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柳药集团: 广西柳药集团股份有限公司第五届监事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 17:47
Meeting Overview - The fifth session of the Supervisory Board of Guangxi Liuyuan Group Co., Ltd. was held on August 28, 2025, and was deemed legally valid with three supervisors present [1][2]. Resolutions Passed - The Supervisory Board approved the 2025 semi-annual report and summary, affirming that the report accurately reflects the company's operational results and financial status as of June 30, 2025 [2][3]. - The board also approved a special report on the storage and actual use of raised funds, confirming that it truthfully reflects the management and usage of funds [2][3]. - A resolution to cancel the Supervisory Board and amend the Articles of Association was passed, with the responsibilities being transferred to the Audit Committee of the Board [3][4]. - The board approved the purchase of liability insurance for directors and senior management, which is expected to enhance compliance and risk management without significantly impacting the company's financial status [3][4]. - The 2025 stock option incentive plan draft was approved, aimed at improving the incentive and restraint mechanism for the core team, promoting long-term healthy development [4][5]. - The management measures for the implementation of the stock option incentive plan were also approved, ensuring a balanced long-term incentive and restraint mechanism [5][6]. - The board conducted a preliminary review of the list of incentive objects for the stock option plan, confirming their eligibility under relevant laws and regulations [6][7]. - The 2025 employee stock ownership plan draft was approved, which aims to align employee interests with the company's long-term development [8][9]. - The management measures for the employee stock ownership plan were approved, ensuring its smooth implementation and compliance with regulations [9][10].
柳药集团: 广东华商律师事务所关于广西柳药集团股份有限公司2025年股票期权激励计划(草案)的法律意见
Zheng Quan Zhi Xing· 2025-08-29 17:47
关于 广西柳药集团股份有限公司 法律意见书 深圳市福田区深南大道 4011 号香港中旅大厦 21-26 层 邮政编码(Postcode):518048 电话(Tel.):0086-755-83025555 传真(Fax.):0086-755-83025068 网址(Website):www.huashanglawyer.com 法律意见书 目 录 法律意见书 广东华商律师事务所 关于广西柳药集团股份有限公司 法律意见书 致:广西柳药集团股份有限公司 广东华商律师事务所(以下简称"本所")接受贵公司的委托,担任贵公司 实施 2025 年股票期权激励计划的专项法律顾问。根据《中华人民共和国公司法》 《中华人民共和国证券法》《上市公司股权激励管理办法》等有关法律、法规及 规范性文件和《广西柳药集团股份有限公司章程》的规定,就贵公司拟实施的 限公司 2025 年股票期权激励计划(草案)的法律意见书》。 ii 法律意见书 释 义 在《广东华商律师事务所关于广西柳药集团股份有限公司 2025 年股票期权 激励计划(草案)的法律意见书》中,除上下文另有解释或说明外,下列使用的 简称分别代表如下全称或含义: 简称 全称或含义 ...
奇安信: 奇安信关于2022年股票期权激励计划第三个行权期及2023年股票期权激励计划第二个行权期行权条件未成就暨注销部分股票期权的公告
Zheng Quan Zhi Xing· 2025-08-29 17:46
Core Viewpoint - The company announced the failure to meet the exercise conditions for the third exercise period of the 2022 stock option incentive plan and the second exercise period of the 2023 stock option incentive plan, leading to the cancellation of a total of 298.1600 thousand stock options [11][12][13]. Summary by Sections 2022 Stock Option Incentive Plan - The company held board and supervisory meetings to review and approve the cancellation of stock options due to unmet exercise conditions [1][2]. - A total of 276.7973 thousand stock options were canceled from the first exercise period, and 279.7815 thousand from the second exercise period due to 84 individuals leaving the company [6][12]. - The third exercise period saw the cancellation of 213.2030 thousand stock options as the company's revenue growth rate was -30.11% compared to 2022, failing to meet performance assessment criteria [12][13]. 2023 Stock Option Incentive Plan - The company also reviewed and approved the cancellation of stock options for the 2023 plan due to similar reasons, with 299.3400 thousand stock options canceled from the first exercise period [11][12]. - The second exercise period of the 2023 plan resulted in the cancellation of 214.1300 thousand stock options, attributed to 106 individuals no longer qualifying as incentive targets [12][13]. - The overall cancellation for the 2023 plan amounted to 298.1600 thousand stock options due to unmet performance criteria [13]. Impact and Compliance - The cancellations are in accordance with relevant regulations and will not materially affect the company's financial status or operational results [13][14]. - The supervisory board confirmed that the cancellations align with legal requirements and do not harm the interests of the company or its shareholders [14].
