Group 1 - The company held its 12th meeting of the 6th Supervisory Board on July 11, 2025, with all three supervisors present, confirming the meeting's legality and effectiveness [1][2]. - The Supervisory Board approved the adjustment of the stock grant price for the 2022 Restricted Stock Incentive Plan, stating that it complies with relevant regulations and does not harm shareholders' interests [1][2]. - The board acknowledged that the conditions for the third vesting period of the initial grant under the 2022 Restricted Stock Incentive Plan have been met, with unanimous approval [2][3]. Group 2 - The board agreed to the cancellation of certain unvested restricted stocks, confirming that this action aligns with legal regulations and the company's incentive plan, ensuring no harm to shareholder interests [2][3].

Core Viewpoint - The legal opinion letter from Grandall Law Firm (Hangzhou) addresses the adjustments to the stock incentive plan of Zhejiang Zhengguang Industrial Co., Ltd., including the cancellation of unvested restricted stocks and the conditions for the third vesting period of the initial grant [1][2][4]. Group 1: Legal Compliance and Approval - The adjustments, cancellations, and vesting matters have received the necessary approvals and authorizations as per the relevant laws and regulations [17][24]. - The company has provided all necessary documentation and guarantees to the law firm for the issuance of the legal opinion [6][5]. Group 2: Stock Incentive Plan Adjustments - The stock grant price was adjusted from 13.33 CNY per share to 13.07 CNY per share due to a cash dividend distribution of 2.60 CNY per 10 shares [19][18]. - The adjustments comply with the provisions of the incentive plan and relevant regulations [19][24]. Group 3: Cancellations of Restricted Stocks - Out of 72 initial grantees, 70 achieved performance results classified as A or B, while 2 were classified as C, leading to the cancellation of 1,200 shares for the latter [20][24]. - The cancellation aligns with the performance assessment criteria outlined in the incentive plan [20][24]. Group 4: Vesting Conditions - The third vesting period for the initial grant is defined as the period from 36 months to 48 months after the initial grant date, with a vesting ratio of 40% [24][21]. - The performance conditions for vesting include specific financial metrics and compliance with regulatory requirements [24][22].

Core Viewpoint - Zhejiang Zhangguang Industrial Co., Ltd. has decided to annul a portion of the second category of restricted stock options that were granted but not yet vested under the 2022 restricted stock incentive plan, following the approval of the board and supervisory committee [1][3][4] Summary by Sections 1. Approval Procedures for the Stock Incentive Plan - The board and supervisory committee approved various proposals related to the 2022 restricted stock incentive plan, including the draft and management methods [1][2] - Independent directors expressed agreement with the proposals, and the supervisory committee verified the list of incentive recipients [2][3] 2. Specifics of the Annulled Restricted Stock - The annulment pertains to 20% of the second category of restricted stock held by two incentive recipients whose personal performance assessment results were rated as C [3][4] - The performance assessment system allows for a 100% vesting rate for A or B ratings, 80% for C, and 0% for D, leading to the annulment of stocks for those rated C [3][4] 3. Impact of the Annulment on the Company - The annulment of the unvested restricted stock will not have a substantial impact on the company's financial status or operational results, nor will it affect the normal implementation of the stock incentive plan [4] 4. Supervisory Committee's Opinion - The supervisory committee concluded that the annulment complies with relevant laws and regulations, and does not harm shareholder interests [4] 5. Legal Opinion Conclusion - The adjustments and annulments have received necessary approvals and comply with applicable laws and regulations, with the company required to fulfill information disclosure obligations [4]

证券代码：301092 证券简称：争光股份 公告编号：2025-037 浙江争光实业股份有限公司 关于作废 2022 年限制性股票激励计划 部分已授予尚未归属的第二类限制性股票的公告 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，没有虚假记载、误导性陈述或重大遗漏。 浙江争光实业股份有限公司（以下简称"公司"或"本公司"） 于 2025 年 7 月 11 日召开第六届董事会第十四次会议和第六届监事会 第十二次会议，审议通过了《关于作废 2022 年限制性股票激励计划 部分已授予尚未归属的第二类限制性股票的议案》。现将有关事项说 明如下： 一、股权激励计划的相关审批程序 限制性股票的议案》，董事会同意以 2022 年 7 月 7 日为首次授予日， 并以13.71元/股的授予价格向符合授予条件的72名激励对象首次授 予 120.75 万股第二类限制性股票。公司独立董事对此发表了同意的 独立意见，公司监事会对本次授予第二类限制性股票的激励对象名单 进行了核实并发表核查意见，律师出具了相关法律意见书。 6、2023 年 5 月 12 日，公司召开第六届董事会第一次会议与第 六届监事会第一次会议，审议通过 ...

证券代码：301092 证券简称：争光股份 公告编号：2025-035 浙江争光实业股份有限公司 关于调整公司 2022 年限制性股票激励计划限制性股票 授予价格的公告 法>的议案》、《关于核实浙江争光实业股份有限公司 2022 年限制性股 票激励计划激励对象名单的议案》，公司监事会对本激励计划的相关 事项进行核实并出具了相关核查意见。 3、2022 年 4 月 25 日至 2022 年 5 月 8 日，公司通过内部公示栏 和公司内部网站，对本激励计划拟首次授予激励对象的姓名及职务予 以公示。截至公示期满，公司监事会未收到任何对本次激励对象名单 提出的异议。2022 年 5 月 9 日，公司在巨潮资讯网上刊登了《浙江 争光实业股份有限公司监事会关于 2022 年限制性股票激励计划激励 对象名单的审核意见及公示情况的说明》。 4、2022 年 5 月 13 日，公司召开 2021 年年度股东大会，审议通 过了《关于公司<2022 年限制性股票激励计划（草案）>及其摘要的 议案》、《关于公司<2022 年限制性股票激励计划实施考核管理办法> 的议案》、《关于提请股东大会授权董事会办理公司 2022 年股权激励 计 ...

