清源科技股份有限公司 证券代码：603628 证券简称：清源股份 公告编号：2025-058 债券代码：113694 债券简称：清源转债 由于激励对象中有 3 名激励对象因离职而不再具备激励资格，根据《上市公 《清源科技股份有限公司 2024 年限制性股票激励计划（草 司股权激励管理办法》 案）》等相关规定，经公司 2024 年第二次临时股东大会授权，公司董事会同意对 其已获授但尚未解除限售的 46,260 股限制性股票进行回购注销。 上述事项公司将回购注销 46,260 股限制性股票，占公司目前股份总数的 的注册资本以实际情况为准）。根据公司的经营情况和财务状况，本次注销公司 股票的行为不会对公司的经营、财务和未来发展产生重大影响。 二、需债权人知晓的相关信息 根据《中华人民共和国公司法》 清源科技股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、通知债权人的原因 清源科技股份有限公司（以下简称"公司"）于 2025 年 8 月 28 日召开第五届 董事会第九次会议及第五届监事会第九次会议，审议并通过《关于回 ...

Core Viewpoint - The company has established a 2025 Restricted Stock Incentive Plan to enhance corporate governance, attract and retain key personnel, and align the interests of shareholders, the company, and core teams for long-term development [1][2]. Group 1: Assessment Objectives and Principles - The purpose of the assessment is to create a long-term and effective incentive mechanism, enhance the scientific and standardized management of the incentive plan, and maximize shareholder interests [2]. - The assessment will adhere to principles of fairness, justice, and openness, closely linking the incentive plan with the performance, ability, and attitude of the participants [2][3]. Group 2: Assessment Scope and Participants - The assessment applies to all participants in the incentive plan, including directors, senior management, core technical personnel, and key business staff from the company and its subsidiaries [3]. Group 3: Assessment Indicators and Standards - The performance assessment for the incentive plan spans from 2025 to 2028, with specific revenue targets set for each assessment period [4]. - The revenue targets for each vesting period are as follows: - First vesting period: 2025 revenue not less than 450 million - Second vesting period: Cumulative revenue for 2025-2026 not less than 1.15 billion - Third vesting period: Cumulative revenue for 2025-2027 not less than 2.1 billion - Fourth vesting period: Cumulative revenue for 2025-2028 not less than 3.35 billion [4][5]. Group 4: Individual Performance Assessment - Individual performance will be assessed based on internal performance evaluation systems, categorized into four levels: Excellent, Good, Qualified, and Unqualified [5]. - The actual number of shares vested will depend on both company-level performance and individual performance assessment results [5]. Group 5: Assessment Period and Frequency - The assessment period for the initial grant of shares is from 2025 to 2028, with annual evaluations for both company-level and individual performance [6]. Group 6: Assessment Procedures and Results Management - The Human Resources Department will conduct the assessments under the guidance of the Board's Compensation and Assessment Committee, with results submitted for review [7]. - Assessment results will be communicated to participants within five working days, with a provision for appeals to ensure transparency and fairness [7].

Core Viewpoint - The legal opinion letter from Grandall Law Firm confirms that Shandong Tianyue Advanced Technology Co., Ltd. has fulfilled the necessary procedures for the first vesting period of its 2024 restricted stock incentive plan and the cancellation of certain restricted stocks, in compliance with relevant laws and regulations [4][13]. Group 1: Approval and Authorization - The company has passed several resolutions regarding the 2024 restricted stock incentive plan, including the approval of the plan draft and the list of incentive objects [4][6]. - The supervisory board has verified and agreed to the incentive plan, confirming that all listed incentive objects meet the legal and regulatory requirements [5][8]. Group 2: Vesting Conditions and Achievements - The first vesting period for the restricted stocks is set from July 3, 2024, to the last trading day within 24 months from the grant date [8]. - The vesting conditions have been met, including the absence of negative audit opinions and compliance with legal regulations regarding profit distribution [9][10]. Group 3: Specifics of the Vesting and Cancellation - A total of 408,000 restricted stocks will be granted at a price of 32 RMB per share to 80 incentive objects, with the first vesting date confirmed [6][7]. - The company will cancel a total of 1,100,700 restricted stocks due to various reasons, including the departure of 7 incentive objects and failure to meet performance standards [11][12].

