Core Points - The company has approved the 2025 Stock Appreciation Rights (SAR) incentive plan, with the grant date set for February 14, 2025, and a total of 238,700 SARs to be granted [1][8][40] - The SARs will not involve actual stock but will use the company's A-share common stock as a virtual stock target [1] - The plan includes performance assessment requirements at both the company and individual levels, with specific targets for revenue and net profit for the years 2025 to 2027 [5][22] Summary by Sections 2025 Stock Appreciation Rights Incentive Plan Overview - The SARs will be granted based on the conditions set forth in the plan, with a total of 238,700 SARs allocated to four individuals [1][8] - The plan does not include independent directors, supervisors, or shareholders holding more than 5% of the company's shares [2][8] Granting Conditions and Procedures - The SARs will be valid for a maximum of 50 months from the grant date, with the ability to exercise starting 14 months after the grant [3][4] - The granting process was approved by the board and supervisory committee on February 14, 2025, following the authorization from the shareholders' meeting [6][40] Performance Assessment Requirements - Company-level performance targets for the SARs include specific revenue and net profit goals for the fiscal years 2025 to 2027 [5][22] - Individual performance assessments must also be met for the SARs to be exercised, with a grading system from S (outstanding) to D (unsatisfactory) determining the exercise ratio [5][24] Financial Impact and Legal Opinions - The company will calculate the fair value of the SARs using the Black-Scholes model, and the associated costs will be recognized in the financial statements [11][12] - Legal opinions confirm that the granting of SARs complies with relevant laws and regulations, ensuring that all conditions for granting have been met [13][36] 2025 Restricted Stock Incentive Plan Overview - The company has also approved a 2025 Restricted Stock incentive plan, with a total of 2,660,800 shares to be granted on the same date, February 14, 2025 [16][28] - The restricted stock will be sourced from shares repurchased from the secondary market or newly issued shares [16][17] Granting Conditions and Procedures for Restricted Stock - The restricted stock will have a maximum validity of 60 months, with specific vesting conditions tied to performance metrics [19][21] - The granting process for the restricted stock was similarly approved by the board and supervisory committee on February 14, 2025 [26][30] Performance Assessment Requirements for Restricted Stock - The performance assessment for the restricted stock mirrors that of the SARs, with company-level and individual-level targets set for the same fiscal years [22][24] - The vesting of restricted stock is contingent upon meeting both company and individual performance criteria [22][24] Financial Impact and Legal Opinions for Restricted Stock - The financial implications of the restricted stock will also be calculated using the Black-Scholes model, with costs recognized in the financial statements [34][35] - Legal opinions affirm that the restricted stock plan adheres to all applicable laws and regulations, confirming the legitimacy of the granting process [36][37]
湖南国科微电子股份有限公司 关于向公司2025年股票增值权激励计划激励对象授予股票增值权的公告