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高测股份: 青岛高测科技股份有限公司2025年限制性股票激励计划(草案)法律意见书
Zheng Quan Zhi Xing· 2025-07-11 16:17
Core Viewpoint - The legal opinion letter from Beijing DHH Law Firm confirms that Qingdao High Measurement Technology Co., Ltd. is qualified to implement its 2025 Restricted Stock Incentive Plan, which aims to attract and retain talent while aligning the interests of shareholders and the core team [1][7]. Group 1: Company Qualification - The company is legally established and in good standing as a listed company, with its stock trading on the Sci-Tech Innovation Board since August 7, 2020, under the stock code "688556" [2][3]. - There are no legal or regulatory circumstances that would require the termination of the company, and it is eligible to implement the stock incentive plan [2][3]. Group 2: Legality and Compliance of the Incentive Plan - The draft incentive plan has been reviewed and approved by the company's board and includes 14 chapters detailing the purpose, management, and conditions of the incentive [4][5]. - The plan outlines the number of shares to be granted, the criteria for selecting incentive recipients, and the vesting conditions, ensuring compliance with relevant laws and regulations [4][5]. Group 3: Procedures for Implementation - The company has completed necessary procedures for the implementation of the incentive plan, including board and supervisory committee approvals [4][5]. - Further procedures are required, including public disclosure of the incentive recipients and compliance checks for insider trading [4][5]. Group 4: Determination of Incentive Recipients - The initial recipients of the incentive plan include senior management and key technical personnel, excluding independent directors and major shareholders [6][7]. - The selection process adheres to the regulations set forth in the management guidelines and does not involve any disqualified individuals [6][7]. Group 5: Information Disclosure - The company commits to timely disclosures related to the incentive plan, including board resolutions and supervisory committee opinions, in accordance with applicable regulations [5][6]. - Ongoing disclosure obligations will continue as the incentive plan progresses [5][6]. Group 6: Financial Support for Incentive Recipients - The company will not provide any financial assistance, including loans or guarantees, to the incentive recipients for acquiring restricted stocks [6][7]. Group 7: Protection of Interests - The incentive plan is designed to enhance the company's long-term development and does not harm the interests of the company or its shareholders [6][7]. - The supervisory committee has expressed support for the plan, affirming its benefits for the company's sustainability [6][7]. Group 8: Conclusion - The legal opinion concludes that the company meets the qualifications to implement the incentive plan, which complies with relevant laws and regulations, and requires shareholder approval to proceed [7][8].
兰剑智能: 上海市锦天城律师事务所关于兰剑智能科技股份有限公司2022年限制性股票激励计划之授予价格和数量调整、首次授予部分第二个归属期归属条件成就及部分限制性股票作废相关事项的法律意见书
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng Law Firm confirms that the 2022 Restricted Stock Incentive Plan of Lanjian Intelligent Technology Co., Ltd. has met the necessary approvals and complies with relevant laws and regulations [4][20]. Group 1: Legal Framework and Compliance - The legal opinion is based on the Company Law, Securities Law, and relevant regulations governing stock incentive plans [4][20]. - The law firm has verified that the company has provided all necessary documentation and that the information is accurate and complete [6][20]. - The firm emphasizes that it only provides legal opinions on legal matters and does not guarantee the accuracy of financial data [6][20]. Group 2: Incentive Plan Adjustments - The company has adjusted the grant price of the restricted stock from 31.17 yuan to 21.61 yuan per share due to capital increases and stock dividends [12][14]. - The total number of unvested restricted stocks has increased from 1,128,300 shares to 1,579,620 shares following the adjustments [14][19]. - The adjustments were authorized by the company's board and do not require further shareholder approval [12][14]. Group 3: Vesting Conditions and Achievements - A total of 95 incentive recipients have met the vesting conditions, with a total of 471,660 shares eligible for vesting at a price of 21.61 yuan per share [18][19]. - The vesting period for the second tranche of the incentive plan is set from September 13, 2022, to September 13, 2024 [18][19]. - The company has confirmed that the performance targets for the vesting of the second tranche have been achieved [18][19]. Group 4: Cancellation of Unvested Stocks - The company plans to cancel a total of 1,107,960 shares of restricted stock that have not vested due to various reasons, including the departure of recipients and unmet performance conditions [19][20]. - The cancellation has been approved by the board and complies with relevant regulations [19][20]. Group 5: Information Disclosure - The company is required to disclose information regarding the adjustments, vesting, and cancellations in accordance with regulatory requirements [20]. - The law firm confirms that the company has fulfilled its disclosure obligations as of the date of the legal opinion [20].
