上海博行律师事务所 法律意见书 上海博行律师事务所 关于 上海至纯洁净系统科技股份有限公司 调整限制性股票回购价格 之 法律意见书 上海博行律师事务所 法律意见书 上海博行律师事务所 关 于 上海至纯洁净系统科技股份有限公司 调整限制性股票回购价格 之 法律意见书 致：上海至纯洁净系统科技股份有限公司 上海博行律师事务所（以下简称"博行"或"本所"）接受上海至纯洁净系统 科技股份有限公司（以下简称"至纯科技"或"公司"）的委托，担任至纯科技实 施《第四期股票期权与限制性股票激励计划》（以下简称"激励计划"）相关事宜 的专项法律顾问。受至纯科技的委托，博行就本次调整《第四期股票期权与限制性 股票激励计划》中部分限制性股票回购价格（以下简称"本次调整"）所涉及相关 法律事宜出具本法律意见书。 博行根据《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"）、中国证券监督管理委员会（以下简称 （"中国证监会"）《上市公司股权激励管理办法（试行）》（以下简称"管理办 法"）等有关法律、法规和规范性文件以及《上海至纯洁净系统科技股份有限公司 章程》（以下简称"公司章程"）、《第四 ...

Core Points - The company announced the results of its 2025 equity incentive plan, with the first grant of restricted stock completed on August 28, 2025, totaling 2,007,169 shares [1][5][6] - The incentive plan was approved by the board and supervisory committee, with 11 eligible recipients receiving the restricted stock [1][2] - The total number of restricted shares granted represents 0.97% of the company's total share capital at the time of the announcement [2][5] Grant Details - The restricted stock was granted to 8 key management, technical, and business personnel, with a total of 2,007,169 shares distributed among them [2][3] - The effective period of the incentive plan lasts up to 48 months from the completion of the first grant registration [2][3] - The lock-up period for the granted restricted stock is set for 12 months from the completion of the grant registration [3][4] Release Conditions - The release of the restricted stock will occur in three phases: 40% after 12 months, 30% after 24 months, and the final 30% after 36 months [4][5] - If the conditions for release are not met, the restricted stock will not be released or will be deferred to the next period [3][4] Financial Impact - The company has received a total of 16,800,004.53 yuan (approximately 2.4 million USD) from the incentive plan participants as subscription funds [3][5] - The funds raised will be used to supplement the company's working capital [5][6] - The accounting costs associated with the incentive plan will be amortized over the vesting period of the restricted stock [6][7] Share Structure Changes - The total number of restricted shares granted will not change the company's total share capital, as the shares were sourced from the company's repurchased stock [5][6] - The share structure before and after the grant shows an increase in restricted shares from 130,000,000 to 132,007,169, while unrestricted shares decreased from 77,649,497 to 75,642,328 [5][6]

证券日报网讯爱迪特（301580）8月29日发布公告，在公司回答调研者提问时表示，公司为满足未来业 绩增长，公司在公开发行前实施两次股权激励计划，覆盖主要的内部管理层和骨干员工。上市发行后暂 未实施股票期权或限制性股票计划，但已通过业绩导向的现金激励，职涯晋升的内部机制，把核心团队 与公司未来经营目标深度绑定，能有效锁定关键人才、提升经营效率，并为未来业绩目标的达成提供强 有力的内部动力。 ...

答:国内政策加力 LNG 清洁能源推广，多地区出台配 套政策，货运行业"油转气"进程提速，LNG 加气站网络 建设加快推进。公司积极抢抓市场机遇，依托在天然气设 备领域集成设计、制造加工、试验测试等完备的资质和成 熟经验，加速 LNG 加气装备研制，全力打造 LNG 加气设备 优势产品。2025 年上半年 LNG 加气设备成功中标湖北、 宁夏、广西等多个省级重点项目，实现新增订货 2538 万 元，为后续业务增长奠定了坚实基础。 4.问：公司今年的股权激励目标能否实现？ 2.问：公司钻头业务经营情况？ 答:2025 年上半年公司钻头钻具实现营业收入 3.48 亿元，同比下降 13.05%。钻井提速提效要求不断升级， 公司产品技术与性能持续提升导致钻头钻具用量减少。 2025 年上半年三大油企总进尺同比下滑并极力压缩成本， 公司钻头钻具量价齐跌。为应对不利形势，公司通过导入 高附加值功能化新产品实施差异化竞争，突破市场内卷和 低价竞争。公司积极融入中石化上游一体化格局，与油田 企业开展一体化合作，推进钻头钻具产品创新，进一步促 进市场份额提升。持续巩固中石油塔里木高端市场主力军 地位。中海油市场实现新增订货 6 ...

