湖北得伟君尚律师事务所 关于 中百控股集团股份有限公司 回购注销部分限制性股票事项的 法律意见书 地址：湖北省武汉市江汉区建设大道 588 号卓尔国际中心 20-21F（430000） 电子信箱：dewell@dewellcn.com 网址：http://www.dewellcn.com 二〇二五年八月 湖北得伟君尚律师事务所 关于中百控股集团股份有限公司 的法律意见书 （2025）得伟君尚字第 10400 号 致：中百控股集团股份有限公司 湖北得伟君尚律师事务所（以下简称"本所"）受中百控股集团股份有限公 司（以下简称"中百集团"或"公司"）委托，担任公司 2022 年限制性股票激 励计划（以下简称"本激励计划"或"本计划"）的专项法律顾问，就本激励计 划本次回购注销部分限制性股票（以下简称"本次回购注销"）之相关事项出具 本法律意见书。 为出具本法律意见书，本所律师审阅了《中百控股集团股份有限公司 2022 年限制性股票激励计划》（以下简称《激励计划》）、《中百控股集团股份有限 公司 2022 年限制性股票激励计划管理办法（修订稿）》、《中百控股集团股份 有限公司 2022 年限制性股票激励计划实施考核管 ...

Group 1 - The core point of the article is that Kunming Yunnei Power Co., Ltd. has announced the repurchase and cancellation of certain restricted stocks from its 2022 incentive plan due to adjustments based on the actual situation of the incentive targets [1][3]. Group 2 - The background of the repurchase includes the initiation of the 2022 restricted stock incentive plan in September 2022, which involved multiple approvals and culminated in the granting of 50,539,209 shares at a price of 1.54 yuan per share [2]. - The repurchase was approved by the company's board and supervisory board, but it still requires approval from the shareholders' meeting and must follow the necessary procedures for capital reduction [2][3]. Group 3 - The specific reasons for the repurchase include one incentive target retiring and losing eligibility for 78,000 shares, and another target failing to meet the conditions for the second lock-up period, leading to the cancellation of 39,000 shares [3]. - The total number of shares being repurchased is 117,000, which represents 0.0060% of the company's total share capital [3]. - The repurchase price for the retired target's shares will be based on the grant price of 1.54 yuan per share plus applicable interest, while the other target's shares will also be repurchased at the grant price of 1.54 yuan per share, which is lower than the average trading price of 3.15 yuan per share prior to the board's announcement [3]. - The total funds allocated for this repurchase amount to 180,180.00 yuan, sourced from the company's own funds [3].

Summary of Key Points Core Viewpoint The announcement details the changes in the registered capital, company address, cancellation of the supervisory board, and amendments to the company's articles of association, along with the establishment of certain governance systems. Group 1: Changes in Registered Capital and Company Address - The company has completed the granting of the first category of restricted stock under the 2025 restricted stock incentive plan, resulting in a total share capital increase to 101.1495 million shares [2][4] - The company address has been changed from two locations to a single address at "No. 6 Tongsha Tonghuan Road, Dongcheng Street, Dongguan City, Guangdong Province" [2][4] Group 2: Cancellation of Supervisory Board and Amendments to Articles of Association - The supervisory board has been canceled, and its functions will be assumed by the audit committee of the board of directors, with the corresponding rules for the supervisory board being abolished [4][5] - Amendments to the articles of association are aimed at further standardizing company operations and governance, with specific changes including terminology adjustments and the removal of certain clauses [4][5] Group 3: Governance System Revisions - The company has revised and established several governance systems to enhance internal governance mechanisms, which will require approval from the shareholders' meeting for some of the proposed changes [5][7] - The revised articles of association and the details of the governance system changes will be disclosed on the Shanghai Stock Exchange website [7]

