证券代码：300416 证券简称：苏试试验 公告编号：2025-030 苏州苏试试验集团股份有限公司 一、审议通过《关于设立苏州苏试试验集团股份有限公司第三期员工持股计 划管理委员会的议案》 为保证公司第三期员工持股计划的顺利进行，保障持有人的合法权益，根据 《苏州苏试试验集团股份有限公司第三期员工持股计划管理办法》规定，本员工 持股计划设立管理委员会，对员工持股计划进行日常管理，代表持有人行使股东 权利。管理委员会由 3 名委员组成，设管理委员会主任 1 人，管理委员会委员的 任期为第三期员工持股计划的存续期。 表决结果：同意 5,766.2540 万份，占出席会议的持有人所持有效表决权份额 总数的 100%；反对 0 份；弃权 0 份。 二、审议通过《关于选举苏州苏试试验集团股份有限公司第三期员工持股计 划管理委员会委员的议案》 根据《苏州苏试试验集团股份有限公司第三期员工持股计划管理办法》有关 规定，选举汪雨欣、朱荣华、夏玲为第三期员工持股计划管理委员会委员，任期 为第三期员工持股计划的存续期。 上述三位管理委员会委员未在公司控股股东或者实际控制人单位担任职务， 不属于公司 5%以上股东、实际控制人、董 ...

Core Viewpoint - The company is implementing a differentiated dividend distribution plan, which involves special handling of ex-rights and ex-dividend dates, in accordance with relevant laws and regulations [1][7]. Group 1: Reasons for Differentiated Dividend - The company approved a share repurchase plan using its own or self-raised funds, with a total repurchase amount between RMB 22 million and RMB 40 million, at a price not exceeding RMB 18 per share [2]. - The repurchased shares will be used for employee stock ownership plans or equity incentives, with a repurchase period of 12 months from the board's approval [2]. Group 2: Differentiated Dividend Plan - The company held its annual general meeting on May 28, 2025, and approved a profit distribution plan, proposing to distribute cash dividends of RMB 1.10 per 10 shares (including tax) [4]. - The total share capital of the company is 410 million shares, with 1,009,362 shares held in the repurchase account, leading to a base for cash dividend distribution of 408,990,638 shares [4]. Group 3: Calculation Basis for Differentiated Dividend - The company will only distribute cash dividends without capital reserve transfers or stock dividends, resulting in no change in circulating shares [4]. - The ex-rights and ex-dividend reference price calculations show minimal impact, with the absolute value of the impact being less than 1% [5].

Core Viewpoint - The company is set to implement a 2025 employee stock ownership plan (ESOP) that complies with relevant laws and regulations, aiming to enhance employee engagement and align interests among stakeholders [2][3]. Summary by Sections Legal Compliance - The company confirms that there are no prohibitive circumstances under the Company Law, Securities Law, and other relevant regulations that would prevent the implementation of the employee stock ownership plan [2][3]. - The draft of the 2025 employee stock ownership plan aligns with the legal requirements and does not harm the interests of the company or its shareholders [2][3]. Procedural Validity - The procedures for formulating the employee stock ownership plan are deemed legal and effective, with proper decision-making processes followed during the review of related proposals [2][3]. Eligibility and Participation - All proposed participants in the employee stock ownership plan meet the eligibility criteria set forth in the relevant guidelines and regulations, ensuring that participation is voluntary and not enforced [3]. - The plan adheres to principles of legality, voluntary participation, and self-borne risk, with employee opinions gathered through democratic means prior to implementation [3]. Benefits and Objectives - The implementation of the employee stock ownership plan is expected to enhance employee cohesion and company competitiveness, motivating employees and aligning the long-term interests of the company, shareholders, management, and employees [3].