Core Points - The company, Shaanxi Yuanjie Semiconductor Technology Co., Ltd., has proposed a 2025 Restricted Stock Incentive Plan to enhance its governance structure and retain key personnel [1][2][9] - The plan aims to align the interests of shareholders, the company, and its core team, ensuring long-term development and operational goals are met [8][9] Summary by Sections Incentive Plan Overview - The incentive tool used in this plan is restricted stock, sourced from repurchased A-shares or newly issued A-shares to the incentive targets [2][13] - A total of 634,500 shares are proposed for grant, representing 0.74% of the company's total share capital as of the announcement date [2][14] Grant and Vesting Conditions - The initial grant will consist of 507,600 shares (0.59% of total capital), with 126,900 shares reserved for future grants [2][14] - The vesting period for the restricted stock is set for a maximum of 72 months, with shares vesting in four equal parts based on performance conditions [5][18] Performance Targets - The performance targets for the first vesting period require the company to achieve a minimum revenue of 450 million yuan in 2025, with increasing cumulative targets for subsequent years [23][25] - The plan includes both company-level and individual performance assessments, with individual performance affecting the actual number of shares vested [24][25] Governance and Compliance - The plan must be approved by the company's shareholders and will be managed by the board of directors, with oversight from the Compensation and Assessment Committee [10][11] - The company commits not to provide any financial assistance to incentive targets for acquiring the restricted stock [6][10] Exclusions and Limitations - Independent directors and significant shareholders (holding over 5% of shares) are excluded from participating in the incentive plan [11][12] - The plan includes provisions for adjusting the grant price in case of corporate actions like stock splits or dividends [21][22]

Core Points - The company has announced the cancellation of a portion of restricted stock due to certain conditions not being met [10][11] - A total of 1,100,700 shares of restricted stock will be voided, which includes shares from employees who have left the company and those that did not meet performance criteria [10][11] - The cancellation of these shares is within the authorization scope of the company's 2023 annual shareholders' meeting and does not require further approval [11] Summary by Sections 1. Decision Process and Disclosure - The company held meetings to review and approve the restricted stock incentive plan and related proposals [1][3] - The supervisory board verified the relevant matters of the incentive plan and issued consent opinions [4][7] 2. Specifics of the Canceled Restricted Stock - 390,000 shares were canceled due to 7 employees leaving the company [10] - 553,500 shares were voided as the company-level performance assessment met only 50% of the criteria [10] - 157,200 shares were canceled due to individual performance assessments not meeting the required standards [10] 3. Impact of Canceled Shares - The cancellation will not significantly impact the company's operations or the stability of its core team [11] - The ongoing implementation of the incentive plan remains unaffected [11] 4. Supervisory Board Opinion - The supervisory board believes the cancellation of the restricted stock complies with relevant laws and regulations [11] 5. Legal Opinion Conclusion - The legal opinion confirms that the necessary approvals and authorizations for the cancellation have been obtained, and the actions taken are in accordance with applicable regulations [11]

Core Points - The company announced the first vesting period of the reserved portion of the 2024 restricted stock incentive plan, with a total of 42,340 shares eligible for vesting [1][19][22] - The incentive plan includes a total of 1,050,000 shares, with adjustments leading to an initial grant of 959,000 shares and a reserved first grant of 79,000 shares [1][12] - The vesting price for the shares is set at 23.40 yuan per share, adjusted to 14.99 yuan per share [1][12] Incentive Plan Approval and Implementation - The incentive plan was approved by the board of directors and involves a two-class restricted stock method [1][2] - The first grant involves 136 individuals, with 15 for the reserved first grant and 6 for the reserved second grant [2][12] - The vesting schedule includes three periods: 40% after 12 months, 30% after 24 months, and 30% after 36 months from the grant date [3][5] Performance Assessment Requirements - Company-level performance targets for the years 2024 to 2026 are established, with specific sales volume targets for chips [6][16] - Individual performance assessments will determine the actual number of shares vested, based on company performance and individual evaluations [6][16] - If the company fails to meet the lowest performance target, all shares planned for vesting in that year will be forfeited [6] Vesting Conditions and Results - The first vesting period for the reserved portion is from August 27, 2025, to August 26, 2026, with conditions met for 14 individuals [13][17] - The board and supervisory committee confirmed that the vesting conditions were achieved, allowing for the vesting of 42,340 shares [17][23] - One individual lost eligibility due to resignation, resulting in 8,700 shares being forfeited [17][22] Legal and Compliance - The legal opinion confirms that all necessary approvals and authorizations for the vesting conditions have been obtained, ensuring compliance with relevant laws and regulations [23]

