上海雅创电子集团股份有限公司 董事会薪酬与考核委员会议事规则 第一章 总 则 第一条 为建立健全上海雅创电子集团股份有限公司（以下简称"公司"）董 事、高级管理人员的薪酬和考核管理制度，完善公司法人治理结构，根据《中华 人民共和国公司法》（以下简称《公司法》）、《上市公司治理准则》等有关法 律、法规、规范性文件及《上海雅创电子集团股份有限公司章程》（以下简称"《公 司章程》"）的规定，公司特设立董事会薪酬与考核委员会，并制定本规则。 第二条 薪酬与考核委员会是董事会设立的专门工作机构，主要负责制定公司 董事、高级管理人员的考核标准并进行考核，负责制定、审查公司董事、高级管 理人员的薪酬政策与方案，对董事会负责。 第三条 本规则所称董事是指经本公司股东会选举产生的现任董事，高管人员 是指经董事会聘任的总经理、副总经理、财务总监、董事会秘书及由总经理提请 董事会认定的其他高级管理人员。 第二章 人员组成 第四条 薪酬与考核委员会成员由三名董事组成，其中独立董事二名。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或者全体董 事的三分之一提名，并由董事会选举产生。 第六条 薪酬与考核委员会设召集人一名， ...

Group 1 - The company, JiaLian Technology, has set performance assessment targets that consider industry development trends, strategic planning, and historical operating conditions, aiming to incentivize the core team for long-term growth [2] - The company's stock incentive plan allows for proportional unlocking of shares if either revenue or net profit targets are met, with a flexible assessment mechanism that calculates the unlocking ratio based on the higher performance rate if it falls between 80%-100% [2] - The company establishes targets based on the principle of equal incentives and constraints, indicating that actual performance will be evaluated in conjunction with industry environment, company operations, and market changes [2]

Core Viewpoint - The company reported strong revenue growth in the first half of 2025, driven by its medical device and skincare product segments, indicating robust market demand and effective brand strategies [3][4]. Revenue Performance - The company's total revenue for the first half of 2025 reached 860 million yuan, a year-on-year increase of 42.4%, with net profit attributable to shareholders at 390 million yuan, up 26.7% [3]. - In Q1 and Q2 of 2025, revenues were 370 million yuan and 490 million yuan, reflecting year-on-year growth of 62.5% and 30.4%, respectively, while net profits were 170 million yuan and 220 million yuan, with increases of 66.3% and 7.4% [3]. Business Segment Analysis - Revenue from the medical device segment was 708 million yuan, growing by 33.41%, while functional skincare products saw a remarkable increase of 152.39% to 121 million yuan [4]. - The medical device revenue breakdown shows single-material devices at 645 million yuan (up 34.70%) and composite-material devices at 63 million yuan (up 21.52%) [4]. - Functional skincare products generated 19 million yuan from single-component products (up 59.76%) and 102 million yuan from composite-component products (up 182.85%) [4]. Regional Sales Performance - Revenue by region for the first half of 2025 was as follows: North China 365 million yuan (+25.66%), East China 287 million yuan (+72.95%), South China 79 million yuan (+17.88%), West China 85 million yuan (+79.68%), Central China 40 million yuan (+33.78%), and overseas 3 million yuan (+31.96%) [5]. - North and East China accounted for 75.91% of total revenue, highlighting their significance as primary markets [5]. Profitability Metrics - The company's gross margin decreased by 0.9 percentage points to 90.7% in the first half of 2025, influenced by a higher proportion of lower-margin skincare products and declining margins in the raw materials segment [6]. - The net profit margin for the first half of 2025 was 45.7%, down 5.7 percentage points year-on-year [6]. - In Q2 2025, the gross margin was 91.1%, with a net profit margin of 45.4%, reflecting a year-on-year decline of 0.3 and 9.8 percentage points, respectively [6]. Expense Analysis - The company's total expense ratio increased by 2.9 percentage points to 34.9% in the first half of 2025, driven by higher sales and marketing expenses due to new product launches and increased brand promotion efforts [7]. - Sales expenses accounted for 21.1% of total expenses, up 3.2 percentage points, while management and R&D expenses saw slight changes [7].