Group 1 - The company held its 12th meeting of the 3rd Supervisory Board on July 3, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1] - The Supervisory Board approved the draft of the 2025 Employee Stock Ownership Plan, stating it complies with relevant laws and regulations and does not harm the interests of the company or shareholders [1][2] - The voting results for the Employee Stock Ownership Plan were 2 votes in favor, with no opposition or abstentions, and one supervisor recused themselves from the vote [2] Group 2 - The Supervisory Board also approved the management measures for the 2025 Employee Stock Ownership Plan, emphasizing fairness and transparency, which will support the plan's implementation and the company's sustainable development [2] - The voting results for the management measures were the same as for the Employee Stock Ownership Plan, with 2 votes in favor and one supervisor recusing themselves [2] - Further details regarding both the Employee Stock Ownership Plan and its management measures will be disclosed on the Shanghai Stock Exchange website on July 5, 2025 [3]

万兴科技集团股份有限公司 （四）公司实施本次员工持股计划有利于建立、健全激励约束机制，充分调 动公司骨干人员的积极性和创造性，促进公司持续、健康发展，不存在损害公司 及全体股东利益的情形，亦不存在以摊派、强行分配等方式强制员工参与本次员 工持股计划的情形。 董事会薪酬与考核委员会关于 2025 年第二期员工持股计划有关 事项的核查意见 综上，董事会薪酬与考核委员会认为，公司实施本次员工持股计划符合公司 长远发展的需要，不存在损害公司及全体股东利益的情形。 万兴科技集团股份有限公司（以下简称"公司"）全体薪酬与考核委员会委 员在认真审阅第五届薪酬与考核委员会第三次会议相关会议资料的基础上，经充 分、全面的讨论与分析，依据相关规定，就公司 2025 年第二期员工持股计划相 关事项发表核查意见如下： 万兴科技集团股份有限公司 董事会薪酬与考核委员会 （一）公司不存在《关于上市公司实施员工持股计划试点的指导意见》等法 律、法规规定的禁止实施员工持股计划的情形，公司具备实施本次员工持股计划 的主体资格。 （二）本次员工持股计划在公告前，已通过召开职工代表大会充分征求员工 意见，本次员工持股计划的制定及其内容符合《关于上 ...

Group 1 - The company held its fifth board meeting on July 4, 2025, in Shenzhen, with all five directors present, and the meeting complied with legal and regulatory requirements [1][2] - The board unanimously approved the draft of the 2025 Second Employee Stock Ownership Plan to enhance the benefit-sharing mechanism among the company, shareholders, and employees [1][2] - The proposal for the employee stock ownership plan was discussed and approved after soliciting employee opinions through a representative assembly [2][3] Group 2 - The board proposed to authorize the board to handle matters related to the employee stock ownership plan, including establishment, changes, and termination [3][4] - The authorization includes signing contracts and agreements related to the employee stock ownership plan and making necessary adjustments based on policy changes [4] - The board plans to hold a temporary shareholders' meeting on July 21, 2025, to review the relevant proposals [4][5]

Core Points - The company, Guangdong Lair Technology Co., Ltd., held a staff representative meeting on July 3, 2025, to solicit opinions on the proposed 2025 Employee Stock Ownership Plan (ESOP) [1][2] - The meeting and voting procedures complied with relevant laws and regulations, ensuring that the plan does not harm the interests of the company or its shareholders [1] - The implementation of the ESOP is expected to enhance employee cohesion and company competitiveness, motivating employees and aligning the long-term interests of all parties involved [1] Summary by Sections - **Employee Stock Ownership Plan**: The draft of the 2025 ESOP was unanimously approved by the staff representatives during the meeting [2] - **Legal Compliance**: The plan adheres to the Company Law, Securities Law, and other relevant guidelines, ensuring voluntary participation and risk-bearing by employees [1] - **Next Steps**: The 2025 ESOP will require approval from the company's shareholders before it can be implemented [2]

Group 1 - The core opinion of the legal opinion letter is that Wanjing Technology Group Co., Ltd. has the qualifications to implement the 2025 second employee stock ownership plan, and the plan complies with relevant laws and regulations [9][18][22] - The employee stock ownership plan was approved by the company's board of directors on July 4, 2025, and has undergone necessary internal review procedures and information disclosure obligations [9][10][17] - The total funding for the employee stock ownership plan does not exceed 27.89 million yuan, and the plan does not involve leveraged funds or financial assistance from the company to employees [10][11][12] Group 2 - The plan's legal lock-up period for the stock held is 12 months, and the management committee can decide on the timing of stock sales after the lock-up period [11][12] - The plan allows for a maximum of 149 participants, including directors and senior management, ensuring compliance with regulations regarding participant eligibility [10][12] - The company has fulfilled the necessary legal procedures for the implementation of the employee stock ownership plan, including obtaining opinions from employees and ensuring that related shareholders abstain from voting on relevant proposals [17][18][20] Group 3 - The company has disclosed relevant information regarding the employee stock ownership plan in accordance with regulatory requirements, including announcements on the Shenzhen Stock Exchange [19][20] - The plan's management structure includes a management committee responsible for daily management and protecting the rights of plan participants [15][22] - There is no existence of concerted action relationships between the employee stock ownership plan and the company's controlling shareholders or management, ensuring compliance with acquisition regulations [22][23]