Summary of Key Points Core Viewpoint - The company has announced the achievement of the vesting conditions for the second vesting period of its 2023 restricted stock incentive plan, allowing for the vesting of 52.696 million shares to 190 eligible participants [1][10]. Group 1: Incentive Plan Overview - The restricted stock incentive plan was approved by the board and shareholders on August 22 and September 7, 2023, respectively, representing 3.22% of the company's total share capital at the time of the announcement [1][2]. - The total number of restricted shares granted is 80 million, with 100% allocated to 240 core employees [2]. Group 2: Vesting Conditions and Performance Targets - The vesting arrangement includes two periods: the first vesting period allows for 50% vesting after 12 months, and the second period allows for another 50% vesting after 24 months [2][4]. - The performance targets for the first vesting period require a revenue growth rate of at least 19.95% for 2023, while the second period requires a growth rate of at least 30.85% for 2024, based on 2022 revenue [4][7]. Group 3: Approval and Compliance - The board has confirmed that the vesting conditions for the second period have been met, allowing for the vesting of 52.696 million shares [10][12]. - The company has followed necessary procedures and regulations, including obtaining legal opinions and independent financial advisory reports, to ensure compliance with relevant laws and regulations [13][14]. Group 4: Impact on Financials - The vesting of these shares will increase the total share capital from 3,537,525,227 shares to 3,590,221,227 shares, which may dilute earnings per share and return on equity, but is not expected to have a significant impact on the company's financial condition or operational results [15].

Core Viewpoint - The company has completed the repurchase and cancellation of a portion of restricted stock under its 2021 incentive plan due to the failure to meet the conditions for the third release period [2][3][14]. Summary by Sections Announcement of Repurchase - The company announced the repurchase and cancellation of 155,720 shares of restricted stock, which accounts for 0.31% of the total share capital, involving 325 individuals [1][2]. Reasons for Repurchase - The repurchase was triggered by five initial grantees who violated the incentive plan's conditions, leading to the cancellation of 155,720 shares that had not yet been released from restrictions [2][14]. Performance Assessment - According to a special audit report, the performance targets for the third release period were not met, resulting in the cancellation of 470,764 shares from 245 grantees and 99,008 shares from 75 reserved grantees, totaling 585,344 shares [3][16]. Repurchase Price - The repurchase price for the shares was set at 6.36 CNY per share for the initial grantees and 6.87 CNY per share for the reserved grantees, plus interest from bank deposits [16][17]. Financial Impact - The total funds used for the repurchase amounted to approximately 37.78 million CNY, sourced from the company's own funds [17][18]. Changes in Share Capital - Following the repurchase, the total number of shares decreased from 1,910,172,451 to 1,904,319,011 [18][19]. Compliance and Governance - The repurchase and cancellation process adhered to relevant laws and regulations, ensuring no harm to the interests of the company or its shareholders, particularly minority shareholders [20].

Core Viewpoint - The company has adjusted the repurchase price for the restricted stock incentive plan to 5.3 yuan per share following two cash distributions to shareholders, in compliance with relevant regulations [3][4]. Group 1: Incentive Plan Overview - The company approved the 2024 restricted stock incentive plan, granting 13 million shares to 5 individuals at a price of 6.00 yuan per share, representing 1.24% of the total share capital [2]. - The grant date was set for April 17, 2024, after confirming that the granting conditions were met [2]. - The shares were transferred to the incentive recipients on April 26, 2024, at the agreed price [2]. Group 2: Adjustment of Repurchase Price - The repurchase price was adjusted due to two cash distributions made to shareholders, with the first distribution being 4.0 yuan per 10 shares and the second being 3.0 yuan per 10 shares [3]. - The adjustment formula used was P = P0 - V, where P0 is the original grant price and V is the cash distribution per share [3]. - The new repurchase price of 5.3 yuan per share reflects these adjustments [3]. Group 3: Impact of the Adjustment - The adjustment of the repurchase price complies with the regulations of the stock incentive management measures and will not materially affect the company's financial status or operational results [4]. - The board's remuneration and assessment committee, along with legal counsel, confirmed the legality and compliance of the adjustment process [4].

