Core Viewpoint - The company reported a decline in revenue and net profit for the first half of 2025, primarily due to changes in the industry environment, but it continues to maintain its leading position in the waste resource utilization sector [1][2] Group 1: Financial Performance - The company achieved operating revenue of 414 million yuan and a net profit of -58 million yuan in the first half of 2025, both showing a year-on-year decrease [1] - The net cash flow from operating activities increased by 46.53% year-on-year during the same period [1] - The company has consistently maintained positive revenue growth since 2016, despite the current decline in performance [2] Group 2: Strategic Developments - The acquisition of Zhejiang Tiger Waste Management Co., Ltd. was completed on August 15, 2025, marking the establishment of a comprehensive "recycling-disassembly-utilization" integrated industrial chain [1][4] - This acquisition is expected to enhance the company's asset quality, improve financial conditions, and strengthen its sustainable profitability [4] - The company aims to become a competitive service provider for "waste-free city" construction in China, aligning with its overall development strategy [4] Group 3: Market Position and Future Outlook - The company is one of only five in Zhejiang province with the qualification certificate for handling waste electrical and electronic products, giving it a relative advantage in the electronic waste recycling chain [2] - The integration of Tiger's operations is anticipated to significantly boost the company's overall performance, with Tiger projected to generate revenue of 466 million yuan and a net profit of 54.31 million yuan in 2024 [4] - The company is well-positioned to capitalize on policy changes and industry cycles, with expectations of continued growth in the resource recycling and "waste-free city" sectors [5]

Core Viewpoint - The company, Dadi Ocean, reported a decline in stock price and financial performance, indicating challenges in its operations and recent acquisitions [1] Financial Performance - The stock price of Dadi Ocean is 30.80 yuan, down 0.80 yuan from the previous trading day [1] - The opening price was 31.60 yuan, with a high of 31.60 yuan and a low of 30.71 yuan, with a trading volume of 24,267 hands and a transaction amount of 0.75 billion yuan [1] - In the first half of 2025, the company achieved operating revenue of 414 million yuan, a year-on-year decrease of 3.83% [1] - The net profit attributable to the parent company was a loss of 58.28 million yuan [1] - The net cash flow from operating activities was -18.02 million yuan, showing some improvement compared to the same period last year [1] Recent Developments - The company recently completed the acquisition of equity in Tiger Brother, which has been registered for business changes as of August 15 and will be included in the consolidated financial statements for the third quarter [1] - As of August 20, the total number of shareholders was 3,360 [1] - Among the top ten circulating shareholders, the social security fund's transfer to the 3008 combination has replaced the previous E Fund's reverse investment fund [1]

Core Viewpoint - The company has established a restrictive stock incentive plan for 2024 to ensure the effective implementation of its development strategy and operational goals, aiming to attract and retain talented management while promoting long-term growth [1][2]. Group 1: Assessment Objectives - The plan aims to enhance the corporate governance structure and operational mechanisms, ensuring alignment between the interests of shareholders, the company, and its management [1]. - It seeks to attract and retain outstanding management talent, fostering innovation and driving sustainable growth for the company [1]. Group 2: Assessment Principles - The principles include safeguarding shareholder interests, ensuring alignment of interests among shareholders, the company, and employees, and adhering to legal and regulatory standards [2]. Group 3: Assessment Management and Period - The assessment management will be conducted by designated bodies responsible for data authenticity, with the assessment period defined as the fiscal year preceding the vesting date of the incentive objects [2]. Group 4: Assessment Scope - The incentive plan targets three categories of individuals: directors, senior management, and core management personnel, excluding independent directors, supervisors, foreign employees, and major shareholders [2]. Group 5: Assessment Content and Indicator System - The assessment indicators are divided into company-level performance assessments and individual performance assessments, with the vesting of incentives dependent on both levels of evaluation [2][5]. Group 6: Company-Level Performance Assessment Requirements - The performance assessment period spans from 2024 to 2026, with specific growth rate targets set for net profit and revenue based on 2023 figures, including a minimum growth rate of 10% for the first assessment year [3][4]. Group 7: Individual Performance Assessment Requirements - Individual assessments will be based on existing compensation and evaluation regulations, with performance ratings determining the vesting proportion of the incentives [5]. Group 8: Assessment Procedures - The assessment process involves data provision by the finance department, performance target setting, and a structured review and appeal process for the assessment results [6]. Group 9: Assessment Result Management - Post-assessment, all records will be archived for ten years, ensuring confidentiality and integrity of the performance evaluation documentation [7].

Core Viewpoint - The company has adjusted the performance assessment criteria for the 2024 restricted stock incentive plan, ensuring compliance with relevant laws and regulations, and confirming that the adjustment does not harm the interests of the company and its shareholders, particularly minority shareholders [1][2]. Summary by Relevant Sections - The adjustment of the performance assessment for the 2024 restricted stock incentive plan aligns with the provisions of the Company Law, Securities Law, Management Measures, Listing Rules, and Self-Regulatory Guidelines [1]. - The Compensation and Assessment Committee unanimously agrees to submit the adjusted performance assessment matter to the company's board of directors for review [1].

