Workflow
Beijing Huaru Technology (301302)
icon
Search documents
华如科技: 董事会薪酬与考核委员会关于公司2025年限制性股票激励计划相关事项的核查意见
Zheng Quan Zhi Xing· 2025-08-25 17:15
Core Viewpoint - The company is set to implement a restricted stock incentive plan for 2025, which has been reviewed and approved by the Board's Compensation and Assessment Committee, ensuring compliance with relevant laws and regulations [1][3][4] Group 1: Eligibility and Compliance - The company has confirmed its eligibility to implement the stock incentive plan, meeting the criteria outlined in the Company Law, Securities Law, and other regulatory guidelines [2][3] - The incentive plan does not include independent directors, foreign employees, or shareholders holding more than 5% of the company's shares, ensuring compliance with the regulations [2][3] Group 2: Plan Details and Approval Process - The draft of the 2025 restricted stock incentive plan has been developed in accordance with legal requirements, including the distribution mechanism that aligns the interests of management and shareholders [3][4] - The plan's details, including the grant arrangements, vesting conditions, and other relevant terms, have been structured to avoid infringing on the interests of the company and its shareholders [4] - The plan is subject to approval at the upcoming shareholders' meeting before it can be implemented [4]
华如科技: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:15
Group 1 - The board of directors of Beijing Huaru Technology Co., Ltd. held its 11th meeting of the 5th session, with all 6 directors present, and the meeting was deemed legally valid [1] - The board approved the 2025 semi-annual report, confirming that it accurately reflects the company's operational status for the first half of 2025 without any false statements or omissions [1][2] - The board also confirmed that the use of funds raised from the initial public offering complied with relevant regulations, and the report on the use of these funds was approved [2] Group 2 - The company proposed a 2025 restricted stock incentive plan draft to attract and retain talent, aligning the interests of shareholders, the company, and core team members [3][4] - The board authorized to determine the grant date and make necessary adjustments to the number of restricted stocks in case of capital changes [4][5] - The board's proposal for the 2025 employee stock ownership plan draft aims to enhance employee engagement and ensure long-term development [5][8] Group 3 - The board requested authorization from the shareholders' meeting to manage the 2025 employee stock ownership plan, including establishing, modifying, and terminating the plan [8][9] - The board's authorization will remain effective until the completion of the employee stock ownership plan [9] - A second extraordinary shareholders' meeting is scheduled for September 10, 2025, to discuss these proposals [9]
华如科技: 关于召开2025年第二次临时股东会的通知
Zheng Quan Zhi Xing· 2025-08-25 17:15
Meeting Information - The company will hold its second extraordinary general meeting of shareholders for 2025 on September 10, 2025, at 14:30, combining on-site voting and online voting [1][2] - The meeting is convened by the fifth board of directors and complies with relevant laws and regulations [1][2] - The registration date for shareholders is September 3, 2025 [2] Voting Procedures - Shareholders can choose between on-site voting and online voting, with the online voting period from 9:15 to 15:00 on the meeting day [2][5] - The meeting will include proposals that require a two-thirds majority approval from attending shareholders [4] Agenda Items - The meeting will discuss several proposals, including the 2025 Restricted Stock Incentive Plan and the 2025 Employee Stock Ownership Plan [3][4] - All proposals are categorized as special resolutions, requiring specific voting procedures for related shareholders [4] Registration and Attendance - Registration for the meeting will take place on September 9, 2025, from 9:00 to 17:00 [4] - Shareholders must provide necessary documentation for registration, including identification and proof of shareholding [4][5] Contact Information - For inquiries, shareholders can contact the company via phone or email, with specific details provided for communication [5]
华如科技: 创业板上市公司股权激励计划自查表
Zheng Quan Zhi Xing· 2025-08-25 17:15
Core Viewpoint - The article discusses the compliance and regulatory requirements for the stock incentive plan of Huaru Technology Co., Ltd., emphasizing the need for adherence to relevant laws and regulations in the implementation of the plan [2][3][5]. Compliance Requirements - The financial reports for the most recent accounting year did not receive a negative opinion or inability to express an opinion from the registered accountant [2]. - There have been no instances in the last 36 months where the company failed to distribute profits according to laws, regulations, or public commitments [2]. - The stock incentive plan must not exceed 20% of the company's total share capital in terms of the total number of shares involved [2][3]. Incentive Object Requirements - The necessity and reasonableness of including shareholders or actual controllers holding more than 5% of the company's shares as incentive objects must be justified [2]. - No major violations leading to administrative penalties or market bans from the China Securities Regulatory Commission (CSRC) have occurred in the last 12 months [2]. Disclosure and Transparency - The stock incentive plan must provide a detailed explanation of compliance with the management regulations, including the purpose of the plan and the criteria for selecting incentive objects [3]. - The plan must disclose the number of rights to be granted and their percentage of the total share capital, including any reserved rights [3]. - The plan's effective period, authorization date, and conditions for exercising rights must be clearly stated [3]. Performance Assessment - Performance assessment indicators for incentive objects must be objective, clear, and conducive to enhancing the company's competitiveness [3]. - At least three comparable companies from the same industry should be selected as benchmarks for performance indicators [3]. Legal and Procedural Compliance - The company must ensure that the stock incentive plan complies with the management regulations and that all necessary legal opinions have been obtained [5][6]. - The company guarantees the accuracy and completeness of the information provided and assumes legal responsibility for any inaccuracies [6].