Investment Rating - The report maintains a "Buy" rating for the company [7][9]. Core Views - The company reported Q2 2025 revenue of 2.969 billion RMB, with year-on-year and quarter-on-quarter growth of 3.7% and 15.7% respectively. The net profit attributable to shareholders was 817 million RMB, reflecting a year-on-year increase of 1.7% and a quarter-on-quarter increase of 15.7%. The adjusted net profit was 849 million RMB, with a year-on-year increase of 15.1% and a quarter-on-quarter increase of 38.6%. The lower net profit compared to previous expectations was attributed to the active removal of old inventory in Europe, which slowed down shipments in the European household storage market. The report expresses optimism about the company's forward-looking layout in emerging markets and the contribution of industrial and commercial storage to performance growth [3][4][5]. Financial Performance - In H1 2025, the company's inverter revenue reached 2.64 billion RMB, representing a year-on-year increase of 13.9%. The gross margin was 47.83%, an increase of 0.82 percentage points compared to the same period last year. The sales of energy storage inverters accounted for a higher proportion, with estimated gross margins of approximately 51% for energy storage inverters, 31% for string inverters, and 30% for micro-inverters. The total inverter shipments in H1 2025 were 763,800 units, with energy storage inverters accounting for 315,600 units, including 272,700 units for household storage and 42,900 units for industrial and commercial storage, which saw a year-on-year growth rate of 213% [4][5]. Market Outlook - The report highlights a recovery in the European market and growth in markets such as Indonesia and Australia, with the company's products demonstrating strong competitiveness. The completion of inventory reduction in European household storage and the increase in industrial and commercial storage demand are noted. The company has launched solutions tailored for the Indonesian market, which is characterized by complex installation environments, and has seen rapid growth in shipments following subsidy implementation in Australia. The company introduced a commercial energy storage system solution with a modular design that reduces costs by 30%, enhancing product competitiveness [5][6]. Employee Incentives - The company announced an employee stock ownership plan draft in August, allowing up to 800 employees to subscribe to 0.21% of the share capital at a price of 30.19 RMB per share. The assessment target for 2025 is a net profit of 3.1 billion RMB, which is considered achievable, and the equity incentive is expected to motivate core employees and enhance team cohesion [6][7]. Valuation - The report revises the company's net profit forecasts for 2025-2027 to 3.573 billion RMB, 4.436 billion RMB, and 5.287 billion RMB respectively, down by 10%, 12%, and 12% from previous estimates. The target price is set at 82.95 RMB, based on a price-to-earnings ratio of 21 times for 2025, maintaining the previous valuation [7][9].

Core Viewpoint - The company Jinbo Co., Ltd. has successfully passed its third restricted stock incentive plan, aimed at enhancing employee motivation and driving growth in its new business sectors, particularly in lithium batteries and transportation [1] Group 1: Incentive Plan and Corporate Strategy - The 2025 restricted stock incentive plan was approved at the third extraordinary general meeting, targeting directors, senior management, and core technical personnel [1] - The plan emphasizes revenue growth rates in the "lithium + transportation" sectors as key performance indicators, aligning with macroeconomic cycles and market competition [1] Group 2: Business Performance and Growth - In the first half of 2025, the company reported revenue of 411 million yuan, a year-on-year increase of 19.69%, driven by significant growth in the transportation and lithium battery sectors [2] - Revenue from the transportation and lithium battery sectors surged by 305.35%, becoming a crucial driver for overall revenue growth [2] Group 3: Product Development and Market Position - In the transportation sector, Jinbo Co., Ltd. has established itself as a leading manufacturer of carbon-ceramic brake discs, expanding its market influence through participation in automotive industry exhibitions [2] - The company has become a designated supplier for several major domestic automotive manufacturers, achieving bulk deliveries of long-fiber carbon-ceramic discs [2] Group 4: Research and Development - Jinbo Co., Ltd. invested 52.15 million yuan in R&D in the first half of 2025, accounting for 12.70% of its revenue, maintaining a high level of investment in innovation [3] - The company received 9 new patent authorizations during the reporting period, including 5 invention patents, bringing the total to 154 patents, with 58 being invention patents [3]

Group 1 - Shengtun Mining plans to repurchase shares worth between 500 million to 600 million yuan for employee stock ownership plans or equity incentives, with a maximum repurchase price of 11.82 yuan per share and a duration of up to 12 months [1] - The share repurchase reflects the company's confidence in its value and aims to enhance team cohesion and promote long-term development [1] Group 2 - Huaneng Hydropower reported a revenue of 12.959 billion yuan for the first half of 2025, representing a year-on-year growth of 9.08%, and a net profit of 4.609 billion yuan, up 10.54% year-on-year [2] - The growth in performance is attributed to a significant increase in new energy installed capacity, full capacity operation of TB power station, and favorable water conditions in the Lancang River basin [2] - The company effectively utilized water resources, achieving a power generation of 52.752 billion kWh, a year-on-year increase of 12.97% [2] Group 3 - Defang Nano reported a revenue of 3.882 billion yuan for the first half of 2025, a decline of 10.58% year-on-year, and a net loss of 391 million yuan, continuing its trend of losses [3] - The company has decided not to distribute cash dividends, issue bonus shares, or increase capital from reserves, likely to retain funds to address operational challenges [3] - Investors are advised to monitor the company's future efforts to improve profitability and enhance market competitiveness [3]