Core Viewpoint - The company plans to repurchase shares through a centralized bidding process, with a total repurchase amount between RMB 100 million and RMB 200 million, aimed at enhancing investor confidence and establishing a long-term incentive mechanism for employees [1][7][10]. Summary by Relevant Sections Repurchase Plan Details - Total repurchase amount: not less than RMB 100 million and not more than RMB 200 million [1][7]. - Source of funds: company’s own funds [9]. - Purpose of repurchase: to be used for employee stock ownership plans or equity incentives; untransferred shares after three years will be canceled [1][7]. - Maximum repurchase price: RMB 60.52 per share, which does not exceed 150% of the average trading price over the previous 30 trading days [1][9]. - Method of repurchase: through the Shanghai Stock Exchange trading system [1][6]. Timeline and Approval - Repurchase period: within 12 months from the approval date by the shareholders' meeting [2][5]. - The repurchase proposal was approved at the first extraordinary shareholders' meeting on June 26, 2025 [2][5]. Shareholder Actions - Major shareholders have confirmed no current plans for share reduction, with one major shareholder having completed a reduction plan on June 9, 2025 [2][12]. - The chairman and vice-chairman plan to increase their shareholdings during the repurchase period [3][11]. Financial Impact - The repurchase is expected to have a minimal impact on the company's financials, with the maximum repurchase amount representing only 2.29% of total assets and 3.52% of net assets [10]. - The company's debt ratio is 34.86%, indicating that the repurchase will not significantly affect its debt servicing ability [10]. Future Share Structure - The repurchase is projected to reduce the total share capital by approximately 0.24% to 0.49%, depending on the final number of shares repurchased [7][8]. Compliance and Governance - The company has established a dedicated repurchase account and will comply with all relevant regulations during the repurchase process [17]. - The board of directors has been authorized to manage the repurchase details, including timing and pricing adjustments as necessary [15].

Core Points - The company has established a 2025 Employee Stock Ownership Plan (ESOP) aimed at aligning the interests of shareholders, the company, and employees, while enhancing corporate governance and incentivizing talent retention [1][2][3] - The ESOP will involve a total of 59,999,862 shares, representing approximately 3.13% of the company's total share capital, sourced from shares repurchased by the company [3][4] - The maximum funding to be raised through the ESOP is capped at 237 million yuan, with a subscription price initially set at 4.14 yuan per share, later adjusted to 3.95 yuan due to corporate actions [4][5] Implementation Principles - The ESOP will adhere to principles of legal compliance, voluntary participation, and risk-bearing by participants [2][3] - Participants will include company directors (excluding independent directors), supervisors, senior management, middle management, and key business personnel [3] Funding and Pricing - The funding for the ESOP will come from employees' legal salaries, self-raised funds, and other legally permitted sources [4] - The subscription price for shares will be adjusted based on corporate actions such as stock dividends or capital increases [5] Duration and Lock-up Period - The ESOP will have a duration of 48 months, starting from the date of the first stock transfer to the ESOP [7] - The lock-up periods for shares will be structured into three phases, with the first unlocking after 12 months, the second after 24 months, and the third after 36 months [7][8] Performance Assessment - The performance assessment for the ESOP will be based on the company's revenue and net profit growth from 2025 to 2027, using 2024 figures as a baseline [10][11] - Specific performance targets will determine the unlocking of shares, with provisions for cumulative assessments across multiple periods [10] Management Structure - The ESOP will be managed by a committee elected by the participants, which will oversee daily operations and represent the interests of the participants [11][12] - The management committee will have the authority to make decisions regarding the ESOP's operations, including asset management and compliance with legal requirements [17][18] Rights and Obligations - Participants will have rights to dividends and other benefits from the shares held in the ESOP, but they cannot transfer or pledge their shares during the lock-up period [19][20] - The company retains the right to revoke participation in the ESOP under certain conditions, such as violations of company policies or performance standards [19][20]