五洲特种纸业集团股份有限公司股权激励部分限制性股票回购注销实施公告

Core Viewpoint - The company has decided to repurchase and cancel 1,173,900 shares of restricted stock due to the termination of employment of three incentive targets and the failure of 107 incentive targets to meet performance assessment criteria for the year 2024 [2][3][6]. Group 1: Reasons for Repurchase and Cancellation - The repurchase and cancellation of restricted stock is based on the company's 2023 Restricted Stock Incentive Plan, which stipulates that if incentive targets lose their eligibility due to termination of employment or fail to meet performance targets, their unvested shares will be repurchased [2][6][7]. - Specifically, three incentive targets have left the company, and 107 others did not meet the performance criteria, leading to the decision to cancel their unvested shares [2][3][8]. Group 2: Details of the Repurchase - The decision to repurchase was approved in meetings held on August 19, 2025, by the company's board and supervisory board [3][4]. - The repurchase will result in a reduction of the company's registered capital, and creditors have a 30-day period to request debt repayment or guarantees after being notified [4][5]. - The repurchase involves 110 individuals, including senior management and key personnel, totaling 1,173,900 shares, leaving 1,152,900 shares remaining under the incentive plan [8][9]. Group 3: Impact on Share Structure - Following the repurchase, the company's share capital structure will change, with the total number of shares decreasing from 476,901,414 to 475,727,514 [10][12]. - The repurchase will also affect the shareholding ratios of major shareholders, with specific changes to be detailed post-repurchase [11][12]. Group 4: Legal Compliance and Commitments - The company has confirmed that the decision-making process and information disclosure comply with relevant laws and regulations, ensuring no harm to the rights of incentive targets or creditors [12][13][14]. - A legal opinion has been obtained confirming that all necessary procedures have been followed for the repurchase and cancellation of shares [14].