证券代码：688698 证券简称：伟创电气 公告编号：2025-047 苏州伟创电气科技股份有限公司 关于 2024 年股票期权激励计划第一个行权期 行权条件成就的公告 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、准确性和完整性依法承担法律责任。 重要内容提示： ● 股票期权拟行权数量：125.10万份 ● 行权股票来源：公司向激励对象定向发行公司A股普通股股票 苏州伟创电气科技股份有限公司（以下简称公司）于2025年6月25日召开第 三届董事会第三次会议，审议通过了《关于公司2024年股票期权激励计划第一个行 权期行权条件成就的议案》，根据公司《2024年股票期权激励计划（草案）》的 相关规定，2024年股票期权激励计划（以下简称本激励计划）第一个行权期的行 权条件已经成就，现将相关事项公告如下： 一、2024年股票期权激励计划批准及实施情况 （一）股票期权激励计划方案及履行程序 （1）2024年4月24日，公司召开第二届董事会第二十三次会议，会议审议通过了 《关于公司<2024年股票期权激励计划（草案）>及其摘要的议案》《关于公司<2024 年股票 ...

Core Viewpoint - The company has adjusted the first phase of its A-share restricted stock incentive plan, reducing the number of incentive recipients and the total number of restricted shares to be granted due to some recipients no longer meeting the eligibility criteria [1][2][3] Group 1: Decision Process and Disclosure - The company held multiple board and supervisory meetings to review and approve the incentive plan and its adjustments, ensuring compliance with relevant regulations [1][2] - The company disclosed the approval of the incentive plan and the list of recipients, with no objections raised during the public notice period [2][3] Group 2: Adjustments and Results - A total of 25 incentive recipients were removed from the plan, leading to the cancellation of 6.13 million shares that were to be granted [2] - The number of recipients was adjusted from 177 to 152, while the total number of shares to be granted remains consistent with the approved plan [2][3] Group 3: Impact on the Company - The adjustments made to the incentive plan will not have a substantial impact on the company's financial status or operational results [3] Group 4: Supervisory Board Opinion - The supervisory board confirmed that the adjustments comply with the relevant laws and regulations, and do not harm the interests of shareholders [3][4] Group 5: Legal Opinion - The legal counsel concluded that all necessary approvals and procedures for the adjustments and grants have been fulfilled, and the plan adheres to applicable regulations [4]

Core Viewpoint - The report discusses the first phase of the A-share restricted stock incentive plan of Xinyu Steel Co., Ltd., detailing the approval process, adjustments to the plan, and compliance with relevant regulations [4][5][7]. Summary by Sections 1. Introduction - The report defines key terms related to the restricted stock incentive plan, including "restricted stock," "incentive objects," and "grant date" [1]. 2. Independent Financial Advisor's Declaration - The independent financial advisor confirms that the materials provided by Xinyu Steel are legal, accurate, and complete, and that they do not bear any risk responsibility arising from these materials [2][3]. 3. Basic Assumptions - The report is based on several assumptions, including the stability of current laws and regulations, the accuracy of the provided documents, and the absence of unforeseen adverse factors [3]. 4. Independent Financial Advisor's Opinions - The approval process for the incentive plan has been completed, and the adjustments made to the plan are in compliance with relevant regulations [4]. - The number of incentive objects has been adjusted from 177 to 152, and the total number of restricted stocks granted has been reduced from 44.5 million to 38.37 million [4][5]. - The conditions for granting restricted stocks have been met, with no significant issues reported regarding the company's performance or compliance [6]. 5. Grant Date - The first grant date for the restricted stocks is set for June 25, 2025, following the approval from the second temporary shareholders' meeting of 2025 [6][7]. 6. Conclusion - The independent financial advisor concludes that the adjustments and grant conditions of the incentive plan are in accordance with the relevant regulations and that necessary disclosures will be made in due course [7][8].

金杜及经办律师依据《证券法》《律师事务所从事证券法律业务管理办法》和 《律师事务所证券法律业务执业规则（试行）》等规定及本法律意见书出具之日以前 已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则， 进行了充分的核查验证，保证本法律意见书所认定的事实真实、准确、完整，所发表 的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承担相应 法律责任。 为出具本法律意见书，金杜依据《律师事务所从事证券法律业务管理办法》和 《律师事务所证券法律业务执业规则（试行）》等有关规定，编制和落实了查验计划， 查阅了按规定需要查阅的文件以及金杜认为必须查阅的其他文件。 北京金杜（杭州）律师事务所 关于圆通速递股份有限公司 第三期股票期权激励计划调整及首次授予、 第二期股票期权激励计划行权价格调整、第三个行权期行权条件成就及注 销部分股票期权的法律意见书 致：圆通速递股份有限公司 北京金杜（杭州）律师事务所（以下简称金杜或本所）受圆通速递股份有限公司 （以下简称圆通速递或公司）委托，作为其第二期股票期权激励计划、第三期股票期 权激励计划的专项法律顾问，根据《中华人民共和国公司法》（以下简称《公 ...