中伟股份: 关于2023年限制性股票激励计划首次授予第二个归属期及预留授予第一个归属期归属结果暨股份上市的公告
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Points - The announcement details the implementation of the 2023 Restricted Stock Incentive Plan, specifically the first grant of the second vesting period and the results of the first vesting period for reserved grants [1][2] - A total of 1,096 individuals are eligible for stock vesting, with 1,017 from the first grant and 105 from the reserved grant, after accounting for those who voluntarily forfeited their rights [1][2] Group 1: Incentive Plan Overview - The 2023 Restricted Stock Incentive Plan was approved at the third extraordinary general meeting of shareholders in 2023, targeting directors, senior management, core technical personnel, and other individuals deemed necessary for motivation [2][3] - The vesting period for the granted restricted stocks is a maximum of 60 months, with specific conditions for transfer, pledge, or other encumbrances before vesting [2][3] Group 2: Vesting Arrangement - The vesting arrangement for the first grant includes three periods: 30% after 12 months, 30% after 24 months, and 40% after 36 months from the grant date [3] - The reserved grant follows a similar structure, with 50% vesting after 12 months and another 50% after 24 months from the reserved grant date [4] Group 3: Performance Assessment - The performance assessment for the first grant spans three fiscal years (2023-2025), with specific revenue targets set for each year: 25.62 billion for 2023, 61.53 billion for 2024, and 108.22 billion for 2025 [7][8] - The company must meet these performance targets for the restricted stocks to vest, with the actual revenue figures being the basis for determining the vesting percentage [7][8] Group 4: Individual Performance Criteria - Individual performance is assessed based on a comprehensive coefficient, with varying vesting percentages depending on the score achieved: 100% for scores above 0.9, down to 0% for scores below 0.6 [8] - The actual vesting amount for each individual is calculated by multiplying the planned vesting amount by the company-level and individual-level vesting ratios [8] Group 5: Approval and Adjustments - The board of directors and supervisory board have approved the necessary resolutions for the implementation of the incentive plan, including adjustments to the list of recipients and the number of shares granted [9][10] - The total number of restricted stocks granted is approximately 9.89 million, with 7.91 million for the first grant and 1.98 million reserved [11][12]
佰维存储: 第四届董事会第二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-11 13:14
Group 1 - The board of directors of Shenzhen Baiwei Storage Technology Co., Ltd. held its second meeting of the fourth session on July 11, 2025, with all nine directors present, complying with legal and regulatory requirements [1] - The board approved a proposal to provide financial assistance to its controlling subsidiary to support its business expansion and daily operations, which is deemed beneficial for the overall interests of the company [1][2] - The board also approved the formulation and revision of certain corporate governance systems in accordance with relevant regulations, including the information disclosure management system and the external financial assistance management system [2][3] Group 2 - The board reviewed and approved the draft of the 2025 Restricted Stock Incentive Plan, aimed at enhancing the competitiveness and talent advantage in core technology areas, focusing on middle and grassroots technical and business personnel [3][5] - The board agreed on the implementation assessment management measures for the 2025 Restricted Stock Incentive Plan to ensure its smooth execution and alignment with the company's strategic goals [5][6] - The board proposed to authorize the board to handle matters related to the 2025 Restricted Stock Incentive Plan, including adjustments to stock grants and management of the plan [6][7] Group 3 - The board unanimously agreed to convene the first extraordinary general meeting of 2025 to review the proposals requiring shareholder approval [7]
达嘉维康: 关于湖南达嘉维康医药产业股份有限公司2023年限制性股票与股票期权激励计划调整价格、作废限制性股票及注销股票期权相关事项法律意见书
Zheng Quan Zhi Xing· 2025-07-11 12:17
Core Viewpoint - The legal opinion letter from Hunan Qiyuan Law Firm confirms that Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd.'s adjustments to its 2023 restricted stock and stock option incentive plan, including the cancellation of certain stocks and options, comply with relevant laws and regulations [1][8]. Group 1: Approval and Authorization - The adjustments, cancellations, and authorizations related to the incentive plan were approved by the company's board and do not require further shareholder approval [4][6]. - The legal opinion asserts that necessary approvals and authorizations have been obtained, aligning with the Management Measures and the company's articles of association [8]. Group 2: Price Adjustment Details - The company will distribute a cash dividend of RMB 0.818 per share, totaling RMB 16,801,981.76, based on a total share capital of 205,403,200 shares as of December 31, 2024 [4][5]. - The adjusted grant price for the second category of restricted stock is set at RMB 6.7982 per share, down from RMB 6.88, while the stock option exercise price is adjusted to RMB 13.6782 per share from RMB 13.76 [5][6]. Group 3: Cancellations of Stocks and Options - A total of 120,000 shares of restricted stock and 280,000 stock options will be canceled due to the departure of four incentive targets, reducing the number of eligible participants from 33 to 29 [6][8]. - If the company's performance targets are not met, additional stocks and options will be canceled, with 576,000 shares and 1,344,000 options potentially affected [7][8].