证券代码：301092 证券简称：争光股份 公告编号：2025-036 浙江争光实业股份有限公司 关于 2022 年限制性股票激励计划 首次授予部分第三个归属期归属条件成就的公告 3、归属价格（调整后）：13.07 元/股。 4、归属股票来源：公司向激励对象定向发行公司 A 股普通股股 票。 浙江争光实业股份有限公司（以下简称"公司"）于 2025 年 7 月 11 日召开第六届董事会第十四次会议和第六届监事会第十二次会 议，审议通过了《关于 2022 年限制性股票激励计划首次授予部分第 三个归属期归属条件成就的议案》，根据公司《2022 年限制性股票 激励计划（草案）》（以下简称"《激励计划》"或"本激励计划"） 的规定和 2021 年年度股东大会的授权，现对有关事项说明如下： 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。 重要内容提示： 1、符合本次第二类限制性股票归属条件的激励对象共计 72 人。 2、本次第二类限制性股票拟归属数量：48.18 万股，占目前公 司总股本的 0.36%。 一、2022 年限制性股票激励计划简述 1、本激励计划采用的激励工 ...

国浩律师（杭州）事务所 关于 浙江争光实业股份有限公司 2022 年限制性股票激励计划授予价格调整、部 分已授予尚未归属限制性股票作废及首次授予 部分第三个归属期归属条件成就等相关事项 之 法律意见书 关于浙江争光实业股份有限公司 2022 年限制性股票激励计划授予价格调整、部分已授予尚 未归属限制性股票作废及首次授予部分第三个归属期归属 条件成就等相关事项 之 法律意见书 致：浙江争光实业股份有限公司 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 二〇二五年七月 国浩律师（杭州）事务所 法律意见书 国 ...

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1] - The company is established as a joint-stock limited company and operates independently with self-financing [1] - The company was registered on August 27, 2021, and publicly issued 33,333,334 shares on November 2, 2021, on the Shenzhen Stock Exchange [1] Business Objectives and Scope - The company's business philosophy is "people-oriented, technological innovation," aiming to become a green technology enterprise with international vision [1] - The registered capital of the company is RMB 134,053,484 [1] Shares - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [2] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [2][3] - The company is prohibited from repurchasing its own shares except under specific circumstances [2][3] Shareholders and Shareholder Meetings - The company maintains a shareholder register based on records from the securities registration and settlement institution [5] - Shareholders have rights to dividends, attend meetings, supervise operations, and request information [5][6] - The company must hold annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [5][6][7] Board of Directors and Management - The board of directors is responsible for the company's operations and must act in the best interests of the company and its shareholders [8] - Directors and senior management must disclose their shareholdings and are subject to restrictions on transferring shares [4][5] Financial Assistance and Transactions - The company can provide financial assistance for acquiring its shares under certain conditions, with a limit of 10% of the total issued capital [2] - Significant transactions, including asset purchases and financial guarantees, require shareholder approval [12][13][14] Legal Compliance and Responsibilities - The company and its shareholders must comply with laws and regulations, and shareholders abusing their rights may face legal consequences [10][11] - The company must fulfill its information disclosure obligations in accordance with legal requirements [7][8]

Core Points - The article outlines the independent director system of Zhejiang Zhangguang Industrial Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2][3]. Group 1: General Provisions - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [2][3]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their responsibilities in accordance with laws, regulations, and the company's articles of association [2][3]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][3]. Group 2: Qualifications of Independent Directors - Independent directors must maintain independence and cannot be individuals who have certain relationships or interests with the company or its major shareholders [5][6]. - Specific disqualifications include holding more than 1% of the company's shares, being employed by major shareholders, or having significant business dealings with the company [5][6]. - Independent directors must have at least five years of relevant work experience and possess basic knowledge of corporate operations and relevant laws [6][7]. Group 3: Nomination and Election of Independent Directors - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent directors, subject to election by the shareholders' meeting [11][12]. - The nomination process requires the consent of the nominee and a thorough understanding of their qualifications and independence [11][12]. Group 4: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [18][19]. - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [19][20]. - Independent directors must attend board meetings and can delegate their voting rights to other independent directors if unable to attend [22][23]. Group 5: Performance and Reporting - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and communication with shareholders [15][16]. - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [32][33]. Group 6: Compensation and Rights - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [36][37]. - The company must ensure that independent directors have equal access to information and resources necessary for their roles [33][34].

Core Points - The article outlines the implementation rules for the Audit Committee of Zhejiang Zhangguang Industrial Co., Ltd, aimed at enhancing the board's decision-making and supervision over management [1][2] - The Audit Committee is established as a specialized working body under the board, responsible for communication, supervision, and verification of internal and external audits [1][2] Committee Composition - The Audit Committee consists of three directors who are not senior management, including at least two independent directors, with one being a professional in accounting [3] - Committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [3][4] Committee Responsibilities - The Audit Committee exercises the powers of the supervisory board as defined by the Company Law, including reviewing financial information and overseeing internal controls [3][4] - It must approve certain matters by a majority before submission to the board, such as financial reports, hiring or firing of auditors, and changes in accounting policies [3][4] Meeting Procedures - The Audit Committee holds regular meetings at least quarterly and can convene temporary meetings as needed, requiring a two-thirds attendance for decisions [5][6] - Meeting records must be accurate and reflect the opinions of attendees, and decisions must be reported to the board in writing [7][8] Internal Audit Oversight - The internal audit department assists the Audit Committee and is responsible for preparing materials and reports on audit findings [4][5] - The Audit Committee supervises the internal audit department's work and ensures compliance with internal audit plans [4][5]