南通海星电子股份有限公司第五届董事会第十二次会议决议公告

Group 1 - The core point of the article is the approval of the 2025 Stock Option Incentive Plan by the board of directors of Nantong Haixing Electronics Co., Ltd. to attract and retain talent while aligning the interests of shareholders, the company, and core team members [2][4][18] - The board meeting was held on December 10, 2025, with all 9 directors present, and the meeting complied with relevant laws and regulations [1] - The incentive plan aims to establish a long-term incentive mechanism to motivate employees and ensure the company's long-term development while safeguarding shareholder interests [3][18] Group 2 - The stock option incentive plan involves granting 9.9 million stock options, accounting for 4.09% of the company's total share capital of 241.8904 million shares [21] - The exercise price for the stock options is set at 14.66 yuan per share, which is based on a discount from the average trading price prior to the announcement [28] - The plan includes a waiting period of 12, 24, and 36 months before the options can be exercised, with specific conditions outlined for both company and individual performance [30][36] Group 3 - The incentive plan will be submitted to the shareholders' meeting for approval, and a temporary shareholders' meeting will be convened to discuss the relevant proposals [14][13] - The plan specifies that the board of directors will be authorized to handle matters related to the stock option incentive, including determining the grant date and adjusting the number of options in case of capital changes [8][9][10] - The plan also outlines the conditions under which stock options can be granted and exercised, ensuring compliance with legal and regulatory requirements [31][35]