Core Viewpoint - The company has announced a stock incentive plan aimed at boosting performance and aligning employee interests with company growth, with specific revenue and net profit targets set for the years 2025 to 2027 [4][5][7]. Group 1: Incentive Plan Details - The incentive plan covers the accounting years 2025 to 2027, with performance metrics based on 2024 figures. Revenue and net profit growth targets are set at a minimum of 25.00%, 56.25%, and 95.31% for the respective years [5]. - The plan includes trigger values for revenue and net profit, requiring growth rates of at least 20.00%, 45.00%, and 76.25% to achieve an 80% vesting ratio [5]. - A total of 1 million shares will be granted, representing approximately 1.02% of the company's total share capital, with 815,000 shares allocated for the initial grant to 24 key personnel, including executives [5]. Group 2: Market Expectations and Impact - The company's revenue growth expectations for 2025-2027 are slightly above market forecasts, with anticipated increases of 24.6%, 53.9%, and 89.8% compared to 2024 [7]. - The projected net profit growth rates are 43.7%, 86.2%, and 131.3% for the same period, although these figures are below market expectations, possibly due to external pressures such as cost reductions and increased depreciation [7]. - Overall, the incentive plan is expected to enhance employee motivation and creativity, strengthen team cohesion, and support the company's long-term strategic goals [7].

Core Viewpoint - The announcement details the first unlock period of the restricted stock incentive plan for 2024 by Bosheng System Technology Co., Ltd, allowing 92 eligible participants to unlock a total of 1.886744 million shares, effective from August 20, 2025 [2][4][15]. Group 1: Stock Incentive Plan Overview - The stock type involved in this incentive plan is restricted stock, with a total of 5.7475 million shares planned for issuance, representing approximately 1.10% of the company's total share capital [4][5]. - The initial grant price for the restricted stock was set at 5.45 yuan per share [4]. - The plan includes 94 initial grantees and 27 reserved grantees, with different lock-up periods of 12, 24, and 36 months for the granted shares [5]. Group 2: Approval and Implementation Process - The board of directors and supervisory board approved the incentive plan on July 12 and July 29, 2024, respectively, with subsequent public disclosures confirming the approval process [7][8]. - The company completed the registration of the initial grant of 4.83206 million shares on August 7, 2024 [9]. Group 3: Unlock Conditions and Details - The first unlock period for the initial grant ended on August 6, 2025, after which the eligible participants can unlock their shares [14]. - The total number of shares eligible for unlocking is 1.886744 million, which accounts for 0.36% of the company's total share capital [15]. Group 4: Legal Compliance and Opinions - A legal opinion was issued confirming that the company has fulfilled all necessary approval and authorization procedures for the unlock of restricted shares, in compliance with relevant laws and regulations [18].

广州安凯微电子股份有限公司董事会薪酬与考核委员会 关于公司 2025 年限制性股票激励计划（草案）的核查意见 广州安凯微电子股份有限公司（以下简称"公司"）董事会薪酬与考核委员 会依据《中华人民共和国公司法》（以下简称"《公司法》"）《中华人民共和 国证券法》（以下简称"《证券法》"）《上市公司股权激励管理办法》（以下 简称"《管理办法》"） 《上海证券交易所科创板股票上市规则》 （以下简称"《上 《科创板上市公司自律监管指南第 4 号——股权激励信息披露》 市规则》"） （以 下简称"《自律监管指南》"）等相关法律、法规及规范性文件和《广州安凯微 电子股份有限公司章程》（以下简称"《公司章程》"）的有关规定，对《广州 安凯微电子股份有限公司 2025 年限制性股票激励计划（草案）》 （以下简称"《激 励计划（草案）》"）进行了核查，发表核查意见如下： 情形，包括： （1）最近一个会计年度财务会计报告被注册会计师出具否定意见或者无法 表示意见的审计报告； （2）最近一个会计年度财务报告内部控制被注册会计师出具否定意见或无 法表示意见的审计报告； （3）上市后最近 36 个月内出现过未按法律法规、《公司章程》、 ...

第一章 总则 第一条 为维护广州安凯微电子股份有限公司（以下简称"公司"）、股东、 职工和债权人的合法权益，规范公司的组织和行为，根据《中华人民共和国公司 法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券 法》"）、 《上市公司章程指引》、 公司在广州市黄埔区市场监督管理局登记注册，取得营业执照，统一社会信 用代码：91440116726819189A。 第三条 公司于 2023 年 1 月 13 日经上海证券交易所审核，于 2023 年 4 月 28 日经中国证券监督管理委员会注册，首次向社会公众发行人民币普通股 98,000,000 股，并于 2023 年 6 月 27 日在上海证券交易所上市。 第四条 公司注册名称： 中文全称：广州安凯微电子股份有限公司 《上海证券交易所科创板股票上市规则》 （以下简 称"《股票上市规则》"）和其他有关规定，制订本章程。 第二条 广州安凯微电子股份有限公司系依照《公司法》和其他有关规定成立 的股份有限公司（以下简称"公司"）。 公司以发起设立方式设立，由有限责任公司整体变更为股份有限公司。 英文全称：Guangzhou Anyka Microe ...