华如科技: 2025年限制性股票激励计划实施考核管理办法
Zheng Quan Zhi Xing· 2025-08-25 17:15
Core Viewpoint - The company plans to implement a restricted stock incentive plan for 2025 to enhance its corporate governance structure and attract talent, ensuring steady performance improvement and achievement of strategic goals [1][2]. Group 1: Purpose and Principles of Assessment - The purpose of the assessment is to improve corporate governance and establish an effective incentive mechanism to ensure the successful implementation of the stock incentive plan [1]. - The assessment must adhere to principles of fairness, openness, and justice, linking the incentive plan closely with the performance and contributions of the incentivized individuals [1][2]. Group 2: Scope and Institutions of Assessment - The assessment applies to all participants in the incentive plan, including senior management and core employees, excluding independent directors and major shareholders [2]. - The board's remuneration and assessment committee will lead and review the assessment, while the human resources center will implement the assessment work [2][4]. Group 3: Performance Assessment Indicators and Standards - The performance assessment for the company will be conducted over three fiscal years (2025-2027), with specific profit targets set for each year [3][4]. - Individual performance will be evaluated based on internal standards, with four levels of assessment (A, B, C, D) determining the proportion of stock that can be vested [4]. Group 4: Assessment Period and Procedures - The vesting assessment will occur annually from 2025 to 2027, with specific procedures outlined for evaluating performance and determining stock allocation [6][7]. - The financial center will assess whether the company meets the performance indicators, and the results will be reviewed by the board's remuneration and assessment committee [6][7]. Group 5: Management of Assessment Results - Employees have the right to know their assessment results and can appeal if they disagree, with a structured process for feedback and resolution [5]. - The assessment results will be documented and archived, serving as the basis for stock vesting [5].
华如科技: 2025年限制性股票激励计划(草案)摘要
Zheng Quan Zhi Xing· 2025-08-25 17:15
Core Viewpoint - The company is proposing a restricted stock incentive plan for 2025, aimed at attracting and retaining talent while aligning the interests of shareholders, the company, and core team members [2][9][22]. Group 1: Incentive Plan Overview - The incentive plan involves granting up to 1.05 million restricted stocks, accounting for approximately 0.67% of the company's total share capital of 155.865 million shares [2][13]. - The grant price for the restricted stocks is set at 13.57 yuan per share [2][19]. - The plan is designed to motivate four senior management and key employees, excluding independent directors and major shareholders [4][12]. Group 2: Conditions and Adjustments - The plan stipulates that the grant and vesting of stocks will be adjusted in case of corporate actions like stock dividends or capital increases [3][13]. - The vesting period for the restricted stocks is a maximum of 48 months, with specific performance targets set for each year [6][19]. - The performance targets include achieving a net profit of no less than 1 million yuan for the year 2025 [20][22]. Group 3: Governance and Compliance - The company's board of directors is responsible for implementing the plan, with oversight from the remuneration and assessment committee [9][10]. - The plan requires approval from the shareholders' meeting before implementation [10][12]. - The company commits not to provide financial assistance to the incentive recipients for acquiring the restricted stocks [4][12]. Group 4: Accounting and Financial Impact - The company will account for the stock incentive costs according to relevant accounting standards, estimating the impact on net profit during the vesting period [27][28]. - The estimated total expense for the stock incentive plan will be amortized over the vesting period, affecting the company's financial statements [27][28]. Group 5: Termination and Changes - The plan may be terminated if the company faces adverse conditions such as negative audit opinions or failure to distribute profits as promised [29][30]. - Changes in the legal framework regarding stock incentives will be adhered to, ensuring compliance with updated regulations [12][29].