Core Points - The company has verified the list of incentive recipients for the 2025 Restricted Stock Incentive Plan, confirming that all 115 recipients meet the eligibility criteria outlined in relevant laws and regulations [1][2] - The company will grant a total of 4.645 million shares of restricted stock to the 115 recipients, with the grant date set for June 25, 2025 [2] Summary by Sections Verification of Incentive Recipients - The company's remuneration and assessment committee has confirmed that the 115 incentive recipients are included in the list approved at the 2024 annual general meeting [1] - The committee ensured that none of the recipients fall under the disqualifying conditions specified in the management regulations [1] Grant Details - The total number of restricted shares to be granted is 4.645 million [2] - The grant date for the restricted stock is established as June 25, 2025 [2]

Group 1 - The company’s supervisory board has verified the list of incentive objects for the first phase of the A-share restricted stock incentive plan, confirming compliance with relevant laws and regulations [1][2] - A total of 6.13 million shares of restricted stock will be canceled for individuals who either do not meet the incentive criteria or voluntarily waive their rights [1] - The supervisory board has approved the grant of 36.89 million shares of restricted stock to 152 eligible incentive objects at a price of 2.15 yuan per share, with the grant date set for June 25, 2025 [2] Group 2 - The incentive plan excludes independent directors, supervisors, and shareholders or actual controllers holding more than 5% of the company's shares [2] - The supervisory board has confirmed that the granting conditions for the incentive plan have been met [2] - The eligible incentive objects include members of the management team, middle management personnel, and core technical business skill personnel [1]

Core Points - The company announced the fulfillment of conditions for the first vesting period of its 2024 restricted stock incentive plan, allowing 205 eligible participants to vest 561,360 shares [1][10][20] - The vesting conditions include a 12-month service period and meeting company-level performance targets for the fiscal years 2024 and 2025 [1][3][12] - The performance targets for the first vesting period are set at a net profit of 120 million yuan for 2024 and 150 million yuan for 2025, with trigger values of 100 million yuan and 125 million yuan respectively [2][14] Vesting Arrangement - The first vesting period starts 12 months after the grant date and lasts until the last trading day within 24 months [1][10] - The total number of shares granted under the plan is 1.5 million, with a grant price of 14.455 yuan per share [3][22] - The company has established a performance assessment framework that includes both company-level and individual-level evaluations [5][16] Performance Assessment - Company-level performance assessment will determine the vesting ratio, with 100% vesting if the target is met, 80% if the trigger value is reached, and 0% if below the trigger value [2][12] - Individual performance assessments categorize participants into three tiers: B+ and above, B, and below B, affecting their actual share vesting amounts [5][18] Approval and Compliance - The incentive plan was approved by the board and supervisory committee, with necessary disclosures made to the Shanghai Stock Exchange [6][8][25] - The supervisory committee confirmed that the vesting conditions have been met and that the plan complies with relevant laws and regulations [20][23] Financial Impact - The company will account for the costs associated with the restricted stock according to relevant accounting standards, ensuring that the vesting does not significantly impact its financial status [24]

Core Points - The company has announced the completion of the second unlock period for its 2023 restricted stock incentive plan, allowing 3,084,000 shares to be released for trading on July 1, 2025 [1][2][8] - A total of 158 eligible participants will benefit from this unlock, which represents 0.18% of the company's total share capital [14] - The company has fulfilled all necessary approval and disclosure procedures related to this incentive plan [2][6][16] Incentive Plan Details - The restricted stock was initially granted on June 12, 2023, with a grant price of 9.21 yuan per share, totaling 10.43 million shares for 159 participants [9][12] - The second unlock period conditions have been met, including no negative audit opinions or violations of profit distribution regulations [10][11] - The performance target for the unlock is a net profit growth rate of no less than 25% for 2024 compared to 2022 [12][13] Stock Structure Changes - Prior to the unlock, the company had 6,168,000 shares under restriction, which will decrease to 3,084,000 shares post-unlock [16] - The total number of unrestricted shares will increase from 1,698,390,119 to 1,701,474,119 following the unlock [16] - The company has established transfer restrictions for directors and senior management regarding their shares post-unlock [14][15]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company has announced a restricted stock incentive plan, granting 1.021 million shares, representing approximately 0.69% of the total share capital at the time of the announcement [4] - The company aims to achieve revenue targets of 1.4 billion, 1.7 billion, and 2 billion for the years 2025, 2026, and 2027, respectively, reflecting year-on-year growth rates of 30%, 21.4%, and 17.6% [7] - A new base will be established in Chengdu with an investment of 1 billion yuan, aimed at enhancing the national strategic layout and increasing market share [7] - The company is also increasing investments in its Wuxi and Nanjing bases, with a total capital expenditure of 1.483 billion yuan in 2024, focusing on high-end testing equipment [7] - The profit forecast has been adjusted, with expected net profits of 177 million, 249 million, and 362 million yuan for 2025, 2026, and 2027, respectively, corresponding to PE ratios of 50, 35, and 24 [7] Financial Data and Profit Forecast - Total revenue is projected to reach 1.401 billion yuan in 2025, with a year-on-year growth rate of 30.1% [6] - The net profit attributable to the parent company is expected to be 177 million yuan in 2025, reflecting a significant increase from the previous year [6] - The company's gross margin is forecasted to be 38.9% in 2025, with a gradual increase in ROE from 6.4% in 2025 to 10.7% in 2027 [6]

Group 1 - The company has adjusted its equity incentive plan due to the departure of certain incentive recipients [1] - On September 19, 2024, the company’s fourth extraordinary general meeting approved the authorization for the board to handle matters related to the equity incentive, including the cancellation of exercise rights for certain recipients [2] - The board meeting on June 25, 2025, approved the cancellation of 412,500 stock options and the repurchase of 275,000 restricted shares from four departing incentive recipients [2][3] Group 2 - The repurchase price for the restricted shares is set at 1.62 yuan per share, totaling 445,500 yuan from the company's own funds [3] - The legal opinion confirms that the company has obtained necessary approvals for the cancellation and repurchase actions, which comply with relevant regulations [3] - The company is required to fulfill its information disclosure obligations and complete the procedures for share cancellation and capital reduction [3]