Core Viewpoint - Dashiang Co., Ltd. (600694.SH) reported a decline in revenue for the first half of 2025, achieving 3.416 billion yuan, but demonstrated strong profit quality and operational resilience through strategic initiatives in brand collaboration and business model upgrades [1][2] Revenue and Profitability - The company experienced a year-on-year revenue decline, reflecting the broader pressures in the retail market, with total profit reaching 579 million yuan and net profit attributable to shareholders at 384 million yuan [2] - The net profit excluding non-recurring items was 355 million yuan, a decrease of 7.21%, indicating stable profitability relative to revenue decline [2] - Basic earnings per share were 1.10 yuan, while diluted earnings per share were 1.11 yuan [2] - As of the end of the reporting period, net assets attributable to shareholders were 8.774 billion yuan, a 0.89% increase from the previous year, with a weighted average return on equity of 4.34% [2] Gross Margin and Cost Control - The company maintained a high gross margin of 42.49%, attributed to optimizing product structure and increasing self-operated sales in high-margin categories such as outdoor sports and jewelry [3] - Effective cost management led to a significant reduction in operating expenses, with sales expenses down 6.07%, management expenses down 1.44%, and financial expenses down 33.30% [3] - Profit growth was noted in regions such as Fushun, Shandong, Fuxin, and Henan, with major subsidiaries also contributing positively to overall profitability [3] Business Model Upgrades and Strategic Partnerships - The company focused on deep adjustments in its main business model, enhancing high-efficiency product categories and optimizing store environments through new brand introductions and experiential projects [4] - A dual operating model of "premium supermarkets and community fresh food" was established, alongside a scenario-based approach in appliance retailing to enhance service offerings [4] - Strategic partnerships were strengthened with over 20 leading brands, resulting in the opening of 55 new stores and an estimated revenue increase of approximately 59.4 million yuan [4] - Plans for the second half of the year include opening 143 new stores and upgrading flagship locations, which are expected to significantly boost revenue and profit [4] Incentive Plans - The company implemented a restricted stock incentive plan for 2025, granting 3.1 million shares to key management at a price of 13.03 yuan per share, aimed at aligning management interests with those of the company and shareholders [5]

上海百润投资控股集团股份有限公司（以下简称"百润股份"）于2025年8月25日召开第六届董事会第四 次会议和第六届监事会第四次会议，审议通过了《关于调整2021年限制性股票激励计划回购价格的议 案》。根据公司《2021年限制性股票激励计划》及2021年第三次临时股东大会的授权，董事会对2021年 限制性股票激励计划回购价格进行了调整。 点击查看公告原文>> 责任编辑：小浪快报 激励计划回顾及审批历程2021年12月3日：第五届董事会第二次会议审议通过激励计划草案、考核管理 办法及授权相关议案，独立董事发表独立意见；同日，第五届监事会第二次会议审议通过相关议案。 2021年12月24日：监事会出具激励对象名单核查意见及公示情况说明，公示期内无异议。2021年12月29 日：2021年第三次临时股东大会审议通过激励计划相关议案，同意实施并授权董事会办理相关事宜。 2022年1月12日：第五届董事会第三次会议和第五届监事会第三次会议审议通过调整激励计划相关事项 及首次授予限制性股票议案，监事会核实调整后的激励对象名单，独立董事发表同意意见。2022年1月 21日、25日：公司分别披露新增部分和回购部分首次授予完成公 ...

格隆汇8月26日丨恒玄科技(688608.SH)公布2025年限制性股票激励计划，拟授予的限制性股票数量不超 过23.0800万股，约占本激励计划草案公告时公司股本总额的0.14%。本次激励计划为一次性授予，不设 置预留份额。 ...

Core Viewpoint - The report serves as an independent financial advisory document for Shanghai Jinfeng Mingyuan Semiconductor Co., Ltd. regarding its 2024 restricted stock incentive plan, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: Independent Financial Advisor's Role - The independent financial advisor, Shanghai Miaodao Enterprise Management Consulting Co., Ltd., was appointed to provide opinions on the 2024 restricted stock incentive plan [1]. - The advisor confirms that the information provided by Jinfeng Mingyuan is accurate and complete, and they have conducted due diligence to ensure no substantial discrepancies exist [2][3]. Group 2: Basic Assumptions - The report is based on assumptions that current laws and regulations will not change significantly, and that all provided information is truthful and complete [5]. - It assumes that all parties involved will act in good faith and fulfill their obligations under the incentive plan [5]. Group 3: Approval Procedures - The company held board and supervisory meetings on August 8, 2024, to approve the incentive plan and related matters [6]. - The plan was publicly disclosed, and no objections were raised during the internal announcement period [7]. Group 4: Granting Conditions - The report outlines that the granting of restricted stocks is contingent upon the company and the incentive recipients meeting specific conditions [14][15]. - The granting price for the restricted stocks was adjusted to 27.78 RMB per share, down from 28.28 RMB [14]. Group 5: Granting Details - A total of 545,400 shares are to be granted to 53 recipients, with the granting date set for August 26, 2025 [9][15]. - The vesting schedule includes three phases, with 30% vesting after 12 months, another 30% after 24 months, and 40% after 36 months [10].