宁水集团: 关于2024年股票期权激励计划第一个行权期行权条件未成就及注销部分股票期权的公告
Zheng Quan Zhi Xing· 2025-08-29 17:46
Core Viewpoint - Ningbo Water Meter (Group) Co., Ltd. announced the cancellation of stock options due to unmet performance conditions for the first exercise period of the 2024 stock option incentive plan [1][7][10] Group 1: Stock Option Incentive Plan - The company held meetings to review and approve the stock option incentive plan and its management measures [1][2] - The first exercise period of the stock option plan was not achieved due to the company failing to meet the performance targets for 2024 [7][8] - A total of 938,750 stock options will be canceled, including those for departing employees and those not exercised by current employees [9][10] Group 2: Performance Targets - The performance targets for the first exercise period required a revenue growth rate of no less than 8% for 2024, based on the average revenue of 2022 and 2023 [8] - The actual revenue for 2024 was reported at approximately 1.5 billion yuan, which did not meet the required growth target [8][9] Group 3: Legal and Procedural Compliance - The cancellation of stock options was deemed legally valid and in compliance with relevant regulations and the company's incentive plan [10][11] - The board and supervisory committee confirmed that the procedures followed for the cancellation were appropriate and did not harm the interests of the company or its shareholders [10][11]
小熊电器: 关于2022年股票期权与限制性股票激励计划首次授予股票期权第三个行权期及预留授予股票期权第二个行权期行权条件成就的公告
Zheng Quan Zhi Xing· 2025-08-29 17:46
Core Viewpoint - The announcement details the achievement of conditions for the third exercise period of stock options and the second exercise period of reserved stock options under the 2022 stock option and restricted stock incentive plan of the company [1][9][19]. Summary by Sections Incentive Plan Overview - The incentive plan involves 25 eligible participants for the third exercise period, with a total of 188,100 stock options to be exercised, representing 0.12% of the company's total share capital, at an exercise price of 34.75 yuan per share [1][15]. - The second exercise period for reserved stock options will be announced separately once the conditions are met [1]. Board and Supervisory Committee Meetings - The company held multiple meetings to review and approve various aspects of the incentive plan, including the draft plan, management methods, and the list of incentive recipients [2][3][4]. - The supervisory committee confirmed that no objections were raised during the public notice period regarding the incentive recipients [2]. Adjustments to Exercise Prices - The exercise price for the first granted stock options was adjusted from 37.75 yuan to 36.95 yuan, and further adjustments were made in subsequent meetings [4][7][15]. - The latest adjustment set the exercise price for the first granted stock options at 34.75 yuan and for reserved stock options at 46.34 yuan [15]. Conditions for Exercising Options - The conditions for exercising the third exercise period stock options require the company to meet specific performance metrics, including a revenue growth rate of at least 30% compared to 2021 or a net profit growth rate meeting similar criteria [12][13]. - The waiting period for the third exercise period is set to end on October 16, 2025, while the second exercise period for reserved options will end on October 12, 2025 [10][11]. Impact on Company Structure - The exercise of these options is not expected to significantly impact the company's equity structure, and the controlling shareholder will remain unchanged [17]. - The company will manage the funds raised from the exercise of options to supplement its working capital [18]. Compliance and Legal Opinions - The supervisory committee and independent financial advisors confirmed that the incentive plan complies with relevant laws and regulations, and the conditions for exercising the options have been met [19][20].