Core Points - The company has proposed a 2024 Restricted Stock Incentive Plan aimed at enhancing corporate governance and aligning the interests of shareholders and management [1][6][10] - The plan involves granting a total of 2.34 million restricted shares, representing 2.15% of the company's total share capital of 108.92 million shares [2][12] - The grant price for the restricted shares is set at 9.52 RMB per share, which is below the average trading price prior to the announcement [17][18] - The plan is designed to attract and retain key management talent, ensuring alignment with the company's long-term development goals [6][23] Summary by Sections Purpose and Principles - The plan aims to establish a robust incentive mechanism to ensure the company's strategic goals are met while safeguarding shareholder interests [6][10] - It emphasizes the alignment of interests among shareholders, the company, and its management [6] Management Structure - The highest authority for the plan is the shareholders' meeting, which will approve the plan and any changes [7] - The board of directors is responsible for executing the plan, with oversight from the supervisory board [8] Incentive Objects - The plan targets three individuals: the board members and senior management, excluding independent directors and supervisors [9][12] - The selection of incentive objects is based on legal and performance criteria [9] Stock Source and Distribution - The restricted shares will be sourced from the company's repurchase from the secondary market or through targeted issuance [2][12] - The distribution of shares among the incentive objects is equal, with each receiving 78,000 shares [12] Validity and Granting Conditions - The plan is valid for a maximum of 48 months from the date of grant [13] - The granting of shares is contingent upon the approval of the shareholders' meeting and must occur within 60 days of approval [14] Vesting Arrangements - Shares will vest in three phases based on performance and tenure, with specific performance targets set for each phase [15][19] - The performance targets include net profit growth rates, with varying thresholds for each vesting period [19][23] Adjustment Mechanisms - The plan includes provisions for adjusting the number and price of shares in response to corporate actions such as stock splits or dividends [24][25] Accounting Treatment - The company will account for the stock options according to relevant accounting standards, estimating the fair value of the shares at the time of grant [26][27] - The estimated impact on net profit due to the stock option expenses is expected to be minimal compared to the potential positive effects on company performance [28] Handling Changes in Company or Incentive Objects - The plan will terminate if the company faces significant adverse events, with unvested shares being forfeited [29] - Changes in the status of incentive objects, such as job changes, will affect their eligibility for unvested shares [29]

| 证券代码：301068 | | 证券简称：大地海洋 | | --- | --- | --- | | 上海荣正企业咨询服务（集团）股份有限公司 | | | | 关于 | | | | 杭州大地海洋环保股份有限公司 | | | | 调整 2024 年限制性股票激励计划 | | | | 业绩考核相关事项 | | | | 之 | | | | 独立财务顾问报告 | | | | | | 目 录 | | 一、释义 | | | | 大地海洋、本公司、公司 指 | | 杭州大地海洋环保股份有限公司 | | 限制性股票激励计划、激 | | 杭州大地海洋环保股份有限公司 2024 年限制性股票激 | | 指 | | | | 励计划、本计划 励计划 | | | | 独立财务顾问 指 | | 上海荣正企业咨询服务（集团）股份有限公司 | | 《上海荣正企业咨询服务（集团）股份有限公司关于杭 | | | | 独立财务顾问报告 指 | | 州大地海洋环保股份有限公司 2024 年限制性股票激励 | | 计划（草案）之独立财务顾问报告》 | | | | 限制性股票、第二类限制 | | 符合本激励计划授予条件的激励对象，在满足相应获益 | ...

Core Viewpoint - The company has proposed a restricted stock incentive plan for 2024, aiming to enhance corporate governance, align interests among stakeholders, and attract and retain talent [1][8]. Group 1: Incentive Plan Overview - The incentive plan involves granting 2.34 million restricted stocks, accounting for 2.15% of the company's total share capital of 108.92 million shares [2][13]. - The grant price for the restricted stocks is set at 9.52 yuan per share [2][17]. - The plan is designed for three individuals, including directors and senior management, excluding independent directors and supervisors [3][11]. Group 2: Conditions and Adjustments - The plan stipulates that the granted stocks will not confer shareholder rights until they are vested, and they cannot be transferred or used as collateral before vesting [2][3]. - Adjustments to the grant price and quantity will be made in case of corporate actions such as stock dividends or capital increases [2][14]. - The vesting period for the restricted stocks is a maximum of 48 months, with specific vesting schedules based on performance metrics [14][16]. Group 3: Performance Metrics - The performance assessment for vesting includes annual net profit growth targets, with specific thresholds set for each vesting period [19][21]. - The first vesting period requires a minimum net profit growth of 10% for 2024, while subsequent periods have progressively higher targets [19][21]. - Individual performance evaluations will also influence the vesting of stocks, with a grading system determining the percentage of stocks that can be vested based on performance [21][22]. Group 4: Governance and Approval Process - The plan must be approved by the company's shareholders and is subject to oversight by the board of directors and the supervisory board [4][9]. - The board of directors is responsible for the implementation of the plan, while the supervisory board will ensure compliance with legal and regulatory requirements [9][10]. - The company will publicly disclose the results of the shareholder meeting and the details of the approved incentive plan [30].

