黑芝麻智能(02533) - 2025 - 年度业绩

Supplementary Announcement Overview This section provides an overview of the supplementary announcement, detailing its purpose and background Purpose and Background of the Announcement This announcement provides supplementary information for Black Sesame International Holding Limited's annual report for the year ended December 31, 2024, ensuring comprehensive disclosure - This announcement supplements the company's annual report for the year ended December 31, 2024, providing additional information[3][12] Corporate Governance Measures This section outlines corporate governance measures implemented to manage potential conflicts of interest with the single largest shareholder Measures Related to the Single Largest Shareholder The company has implemented corporate governance measures to protect all shareholders' rights, especially minority shareholders, and prevent potential conflicts of interest with Mr. Shan, the single largest shareholder (holding approximately 21.68% of voting rights); independent non-executive directors confirmed no conflicts during the reporting period - Mr. Shan controls approximately 21.68% of the total issued shares as of December 31, 2024, making him the company's single largest shareholder[4] - The company has implemented corporate governance measures, including internal control mechanisms for related party transactions, annual reviews by independent non-executive directors for conflict assessment, and disclosure of decisions per listing rules[4] - Independent non-executive directors confirmed, after reviewing information provided by Mr. Shan, that there were no conflicts of interest between the Group and Mr. Shan during the reporting period[4] Post-IPO Share Scheme This section details the Post-IPO Share Scheme, including total issuable shares, participant entitlement limits, and conditions for granting, exercising, and vesting options and awards Total Number of Shares Issuable The company disclosed the total number of shares issuable under the Post-IPO Share Scheme and confirmed no options or awards were granted from the listing date to the annual report date - No options and/or awards were granted by the Board to any participants under the Post-IPO Share Scheme from the listing date to the annual report date[6] Total Number of Shares Issuable Under Post-IPO Share Scheme | Indicator | Quantity/Ratio | | :--- | :--- | | Maximum Total | 56,916,925 shares | | Percentage of Total Issued Shares as of December 31, 2024 | Approximately 10.00% | | Percentage of Total Issued Shares as of Latest Practicable Date | Approximately 9.02% | Cap on Entitlement for Each Participant The share scheme stipulates that if the total shares granted to a single participant exceed 1% of the issued share capital within 12 months, separate shareholder approval is required, with connected persons abstaining from voting - If the total number of shares granted to a single participant exceeds 1% of the total issued shares within 12 months, separate approval by shareholders in a general meeting is required[7] - If the participant is a connected person, they and their close associates must abstain from voting[7] Grant of Options and Awards Upon accepting Post-IPO options or awards, grantees generally are not required to pay, unless the Board determines a purchase price for awards, considering factors like closing price, scheme objectives, and participant characteristics - Grantees are not required to pay any amount upon acceptance of a Post-IPO option offer[8] - Grantees are generally not required to pay any amount upon acceptance of a Post-IPO award offer, unless otherwise determined by the Board[8] - Any purchase price for a specific Post-IPO award, if any, is determined at the Board's discretion, considering factors such as the closing price of shares, scheme objectives, and participant characteristics[8] Exercise Period and Exercise Price of Options The exercise period for Post-IPO options is determined by the Board or Remuneration Committee, not exceeding ten years from the grant date, with the exercise price being at least the higher of the closing price on the offer date or the average closing price over the five preceding business days - The exercise period for Post-IPO options is determined solely at the discretion of the Board or Remuneration Committee and shall not exceed ten years from the grant date[9] - The exercise price for Post-IPO options shall be at least the higher of: (i) the closing price on the Stock Exchange on the offer date; and (ii) the average closing price on the Stock Exchange for the five business days immediately preceding the offer date[9] Vesting of Options and Awards The vesting period for Post-IPO options and awards is generally not less than 12 months, but the Board may grant shorter periods under specific circumstances such as new hires, termination due to death/disability, administrative compliance, blended/accelerated vesting, or performance-based conditions Vesting Period for Post-IPO Options The vesting period for Post-IPO options shall not be less than 12 months, but the Board may grant shorter periods under specific circumstances like new hires, termination due to death/disability, administrative compliance, blended/accelerated vesting, or performance-based conditions - The vesting period for Post-IPO options shall not be less than 12 months[10] - The Board may, at its discretion, grant a shorter vesting period under specific circumstances such as compensation for new hires, termination of employment due to death/disability, administrative and compliance reasons, blended or accelerated vesting schedules, or adoption of performance-based vesting conditions[10] Vesting Period for Post-IPO Awards The vesting period for Post-IPO awards shall also not be less than 12 months, with similar exceptions allowing the Board to discretionarily shorten the vesting period - The vesting period for Post-IPO awards shall not be less than 12 months[11] - The Board may, at its discretion, grant a shorter vesting period under specific circumstances such as compensation for new hires, termination of employment due to death/disability, administrative and compliance reasons, blended or accelerated vesting schedules, or adoption of performance-based vesting conditions[11] Other Information This section provides additional information regarding the composition of the company's Board of Directors Board Composition As of the announcement date, the Board comprises three executive directors, one non-executive director, and three independent non-executive directors, including Mr. Shan Jizhang, Chairman, Executive Director, and CEO - As of the announcement date, the Board comprises three executive directors, one non-executive director, and three independent non-executive directors[14] - Executive directors include Mr. Shan Jizhang (Chairman, Executive Director, and Chief Executive Officer), Mr. Liu Weihong, and Mr. Zeng Daibing[13][14] - Independent non-executive directors include Professor Li Qingyuan, Professor Long Wenmao, and Professor Xu Ming[14]