Group 1 - The company plans to repurchase and cancel a total of 912,000 restricted shares, with an estimated total fund of approximately 9.93 million yuan for the repurchase, using its own funds [2][10][12] - For the 2022 restricted stock incentive plan, 198,000 shares will be repurchased due to 43 individuals losing eligibility due to retirement or resignation, and 8 individuals failing to meet performance requirements [2][10][13] - The repurchase price for the 2022 plan is set at 9.05 yuan per share, while for the 2024 plan, it is set at 11.40 yuan per share, with a total of 714,000 shares to be repurchased [2][10][16] Group 2 - The company has approved the adjustment of the foreign exchange hedging business limit to a maximum of 15 billion yuan or equivalent foreign currency, allowing for rolling use of funds within this limit [35][38] - The purpose of the foreign exchange hedging business is to mitigate exchange rate risks and reduce the impact of exchange rate fluctuations on the company's operating performance [36][43] - The company has established a management system for foreign exchange hedging, ensuring that all transactions are based on actual business needs and do not involve speculative trading [47][49]

Group 1 - The company held its second extraordinary general meeting of shareholders on July 30, 2025, with a total share capital of 280,206,120 shares, of which 2,426,950 shares were in the repurchase account and did not have voting rights, resulting in 277,779,170 shares eligible for voting [2][4] - The meeting was legally convened and conducted according to the Company Law and the Articles of Association, with a combination of on-site and online voting methods [3][10] - All resolutions presented at the meeting were approved, including changes to the registered capital, the cancellation of the supervisory board, and various amendments to internal regulations [5][6][7] Group 2 - The company conducted a self-examination regarding insider trading related to its 2025 restricted stock incentive plan, confirming that no insider information was leaked or used for trading prior to the public disclosure of the plan [14][18] - During the self-examination period from January 10, 2025, to July 10, 2025, five insiders engaged in stock trading, but their actions were independent and occurred before they were aware of the incentive plan [16][17] - A total of 13 incentive plan participants traded the company's stock during the self-examination period, but they did so based on their independent judgment without knowledge of the incentive plan details [16][18]

Group 1 - The company held its fourth board meeting, where all directors unanimously agreed to waive the notice period requirement, and the meeting was conducted both in person and via communication [1] - The board approved the proposal for the "2025 Restricted Stock Incentive Plan (Draft)" to establish a long-term incentive mechanism to attract and retain talent, aligning the interests of shareholders, the company, and employees [1][2] - The board also approved the "2025 Restricted Stock Incentive Plan Implementation Assessment Management Measures" to ensure the smooth implementation of the incentive plan [2][3] Group 2 - The board proposed to authorize the board to handle matters related to the stock incentive plan, including determining the eligibility of participants and adjusting the number of restricted stocks in case of capital changes [3][4] - The board approved the establishment of a "External Donation Management System" to regulate the company's donation activities and enhance its brand image while fulfilling social responsibilities [4][5] - The company plans to hold the third extraordinary general meeting of shareholders on August 19, 2025, to review the matters requiring shareholder approval [5]

本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没 有虚假记载、误导性陈述或重大遗漏。 安克创新科技股份有限公司（以下简称"公司"）于 2025 年 7 月 30 日召开 第四届董事会第二次会议，审议通过了《关于召开 2025 年第三次临时股东会的 议案》，决定于 2025 年 8 月 19 日（星期二）召开公司 2025 年第三次临时股东 会，现将本次股东会的有关事项通知如下： 一、召开会议的基本情况 决定召开公司 2025 年第三次临时股东会。本次会议召集程序符合《深圳证券交 易所创业板股票上市规则》等相关法律法规和《公司章程》的规定。 （1）现场会议：2025 年 8 月 19 日（星期二）下午 15:00； 证券代码：300866 证券简称：安克创新 公告编号：2025-081 债券代码：123257 债券简称：安克转债 安克创新科技股份有限公司 关于召开 2025 年第三次临时股东会通知的公告 （2）网络投票： 公司将通过深圳证券交易所证券交易系统和互联网投票系统向全体股东提 供网络形式的投票平台，流通股股东可以在网络投票时间内通过上述系统进行投 票。 通过深圳证券交易所系统进行网络投票的 ...

