南亚新材料科技股份有限公司第三届董事会第二十七次会议决议公告

Group 1 - The core point of the article is the approval of the 2026 Employee Stock Ownership Plan (ESOP) by the board of directors of Nanya New Materials Technology Co., Ltd. to enhance employee engagement and company governance [5][75]. - The board meeting was held on February 10, 2026, with all 9 directors present, confirming the legality and validity of the meeting [2][4]. - The board approved the establishment of a special account for raising funds and authorized the chairman to handle related matters [3][4]. Group 2 - The ESOP aims to improve the sharing mechanism between employees and shareholders, enhance governance, and promote long-term sustainable development [22][75]. - The plan includes principles such as compliance with laws, voluntary participation, long-term incentives, and risk-bearing by participants [22][25]. - The expected participants in the ESOP include approximately 117 individuals, with a total subscription amount of about 65.96 million yuan, representing 0.59% of the company's total share capital [28][35]. Group 3 - The purchase price for the shares under the ESOP is set at 47.47 yuan per share, determined based on the higher of two pricing methods [32][33]. - The plan's duration is set for 24 months, with a minimum holding period of 12 months [37]. - The ESOP will be managed by a management committee elected by the participants, responsible for daily management and exercising shareholder rights [41][54]. Group 4 - The board will seek shareholder approval for the ESOP, and the plan will be implemented only after this approval [8][75]. - The company will ensure that the ESOP assets are independent from its own assets, preventing any misuse [60]. - The management committee will oversee the execution of the ESOP, including the handling of stock transfers and distributions [54][68].