华如科技: 2025年限制性股票激励计划激励对象名单
Zheng Quan Zhi Xing· 2025-08-25 17:15
Summary of Key Points Core Viewpoint - Beijing Huaru Technology Co., Ltd. has announced the allocation of restricted stock to its senior management and core employees, indicating a strategic move to incentivize key personnel and align their interests with the company's performance [1]. Restricted Stock Allocation Details - The total number of restricted shares granted is 105,000 shares, which represents 100% of the total allocation [1]. - Among the recipients, one core employee received 20,000 shares, accounting for 19.05% of the total allocation and 0.13% of the company's total share capital [1]. - It is noted that no individual recipient has been granted more than 20% of the company's total share capital through the equity incentive plan [1].
华如科技: 上海荣正企业咨询服务(集团)股份有限公司关于北京华如科技股份有限公司2025年限制性股票激励计划(草案)之独立财务顾问报告
Zheng Quan Zhi Xing· 2025-08-25 17:15
Core Viewpoint - The independent financial advisor report evaluates the stock incentive plan of Beijing Huaru Technology Co., Ltd., confirming its compliance with relevant laws and regulations, and its potential positive impact on the company's sustainable operation and shareholder equity [4][21][25]. Group 1: Stock Incentive Plan Overview - The stock incentive plan involves granting restricted stocks to key employees, excluding independent directors and major shareholders [6][8]. - The total number of restricted stocks to be granted is not more than 1.05 million shares, accounting for 0.67% of the company's total share capital of 15.5865 million shares [8][9]. - The plan's effective period is up to 48 months from the grant date, with specific vesting arrangements [9][24]. Group 2: Granting and Vesting Conditions - The grant price for the restricted stocks is set at 13.57 yuan per share, which is compliant with the regulations [25][23]. - Vesting is contingent upon meeting performance targets, including a minimum net profit of 1 million yuan for 2025 and 1.5 million yuan for 2026 [17][26]. - The vesting schedule includes three phases, with 40% vesting after 12 months, 30% after 24 months, and 30% after 36 months [11][24]. Group 3: Compliance and Feasibility - The independent financial advisor confirms that the plan adheres to the relevant laws, including the Company Law and Securities Law [21][25]. - The plan's implementation is deemed feasible, with clear procedures for granting and vesting [21][25]. - The total number of shares involved in all effective incentive plans does not exceed 20% of the company's total share capital [21][25]. Group 4: Impact on Company and Shareholders - The implementation of the stock incentive plan is expected to positively influence the company's sustainable operation and shareholder equity by aligning the interests of key employees with those of shareholders [25][26]. - The plan includes provisions for the return of benefits if the company is found to have made misleading disclosures [26]. - The performance assessment system is designed to motivate employees and ensure alignment with the company's long-term goals [27][28].
华如科技(301302.SZ):上半年净亏损8380.91万元
Ge Long Hui A P P· 2025-08-25 15:43
Group 1 - The company, Huaru Technology (301302.SZ), reported a revenue of 103 million yuan for the first half of 2025, representing a year-on-year growth of 3.85% [1] - The net profit attributable to shareholders of the listed company was -83.81 million yuan [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -89.30 million yuan [1] - The basic earnings per share were -0.54 yuan [1]
华如科技:拟向激励对象4人授予限制性股票105万股
Mei Ri Jing Ji Xin Wen· 2025-08-25 15:36
Group 1 - The core point of the news is that Huaru Technology announced an incentive plan to grant restricted stock to four individuals, with a total of up to 1.05 million shares, representing 0.67% of the company's total equity of approximately 156 million shares [1] - The restricted stock will be granted at a price of 13.57 yuan per share, and the vesting period will last up to 48 months from the date of grant [1] - As of the first half of 2025, Huaru Technology's revenue composition is as follows: hardware products account for 78.21%, software products for 11.09%, technology development for 10.69%, and other businesses for 0.01% [1] Group 2 - As of the latest report, Huaru Technology has a market capitalization of 4.2 billion yuan [2]