圣湘生物: 圣湘生物科技股份有限公司2025年限制性股票激励计划(草案)摘要公告
Zheng Quan Zhi Xing· 2025-07-11 12:17
Core Viewpoint - The company is implementing a new stock incentive plan aimed at enhancing corporate governance, attracting and retaining key employees, and aligning the interests of shareholders, the company, and the core team for long-term development. Group 1: Purpose of the Incentive Plan - The incentive plan aims to improve corporate governance and establish a long-term incentive mechanism to attract and retain core employees of the wholly-owned subsidiary, Zhongshan Haiji [1][2] - The plan is designed to enhance the cohesion of the core team and the company's core competitiveness, ensuring the achievement of strategic and operational goals while safeguarding shareholder interests [1][2] Group 2: Details of the Incentive Plan - The plan involves granting 1,192,600 restricted stocks, accounting for approximately 0.21% of the company's total share capital of 57,938,800.06 shares [5][6] - The stock will be sourced from either newly issued A-shares or repurchased shares from the secondary market [5][6] Group 3: Eligibility and Distribution - The incentive plan targets 9 core employees from Zhongshan Haiji, representing 0.38% of the total workforce of 2,346 employees [7][9] - The plan excludes independent directors, supervisors, and major shareholders or their immediate family members [7][9] Group 4: Vesting Conditions - The restricted stocks will vest in three phases, with the first vesting occurring 12 months after the grant date, and subsequent vesting contingent on meeting performance targets [10][12] - Performance targets include achieving a net profit of no less than 140 million yuan in 2025 and 180 million yuan in 2026 for Zhongshan Haiji [18][20] Group 5: Grant Price and Valuation - The grant price for the restricted stocks is set at 16.40 yuan per share, which is 80% of the closing price on the day the plan was reviewed by the board [13][14] - The total estimated cost of the stock incentive plan is projected to be 5.9057 million yuan, which will be recognized as an expense over the vesting period [26][29] Group 6: Rights and Obligations - The company is responsible for verifying the eligibility of the incentive recipients and ensuring compliance with the vesting conditions [30][31] - Recipients must contribute to the company's development and cannot transfer or use the stocks as collateral until they are vested [30][31]
达嘉维康: 关于2023年限制性股票与股票期权激励计划作废部分第二类限制性股票及注销部分股票期权的公告
Zheng Quan Zhi Xing· 2025-07-11 12:17
Core Viewpoint - The company announced the cancellation of certain restricted stocks and the termination of stock options as part of its 2023 incentive plan due to the departure of four incentive recipients, which has been approved through the necessary procedures [1][3][6] Summary by Sections Approval Procedures - The company has completed the necessary approval processes for the incentive plan, including the review and verification by the supervisory board [1][2] Cancellation and Termination Details - A total of 4 individuals who were part of the incentive plan have left the company, leading to the cancellation of 45,600 shares of restricted stock and the termination of 1,064,000 stock options that were not yet vested [3][5] Impact on Financials and Operations - The cancellation of the unvested restricted stocks and the termination of stock options will not have a significant impact on the company's financial status or operational results, nor will it affect the stability of the management team or the continuation of the incentive plan [5][6] Opinions from Committees - The Compensation and Assessment Committee supports the cancellation and termination actions, stating they comply with relevant regulations and the incentive plan [5][6] Legal Compliance - The legal opinion confirms that the actions taken regarding the cancellation and termination of stocks and options have received the necessary approvals and comply with applicable laws and regulations [6]
睿创微纳: 关于调整2022年限制性股票激励计划授予价格的公告
Zheng Quan Zhi Xing· 2025-07-11 12:17
Core Viewpoint - The company has adjusted the grant price of its 2022 restricted stock incentive plan from 19.715 yuan per share to 19.635 yuan per share due to a cash dividend distribution of 0.80 yuan per 10 shares [5][7]. Group 1: Stock Incentive Plan Adjustments - The company held meetings to review and approve the adjustment of the grant price for the 2022 restricted stock incentive plan [1][2]. - The independent directors provided their opinions on the adjustment, confirming that the conditions for granting the stock have been met and that the qualifications of the incentive objects are valid [3][4]. - The adjustment was made in accordance with the company's incentive plan regulations and was deemed appropriate by the supervisory board [6][7]. Group 2: Financial Impact and Compliance - The adjustment of the grant price will not have a substantial impact on the company's financial status and operating results [7]. - The supervisory board confirmed that the adjustment process complied with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [7][8]. - Legal opinions from the company's lawyers affirmed that the necessary approvals for the price adjustment have been obtained [7].