Core Viewpoint - The company is adjusting its 2024 restricted stock incentive plan's performance assessment indicators to better align with the current market environment and operational realities, ensuring the plan remains effective and challenging for the incentive recipients [9][12][18]. Group 1: Approval and Authorization Procedures - The company has completed necessary procedures for the adjustment, including board and supervisory committee meetings, and has disclosed relevant information to shareholders [7][9]. - The adjustment requires approval from the shareholders' meeting after being reviewed by the board and supervisory committee [9][18]. Group 2: Reasons for Adjustment - The adjustment is prompted by changes in government policy regarding the handling of waste electrical and electronic products, which affects the company's revenue expectations [9][10][12]. - The company aims to ensure that the performance targets set in the incentive plan remain relevant and achievable in light of these external changes [12][18]. Group 3: Specific Adjustments - The performance assessment indicators for the years 2025-2026 will be revised, with new targets reflecting a combination of net profit and revenue growth [12][13][15]. - The adjusted targets include a minimum net profit growth rate of 10% for 2024, 20% for 2025, and 30% for 2026, with corresponding trigger values set lower to ensure feasibility [13][16]. Group 4: Reasonableness of Performance Indicators - The revised performance indicators are deemed reasonable and scientifically set, taking into account macroeconomic conditions, industry trends, and the company's strategic goals [15][17]. - The assessment framework includes both company-level and individual performance evaluations, enhancing the overall effectiveness of the incentive plan [17][18].

Core Viewpoint - The company has proposed adjustments to the performance assessment criteria of its 2024 restricted stock incentive plan, which will be submitted for shareholder approval [1][2][3] Decision Process and Disclosure - The company held a board meeting on September 20, 2024, to approve the draft of the 2024 restricted stock incentive plan and related proposals [2] - The supervisory board also reviewed and approved the plan on the same day, confirming the list of incentive recipients [2][3] - A public notice regarding the incentive recipients was displayed from September 21 to September 30, 2024, with no objections raised [2] - The second extraordinary general meeting of shareholders approved the plan on October 14, 2024 [3] Adjustments to Performance Assessment - The performance assessment period for the incentive plan is set for 2024-2026, with annual assessments [4] - The original performance targets were based on a minimum net profit growth rate of 10% for 2024, 20% for 2025, and 30% for 2026 [4] - The adjusted targets now include a minimum revenue growth rate of 50% for 2025 and 80% for 2026, alongside the net profit growth requirements [5] Reasons for Adjustment - The adjustment is necessitated by changes in the industry environment and new government policies regarding the handling of waste electrical and electronic products, which impact the company's revenue expectations [6][9] - The company aims to align the performance targets with its actual operational conditions and market environment to ensure the effectiveness of the incentive plan [9] Impact of Adjustments - The adjustments are not expected to adversely affect the company's financial status or operational results, nor do they compromise the interests of shareholders, particularly minority shareholders [10][12] - The adjustments have been reviewed and approved by the remuneration and assessment committee, supervisory board, and legal advisors, confirming compliance with relevant regulations [10][11][12] Independent Financial Advisor's Opinion - The independent financial advisor has affirmed that the adjustments to the incentive plan have received necessary approvals and comply with applicable laws and regulations [12]

杭州大地海洋环保股份有限公司 董事、高级管理人员所持公司股份及其变动管理制度 第二章 股票买卖禁止行为 第五条 公司董事和高级管理人员所持本公司股份在下列情形下不得转让： (一)本公司股票上市交易之日起一年内； (二)本人离职后半年内； 第一章 总 则 第一条 为加强对杭州大地海洋环保股份有限公司(以下简称"公司"或"本 公司") 董事和高级管理人员所持本公司股份及其变动的管理，维护证券市场秩 序，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》)、《深圳证券交易所创业板股票上市规则》《深圳 证券交易所上市公司自律监管指引第 10 号——股份变动管理》等法律、法规、 规范性文件，结合《杭州大地海洋环保股份有限公司章程》(以下简称《公司章 程》)的有关规定，制订本制度。 第二条 公司董事和高级管理人员应当遵守本制度。 第三条 公司董事和高级管理人员所持本公司股份，是指登记在其名下和利 用他人账户持有的所有本公司股份。 公司董事和高级管理人员从事融资融券交易的，还包括记载在其信用账户内 的本公司股份。 第四条 公司董事和高级管理人员在买卖公司股票及其衍生品种前，应 ...