天和防务: 关于公司2021年股票期权激励计划第三个行权期行权条件未成就及注销部分股票期权的公告
Zheng Quan Zhi Xing· 2025-08-29 17:46
Core Viewpoint - The company announced the cancellation of stock options due to unmet performance conditions for the third exercise period of its 2021 stock option incentive plan, resulting in a total of 5,771,200 stock options being canceled [1][5][6]. Summary by Sections Stock Option Incentive Plan - The company held meetings to review and approve the cancellation of stock options as the cumulative net profit for 2022-2024 did not meet the performance target of 700 million yuan [1][5]. - The third exercise period allowed for 40% of the total options to be exercised, but the performance target was not achieved, leading to the cancellation of options [5][6]. Cancellation Details - A total of 5,658,800 stock options granted to eligible participants were canceled, along with 112,400 options from participants who left the company, totaling 5,771,200 options [1][5][6]. - The company’s net profit for the three years was reported as -452,370,601.59 yuan, indicating a significant shortfall from the target [5][6]. Compliance and Approval - The independent directors and the supervisory board agreed that the cancellation of stock options complied with relevant laws and regulations, and the necessary procedures were followed [6][7]. - Legal opinions confirmed that the cancellation was authorized and met regulatory requirements [7]. Impact on the Company - The cancellation of stock options will not affect the company's capital structure or operational status, and the management team will continue to fulfill their responsibilities [6][7].
中广核技: 关于股票期权激励计划第二个行权期行权条件未成就及注销部分股票期权的公告
Zheng Quan Zhi Xing· 2025-08-29 17:46
Core Points - The company announced that the conditions for the second exercise period of the stock option incentive plan were not met, leading to the cancellation of certain stock options [1][5][4] - A total of 685.6619 thousand stock options held by 205 incentive objects will be canceled due to the failure to meet performance assessment targets for 2024 [5][4] - The stock options granted to 25 departing employees, totaling 168.0005 thousand, will also be canceled as they no longer qualify as incentive objects [4][3] Summary of Related Sections Stock Option Incentive Plan Approval Process - The stock option incentive plan was approved by the board and relevant authorities, with the first grant date set for December 30, 2022, awarding 26.48 million stock options at an exercise price of 7.33 yuan per share [2][1] - The plan included a public solicitation for proxy voting rights from shareholders [2] Stock Option Grant Details - On April 25, 2023, an additional 950 thousand stock options were granted to 4 qualifying incentive objects at an exercise price of 8.11 yuan per share [3][2] - The total number of stock options granted in the first phase was 25.96 million to 257 individuals, including directors and key personnel [2][1] Cancellation of Stock Options - The company will cancel stock options for departing employees and those who did not meet the exercise conditions, totaling 291 thousand options for 25 individuals [3][4] - The cancellation of stock options is in accordance with the company's incentive plan management regulations and does not require further shareholder approval [5][4] Impact of Cancellation - The cancellation of stock options is not expected to have a significant impact on the company's financial status or operations, and the incentive plan will continue to be implemented [5][4] - Legal opinions confirm that the cancellation has received necessary approvals and complies with relevant regulations [5][4]
圣邦股份: 北京市君合律师事务所关于圣邦微电子(北京)股份有限公司2023年股票期权激励计划首次授予第二个行权期及预留授予第一个行权期可行权等事项的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 17:34
Core Viewpoint - The legal opinion letter issued by JunHe Law Offices confirms that the actions related to the stock option incentive plans of Shengbang Microelectronics (Beijing) Co., Ltd. have received the necessary approvals and comply with relevant regulations [5][14][15]. Group 1: Approval and Authorization - The board of directors and the supervisory board have approved the actions regarding the exercise of stock options, cancellation of stock options, and invalidation of restricted stocks [5][14]. - The shareholders' meeting has authorized the board to handle matters related to the 2021 and 2023 incentive plans [5][6]. Group 2: Details of the Exercise - The second exercise period