Core Viewpoint - The company reported a decline in net profit and cash flow, while achieving revenue growth driven by strong performance in the passenger vehicle sector and high-end consumer electronics [5][6][7]. Financial Data - Total revenue for the first half of 2025 reached 347.53 million yuan, a year-on-year increase of 7.48% [5]. - Net profit attributable to shareholders was 12.28 million yuan, down 69.84% compared to the previous year [6]. - Basic earnings per share decreased by 70.27% [5]. Business Performance - The passenger vehicle sector saw a revenue increase of 109.60%, contributing 28.15% to total revenue [5][8]. - High-end consumer electronics revenue was 243.56 million yuan, with mobile phone and accessories revenue growing by 3.27% [5][9]. Market Development - The company is expanding its market presence in both the passenger vehicle and ink sectors, with significant growth in passenger vehicle coatings and ink products for electric vehicles [7][9]. - New technologies and products are being developed, including UV insulation inks and advanced coating solutions for various applications [11][12]. R&D Investment - R&D expenses for the first half of 2025 amounted to 50.92 million yuan, a 6.73% increase year-on-year, with a R&D expense ratio of 14.65% [13][14]. - The company has strengthened its R&D team, with 291 R&D personnel, representing 33.33% of total employees [14]. ESG Management - The company has improved its ESG ratings, with a significant upgrade from B to AA level, reflecting enhanced sustainability practices [16].

Summary of North Huachuang Conference Call Company Overview - North Huachuang was formed through the merger of Qixing Electronics and North Microelectronics, benefiting from domestic substitution and policy support since 2019, with revenue expected to reach 30 billion yuan in 2024, maintaining an annual growth rate of over 50% [2][7][19] - The company's business is divided into four main segments: semiconductor equipment, vacuum equipment, new energy lithium battery equipment, and precision components, with semiconductor equipment accounting for approximately 80% of revenue [2][5] Key Insights - North Huachuang has a strong state-owned background, with major shareholders including Qixing Huadian and Beijing Electric Control, holding over 40% of shares, yet operates with a market-oriented approach [2][6] - The company has stable order growth of about 30% annually, with order amounts projected to reach 38 billion yuan in 2024 and 48 billion yuan in 2025, indicating strong performance predictability [2][9] - The gross margin for component business has declined, while electronic industrial equipment and integrated circuit equipment maintain gross margins above 40% and 45%, respectively, with overall net profit margin around 20% [2][10][11] Business Performance - Revenue growth accelerated from 1.6 billion yuan in 2016 to 30 billion yuan in 2024, driven by increased domestic substitution demand and policy support following the US-China decoupling [7][8] - The company’s order growth has been robust, with orders increasing from 17.5 billion yuan in 2022 to 30 billion yuan in 2023, and projected to reach 48 billion yuan in 2025 [9] Employee and R&D Insights - As of the end of 2024, North Huachuang has nearly 20,000 employees, including about 5,000 in R&D, which supports its business expansion and talent retention [12][13] - The company implements stock incentives to bind employee interests, which is crucial in the competitive semiconductor equipment industry [14][15] Market Position and Strategy - North Huachuang has a comprehensive layout in the semiconductor equipment market, covering key areas such as thermal processing, thin film deposition, etching, cleaning, and coating, while actively expanding into overseas markets [3][16][18] - The global semiconductor equipment market is currently valued at approximately 100 billion USD, with North Huachuang aiming to expand its product categories to enhance market presence [17] Investment Recommendation - Investment in North Huachuang is recommended due to its relatively low valuation, consistent growth rate of 30% to 40%, and potential for international expansion, positioning it as a significant supplier in the semiconductor equipment sector [19] Demand for Domestic Equipment - Wafer fabs are increasingly seeking cost-effective and efficient solutions, particularly in mature processes, indicating a strong demand for domestically produced equipment that offers competitive pricing and performance [20]

Core Viewpoint - Zhejiang Agricultural Group Co., Ltd. (referred to as "Zhejiang Agricultural") adjusted the repurchase price of the 2021 restricted stock incentive plan during its board and supervisory meetings held on August 27, 2025 [1] Group 1: Decision-Making Process and Information Disclosure - Since December 23, 2021, Zhejiang Agricultural has followed a strict decision-making process for the 2021 restricted stock incentive plan, including multiple board and supervisory meetings, as well as shareholder meetings [2] - The company completed the grant registration of 12.515 million shares on January 14, 2022, with the shares listed on January 17, 2022 [2] - The company has conducted several repurchases and cancellations of restricted stocks due to changes in incentive targets, including repurchasing 565,000 shares in October 2022 and 968,000 shares in December 2023 [2] Group 2: Details of Price Adjustment - The adjustment of the repurchase price was necessitated by a cash dividend distribution of RMB 3.00 per 10 shares approved at the 2024 annual general meeting, which was implemented on May 27, 2025 [3] - The adjusted repurchase price formula accounts for the dividend impact, resulting in a new repurchase price of RMB 4.17 per share, down from the original RMB 4.47 [3] Group 3: Impact of Adjustment and Opinions - The adjustment complies with relevant laws and regulations and will not materially affect the company's financial status or operational results [4] - The supervisory board and legal advisors have recognized the legality and compliance of the adjustment process [4]