华兰股份: 关于使用超募资金、自有资金及自筹资金以集中竞价交易方式回购公司股份的回购报告书
Zheng Quan Zhi Xing· 2025-07-11 12:17
Core Viewpoint - Jiangsu Hualan Pharmaceutical New Materials Co., Ltd. plans to repurchase its shares using raised funds, self-owned funds, and self-raised funds, with a total repurchase amount between RMB 100 million and RMB 200 million, aimed at capital reduction and employee stock ownership plans [1][2][16]. Summary by Sections Repurchase Funding Sources - The total repurchase amount will not be less than RMB 100 million and not exceed RMB 200 million, with raised funds between RMB 30 million and RMB 60 million, and self-owned and self-raised funds between RMB 70 million and RMB 140 million [1][16]. Purpose of Repurchase - The repurchased shares will be used for capital reduction and employee stock ownership plans or equity incentives. Shares bought with raised funds will be canceled, while those bought with self-owned and self-raised funds may be used for employee incentives in the future [1][13][16]. Types and Methods of Shares to be Repurchased - The shares to be repurchased are ordinary shares (A shares) and will be acquired through centralized bidding [2][12]. Repurchase Timeline and Price - The repurchase period will not exceed 12 months from the date of the shareholders' meeting approval, with a maximum price of RMB 45.50 per share [2][15]. Shareholder Reduction Plans - Major shareholder Ruizhong Life Insurance Co., Ltd. plans to reduce its holdings by up to 3,789,267 shares (3.00% of total shares) between June 4, 2025, and September 3, 2025 [2][20]. Financial Impact and Company Structure - As of March 31, 2025, the total assets of the company were approximately RMB 2.51 billion, and the repurchase funds will account for about 7.98% of total assets and 8.83% of equity attributable to shareholders [17][22]. Compliance and Approval - The repurchase plan has been approved by the board and will comply with relevant laws and regulations, ensuring it does not harm the interests of the company or its shareholders [26][27].
爱克股份: 2025年限制性股票激励计划(草案)摘要
Zheng Quan Zhi Xing· 2025-07-11 11:19
Core Viewpoint - Shenzhen Aikelaite Technology Co., Ltd. has proposed a restrictive stock incentive plan for 2025, aiming to attract and retain core talents while aligning the interests of shareholders, the company, and the core team [10][11]. Group 1: Incentive Plan Overview - The incentive plan involves granting 3,000,000 restricted stocks, representing 1.3757% of the company's total share capital of 218,064,880 shares [2][14]. - The grant price for the restricted stocks is set at 7.38 yuan per share, which is 55% of the average trading price prior to the announcement [4][20]. - The plan's effective period lasts up to 48 months from the date of stock grant [3][6]. Group 2: Eligibility and Restrictions - A total of 27 individuals, including directors, senior management, and key personnel, are eligible for the incentive plan, excluding independent directors and major shareholders [3][13]. - The restricted stocks will have a lock-up period of 12, 24, and 36 months, with 50%, 30%, and 20% of the stocks being released from restrictions at each respective period [5][18]. Group 3: Performance Assessment - The performance assessment for the incentive plan will be based on two levels: company-level targets (revenue and net profit) and individual performance evaluations [21][22]. - Specific targets include achieving a revenue of at least 1.1 billion yuan in 2025 and a net profit turnaround [22]. Group 4: Adjustment and Compliance - The plan includes provisions for adjusting the number of restricted stocks and grant prices in case of corporate actions like stock splits or capital increases [24][27]. - The implementation of the plan requires approval from the shareholders' meeting and must comply with relevant laws and regulations [11][31].