进一步建立、健全公司长效激励机制，吸引和留住优秀人才，充分调动公司 员工的积极性，有效地将股东利益、公司利益和员工利益结合在一起，使各方共 同关注公司的长远发展。 二、考核原则 安克创新科技股份有限公司 2025 年限制性股票激励计划实施考核管理办法 安克创新科技股份有限公司 （2025 年 7 月） 为保证安克创新科技股份有限公司（以下简称"公司"）2025 年限制性股 票激励计划（以下简称"股权激励计划"或"本激励计划"）的顺利进行，进一 步完善公司治理结构，形成良好均衡的价值分配体系，充分调动员工的积极性、 激励员工更勤勉地开展工作，以保证公司业绩稳步提升，确保公司发展战略和经 营目标的实现，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》《深圳证券交易所创业板上市公司自律监管指南第 1 号——业务办理》等法律、法规规定及《公司章程》的有关规定，结合公司实际 情况，制定本办法。 一、考核目的 安克创新科技股份有限公司 2025 年限制性股票激励计划实施考核管理办法 独立董事、单独或合计持股 5%以上的股东或实际控制人及其配偶、父母、子女。 所有激励对象必须在公司授予限制 ...

江苏澄星磷化工股份有限公司 董事会薪酬与考核委员会 关于公司 2025 年限制性股票激励计划相关事项的核查意见 江苏澄星磷化工股份有限公司（以下简称"公司"）董事会薪酬与考核委员会 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》"）、《上市公司股权激励管理办法》（以下简 称"《管理办法》"）等有关法律法规、规章、规范性文件和《公司章程》的有关 规定，对公司 2025 年限制性股票激励计划相关事项进行了认真审阅，发表核查 意见如下： 权激励计划的情形，公司具备实施激励计划的主体资格； 《证券法》《管理办法》等法律、法规、规范性文件和《公司章程》的有关规定， 对激励对象限制性股票的授予安排、解除限售安排未违反相关法律、法规、规范 性文件的规定； 或安排。 分调动公司管理人员和员工的积极性，提高经营管理水平，不存在损害上市公司 及全体股东的利益。 计划相关议案时，关联董事均已回避表决； 规范性文件和《公司章程》的规定；考核体系具备全面性、综合性及可操作性， 有利于提升被激励对象对公司的凝聚力，同时对激励对象具有约束效果，能够达 到本次限制性股票激励计划的考核 ...

Core Viewpoint - Jiangsu Chengxing Phosphate Chemical Co., Ltd. has developed a Restricted Stock Incentive Plan for 2025 to attract and retain talent, aligning the interests of shareholders, the company, and core team members to ensure long-term development and achievement of strategic goals [1][2]. Group 1: Assessment Objectives and Principles - The purpose of the assessment is to improve the corporate governance structure and establish an effective incentive mechanism to ensure the successful implementation of the stock incentive plan [2]. - The assessment must adhere to principles of fairness, openness, and justice, closely linking the incentive plan with the performance and contributions of the incentivized individuals [2][3]. Group 2: Assessment Scope and Institutions - The assessment applies to all participants in the restricted stock incentive plan [2]. - The Board's Compensation and Assessment Committee is responsible for leading the assessment, while the Talent Strategy Management Department is tasked with the implementation [3]. Group 3: Performance Assessment Indicators and Standards - The performance assessment for the company level includes annual targets for operating income and net profit attributable to shareholders for the years 2025 to 2027, with specific target values set for each year [3][4]. - The first year (2025) targets are set at 3.8 billion yuan for operating income and 220 million yuan for net profit, with subsequent years increasing to 4.3 billion yuan and 700 million yuan in 2026, and 5 billion yuan and 1.6 billion yuan in 2027 [4]. Group 4: Individual Performance Assessment - Individual performance assessments will be conducted according to existing compensation regulations, determining the actual number of shares that can be released based on personal performance results [5][6]. - If the company-level performance meets the standards, the actual number of shares released will be calculated based on the company-level release ratio and the individual performance ratio [6]. Group 5: Assessment Period and Procedures - The assessment period for the incentive plan spans three fiscal years from 2025 to 2027, with assessments conducted annually [6]. - The Talent Strategy Management Department will maintain the assessment results and submit a performance assessment report to the Board's Compensation and Assessment Committee [6][7]. Group 6: Assessment Results Management - Participants have the right to know their assessment results, which must be communicated within five working days after the assessment [7]. - If there are disputes regarding the assessment results, participants can appeal to the Compensation and Assessment Committee, which will review and finalize the results within ten working days [7].

