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首都在线: 上海荣正企业咨询服务(集团)股份有限公司关于北京首都在线科技股份有限公司2025年限制性股票激励计划(草案)之独立财务顾问报告

Core Viewpoint - The company, Beijing Capital Online Technology Co., Ltd., is implementing a restricted stock incentive plan aimed at enhancing employee motivation and retaining key talent, particularly in a competitive industry environment [4][6][19]. Group 1: Incentive Plan Overview - The restricted stock incentive plan will be managed by the company's Board of Directors' Compensation and Assessment Committee, focusing on the company's actual situation and policy environment in China [3][4]. - The total number of restricted stocks to be granted under this plan does not exceed 3 million shares, accounting for approximately 0.60% of the company's total share capital [7][8]. Group 2: Target Recipients and Allocation - The incentive plan targets directors, senior management, and core technical (business) personnel within the company and its subsidiaries [4][5]. - The initial grant will not include independent directors or shareholders holding more than 5% of the company's shares [5][6]. Group 3: Grant and Vesting Conditions - The vesting of restricted stocks is contingent upon the company meeting specific performance targets, including revenue growth rates of at least 23.20% for 2025 and 41.68% for 2026, based on 2023 figures [17][18]. - The grant price for the restricted stocks is set at 10.98 yuan per share, which is aligned with regulatory requirements [18][23]. Group 4: Compliance and Feasibility - The independent financial advisor confirms that the incentive plan complies with relevant laws and regulations, ensuring that it does not harm the interests of the company and its shareholders [19][21][24]. - The plan includes provisions for adjusting the number of granted stocks in case of corporate actions such as stock splits or dividends [8][9]. Group 5: Financial Implications - The implementation of the incentive plan is expected to have a positive impact on the company's ongoing operational capacity and shareholder equity, as the interests of the incentive recipients will align with those of the shareholders [26].