of the 2023 stock option incentive plan allows 1,041 participants to exercise a total of 2,462,803 stock options at a price of 50.54 yuan per option [7][10]. - The first exercise period of the reserved grant allows 460 participants to exercise a total of 576,147 stock options at a price of 44.46 yuan per option [8][10]. Group 3: Conditions for Exercise - The conditions for exercising the stock options have been met, including no negative audit opinions and compliance with performance assessment requirements [10][11]. - The performance target for the first exercise period corresponds to a revenue target of 3 billion yuan for 2024 [12]. Group 4: Cancellation of Stock Options - A total of 34,523 stock options will be canceled due to the departure of seven participants and performance assessments that did not meet the required standards [13][14]. - The cancellation aligns with the provisions of the 2023 incentive plan regarding the treatment of stock options when participants leave the company [13][14]. Group 5: Invalidation of Restricted Stocks - A total of 40,906 shares of restricted stock will be invalidated due to the departure of 17 participants and failure to meet vesting conditions [15]. - The invalidation is consistent with the 2021 incentive plan's regulations regarding the treatment of restricted stocks [15].
国检集团: 北京市高朋律师事务所关于中国国检测试控股集团股份有限公司第二期股票期权激励计划第三个行权期行权条件未成就并注销部分股票期权的法律意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The legal opinion issued by Beijing Gaopeng Law Firm confirms the cancellation of stock options under the second phase stock option incentive plan of China National Inspection Testing Group Co., Ltd. due to unmet performance conditions for the third exercise period [1][9]. Summary by Sections Basic Situation of the Cancellation - The performance assessment conditions for the third exercise period require a compound annual growth rate of operating income of no less than 25% in 2024 compared to 2020, and a return on net assets of no less than 16% [4]. - The company calculated a net asset return of 9.77% for 2024, indicating that the performance conditions were not met, leading to the cancellation of a total of 5,551,656 stock options [4]. Approval and Authorization of the Cancellation - On August 26, 2021, the company’s board of directors approved various proposals related to the second phase stock option incentive plan, including management and assessment methods [5]. - The plan received approval from China National Building Materials Group on September 9, 2021, allowing the implementation of the second phase stock option incentive plan [6]. - The company completed the registration of 14.07 million stock options on December 20, 2021 [7]. Decision-Making and Approval Procedures - The board of directors and supervisory board held meetings on August 30, 2023, to approve the adjustment of the second phase stock option incentive plan and the cancellation of certain stock options [8]. - The necessary decision-making and approval procedures for the cancellation of stock options have been fulfilled as of the date of the legal opinion [9].
国检集团: 国检集团关于注销第二期股票期权激励计划部分股票期权的公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company announced the cancellation of part of the stock option incentive plan due to unmet performance criteria for the third exercise period [1][4][5] Group 1: Approval Procedures - The company held the fifth board meeting on August 28, 2025, to review and approve the cancellation of part of the stock options [1] - Independent directors provided opinions on the stock option incentive plan and its related matters during the meetings [2][3] Group 2: Specifics of Cancellation - The cancellation affects 5,551,656 stock options held by 216 incentive targets, which were granted but not yet exercised [4] - The performance criteria for the third exercise period were not met, with a compound growth rate of 15.46% for revenue, below the target of 25% [4] Group 3: Impact on the Company - The cancellation of the stock options will not have a significant impact on the company's financial status or operational results [5] - The stability of the management team is not expected to be affected by this cancellation [5] Group 4: Compliance and Legal Opinions - The cancellation aligns with relevant laws and regulations, including the Management Measures for Equity Incentives of Listed Companies [5] - Necessary decision-making and approval procedures have been followed for the cancellation [5]