Core Viewpoint - The company, Guangzhou Ankai Microelectronics Co., Ltd., has announced a stock incentive plan involving the grant of 4.059804 million restricted stocks to attract and retain talent, aligning the interests of shareholders, the company, and core team members for long-term development [1][2][3]. Group 1: Incentive Plan Overview - The incentive method is through restricted stocks, specifically the second type of restricted stocks, with a total of 4.059804 million shares to be granted, representing approximately 1.04% of the company's total share capital at the time of the announcement [1][4]. - The source of the shares for this incentive plan is from the company's repurchase of its A-share common stocks from the secondary market [2][3]. Group 2: Objectives and Principles - The plan aims to establish a long-term incentive mechanism to attract and retain excellent talent, enhance employee motivation, and effectively combine the interests of shareholders, the company, and the core team [1][2]. - The plan is formulated in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. Group 3: Stock Grant Details - The total number of restricted stocks to be granted is 4.059804 million, which does not exceed 20% of the total shares at the time of the announcement [4][6]. - The grant price for the restricted stocks is set at 10.28 yuan per share, which is below the average trading price over various periods prior to the announcement [10][11]. Group 4: Eligibility and Distribution - The incentive targets include 106 individuals, accounting for approximately 26.30% of the total employees as of June 30, 2025, excluding independent directors and major shareholders [5][6]. - The distribution of restricted stocks among the incentive targets is detailed, with specific allocations for directors, senior management, and other key personnel [6][8]. Group 5: Vesting Conditions - The vesting of the restricted stocks is contingent upon meeting specific performance criteria over two fiscal years, with the first vesting period set for 12 months after the grant date [9][12]. - The performance metrics include revenue growth rate, chip shipment growth rate, and new business sales, which are designed to reflect the company's operational performance and growth potential [16][17]. Group 6: Implementation Procedures - The plan requires approval from the shareholders' meeting and must be publicly disclosed, with a minimum public notice period of 10 days before the meeting [18][19]. - The company will engage legal and financial advisors to ensure compliance with regulations and to assess the feasibility of the incentive plan [17][19].

Core Viewpoint - The company announced the repurchase and cancellation of 20,000 restricted stocks from an incentive plan due to the termination of employment of one of the incentive recipients, with a repurchase price set at 18.154 yuan per share [1][5][6]. Summary by Sections Decision Process and Disclosure - The company held meetings to approve the repurchase of restricted stocks and confirmed that independent directors and legal advisors provided necessary opinions and documentation [1][3][4]. - The company conducted a self-examination regarding insider trading prior to the public disclosure of the incentive plan and found no violations [2]. Repurchase Details - The repurchase involves 20,000 shares of restricted stock at a price of 18.154 yuan per share, totaling 363,080 yuan, funded by the company's own resources [5][6]. - The repurchase was necessitated by the termination of employment of the incentive recipient, which disqualified them from holding the restricted stocks [5][6]. Impact on Share Structure - Following the repurchase, the total number of shares will decrease from 134,611,667 to 134,591,667, with no change in the controlling shareholder or actual controller [8]. - The proportion of restricted and unrestricted shares will remain largely unchanged, with the repurchase not affecting the overall equity structure significantly [8]. Company’s Financial Position - The repurchase and cancellation of the restricted stocks are not expected to have a substantial impact on the company's financial status or operational results [8][9]. - The management team will continue to fulfill their responsibilities diligently to create value for shareholders [8]. Legal Opinions - The legal advisor confirmed that the repurchase has obtained necessary approvals and complies with relevant regulations and the company's incentive plan [9].

Core Viewpoint - The legal opinion letter confirms the approval and compliance of Xi'an Boli Tech's stock incentive plan adjustments, including the achievement of conditions for the fourth vesting period and the cancellation of certain unvested restricted stocks [1][24][25]. Group 1: Stock Incentive Plan Adjustments - The company has implemented adjustments to its 2020 restricted stock incentive plan, including changes to the grant price and quantity of restricted stocks [7][9]. - The adjusted grant price for the restricted stocks is set at 7.0224 yuan per share, with the unvested portion adjusted to 2.114938 million shares and the reserved portion to 1.03586 million shares [9][17]. Group 2: Vesting Conditions Achievement - The fourth vesting period for the initial grant of restricted stocks is from November 18, 2024, to November 14, 2025, with conditions for vesting confirmed as met [10][17]. - The company achieved a revenue growth of 37.57% in 2023 compared to 2019, fulfilling the performance assessment criteria for the vesting of restricted stocks [13][21]. Group 3: Cancellation of Unvested Stocks - A total of 52,136 shares from the initial grant's fourth vesting period were canceled due to performance results not meeting the required standards [24]. - In the reserved portion's third vesting period, a total of 47,334 shares were also canceled due to similar performance issues and one participant's departure [25]. Group 4: Legal Compliance and Approval - The adjustments, vesting achievements, and cancellations have received the necessary approvals and are in compliance with relevant laws and regulations, including the Company Law and Securities Law [7][24][26].