan per 10 shares, which led to a decrease in the exercise price by 0.30 yuan [5] - The new exercise price of 13.40 yuan is calculated as 13.70 yuan minus the dividend amount [5] Group 3: Impact of Adjustment - The adjustment of the exercise price will not have a significant impact on the company's financial condition or operating results [5][6] - The supervisory committee and legal advisors have confirmed that the adjustment complies with relevant regulations and has received the necessary approvals [6]

证券代码：002925 证券简称：盈趣科技 公告编号：2025-075 厦门盈趣科技股份有限公司 关于调整 2025 年股票期权激励计划行权价格的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 厦门盈趣科技股份有限公司（以下简称"公司"）于 2025 年 7 月 15 日召开 第五届董事会第十七次会议、第五届监事会第十六次会议，审议通过了《关于调 整 2025 年股票期权激励计划行权价格的议案》，2025 年股票期权激励计划首次 授予及预留授予股票期权的行权价格由 13.70 元/份调整为 13.40 元/份。现将相关 调整内容公告如下： 一、2025 年股票期权激励计划已履行的相关审批程序和信息披露情况 （一）2025 年 3 月 7 日，公司召开第五届董事会薪酬与考核委员会第四次会 议，审议通过了《关于公司<2025 年股票期权激励计划（草案）>及其摘要的议 案》、《关于公司<2025 年股票期权激励计划实施考核管理办法>的议案》。 同日，公司召开第五届董事会第十五次会议，审议通过了《关于公司<2025 年股票期权激励计划（草案）>及其摘要的议案》《 ...

关于厦门盈趣科技股份有限公司 2025 年股票期权激励计划调整行权价格事项的 法 律 意 见 书 福建至理律师事务所 地址：福州市鼓楼区洪山园路华润万象城三期 TB#写字楼 22 层 邮政编码：350025 电话：（0591）8806 5558 传真：（0591）8806 8008 网址： http://www.zenithlawyer.com 福建至理律师事务所 关于厦门盈趣科技股份有限公司 2025 年股票期权激励计划调整 行权价格事项的法律意见书 闽理非诉字[2025]第 035-02 号 致：厦门盈趣科技股份有限公司 福建至理律师事务所（以下简称"本所"）依法接受厦门盈趣科技股份有限 公司（以下简称"盈趣科技"或"公司"）的委托，根据《中华人民共和国证券 法》（以下简称《证券法》）、《中华人民共和国公司法》（以下简称《公司法》）、 中国证券监督管理委员会（以下简称中国证监会）《上市公司股权激励管理办法》 （以下简称《管理办法》）等有关法律、法规和规范性文件的规定，就公司 2025 年股票期权激励计划（以下简称"本次激励计划"）调整行权价格事项，按照律 师行业公认的业务标准、道德规范和勤勉尽责精神，特此 ...