Core Viewpoint - The announcement details the first vesting period of the 2024 Restricted Stock Incentive Plan for Shandong Tianyue Advanced Technology Co., Ltd, confirming that the conditions for vesting have been met for a total of 66 participants, allowing for the vesting of 396,300 shares [1][18][20]. Group 1: Incentive Plan Overview - The total share capital of the company is 429.71 million shares, with the initial grant of 4.08 million shares representing approximately 0.95% of the total share capital [1]. - The plan includes a reserve of 1 million shares, which accounts for about 0.23% of the total share capital [1]. - The first vesting period is defined as the period from the first grant date until the last trading day within 24 months [14]. Group 2: Vesting Conditions - The first vesting period requires a minimum of 12 months of service for the incentive recipients before any shares can vest [2]. - The performance assessment for the first vesting period is based on the company's revenue and net profit for the years 2024 to 2026, with specific growth targets set for each year [3][14]. - The performance targets for the first vesting period include a revenue increase of no less than 100% compared to 2023 and a net profit that is positive [3][14]. Group 3: Performance Assessment - The performance assessment will determine the company-level vesting ratio based on the achievement of revenue and net profit targets [3][7]. - The vesting ratio is calculated as Z = X + Y, where X and Y are derived from the performance metrics [7][16]. - If the calculated vesting ratio exceeds 100%, it will be capped at 100% [7][16]. Group 4: Specifics of the Grant - The initial grant date for the restricted stock is set for July 3, 2024, with a grant price of 32 yuan per share [18]. - A total of 396,300 shares are eligible for vesting, representing 10.74% of the total granted shares [18][19]. - The company will handle the vesting and related share registration procedures according to regulatory requirements [20].

Meeting Overview - The second meeting of the second board of directors of Shaanxi Yuanjie Semiconductor Technology Co., Ltd. was held on August 29, 2025, in a combined onsite and remote format, with all directors present and agreeing to waive the notice period [1][2]. Resolutions Passed - The board approved the "Shareholder Dividend Return Plan for the Next Three Years (2025-2027)" to enhance profit distribution policies and ensure transparency in decision-making, aiming to protect investors' rights [1][2]. - The "2025 Restricted Stock Incentive Plan (Draft)" was approved, designed to attract and retain talent while aligning the interests of shareholders, the company, and employees [2][3]. - The "Implementation Assessment Management Measures for the 2025 Restricted Stock Incentive Plan" was also approved, ensuring a comprehensive and operational framework for the incentive plan [4][5]. - The board proposed to authorize the board to handle matters related to the 2025 Restricted Stock Incentive Plan, which will be submitted for approval at the upcoming shareholder meeting [5]. - A third temporary shareholder meeting is scheduled for September 15, 2025, to discuss the aforementioned plans [5].

Core Points - The Supervisory Board of Jiuquan Optoelectronics Technology (Shanghai) Co., Ltd. has verified the first vesting list of the reserved first grant under the 2024 restricted stock incentive plan [1] - A total of 15 individuals were identified as incentive objects, with 14 meeting the eligibility criteria after one individual lost qualification due to resignation [1][2] - The total number of restricted shares that can be vested for the eligible 14 individuals is 42,340 shares, which complies with relevant laws and regulations [2]

Meeting Overview - The third meeting of the board of directors of Jiangsu Tiannai Technology Co., Ltd. was held on August 29, 2025, with all 9 directors participating in the voting [1][2] - The meeting adhered to the relevant laws and regulations, including the Company Law and the company's articles of association [1] Resolutions Passed - The board approved the 2025 semi-annual report and its summary, which were published on the Shanghai Stock Exchange website [1][2] - The board unanimously approved the special report on the use of raised funds for the first half of 2025 [2] - The board agreed on the internal control audit work report for the first half of 2025 without any objections [2] - The board approved the semi-annual evaluation report of the quality improvement and efficiency enhancement action plan for 2025 [2] Guarantees and Transactions - The board decided to provide guarantees for its controlling subsidiary, Tian Nai Jincheng, based on its business development needs, which aligns with the company's overall strategy [3] - The board approved an increase in the expected amount for daily related party transactions for 2025, stating it would not adversely affect the company's financial status or operations [3] Stock Incentive Plan Adjustments - The board adjusted the grant price of restricted stock under the 2022 incentive plan from 23.24 CNY/share to 23.09 CNY/share due to the implementation of the 2024 annual profit distribution plan [4] - The board confirmed that 100,240 shares under the 2022 incentive plan met the vesting conditions for the third vesting period, allowing for the processing of vesting for 59 eligible participants [5] Cancellation of Restricted Stocks - The board announced the cancellation of a total of 30,592 shares of restricted stock due to various reasons, including employee departures and performance not meeting the required standards [6]