Core Viewpoint - The independent financial advisory report outlines the stock incentive plan for Jiangsu Chengxing Phosphate Chemical Co., Ltd., detailing the conditions, beneficiaries, and implications for the company's performance and shareholder interests [1][19][27]. Group 1: Incentive Plan Overview - The stock incentive plan involves granting 20 million restricted stocks, representing 3.02% of the company's total share capital of 662.5729 million shares [6][8]. - The plan targets 86 individuals, approximately 3.71% of the total workforce of 2,317 employees, including directors, senior management, and key personnel [6][7]. - The grant price for the restricted stocks is set at 3.21 RMB per share, which is aligned with regulatory requirements [14][22]. Group 2: Performance Conditions - The release of the restricted stocks is contingent upon achieving specific performance targets over three years, with revenue targets of 3.8 billion RMB in 2025, 4.3 billion RMB in 2026, and 5 billion RMB in 2027 [17][18]. - The performance assessment will consider both company-level and individual-level metrics, ensuring alignment between management incentives and shareholder interests [27][28]. Group 3: Compliance and Feasibility - The plan complies with relevant laws and regulations, ensuring that it does not harm the interests of the company or its shareholders [19][21]. - The financial advisor confirms that the plan's execution procedures are feasible and align with the company's strategic goals [20][21]. Group 4: Impact on Company and Shareholders - The implementation of the incentive plan is expected to positively influence the company's operational sustainability and shareholder equity by aligning management's interests with those of the shareholders [26][27]. - The plan is designed to foster long-term performance improvements, linking stock price appreciation to the overall success of the company [27].

序号 姓名 职务 江苏澄星磷化工股份有限公司 | 江苏澄星磷化工股份有限公司 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 一、激励对象名单及拟授出权益分配情况表 | | | | | | | | 获授的限制性 | | | | 占本激励计划授 | | 占本激励计划 | | 序 | | | | | | | | 姓名 职务 | | 股票数量 | | 予限制性股票总 | | 公告时公司股 | | 号 | | | | | | | | （万股） | | | | 数的比例 | | 本总额的比例 | | 核心管理、业务骨干及优秀高潜员工（82 | | 人） | | 1,280.00 | | 64.00% 1.93% | | 400.00 | 预留部分 | | | 20.00% | 0.60% | | | 2,000.00 | 合计 | | 100.00% | 3.02% | | | 注：1、上述任何一名激励对象通过全部有效的股权激励计划获授的本公司股票均未超过本 激励计划草案公告时公司股本总额的 1.00%。公司全部有效的激励计划所涉及的标的股票总数累 ...

Company Overview - Jiangsu Chengxing Phosphate Chemical Co., Ltd. operates in the fine phosphate chemical industry, primarily engaged in the production and sales of yellow phosphorus, phosphoric acid, and phosphate products [1][19] - The company has a diverse business scope, including the manufacturing and sales of chemical raw materials and products, electronic products, metal materials, construction materials, and agricultural products [1] Performance Summary - In 2024, the company reported operating revenue of approximately CNY 3.36 billion, an increase from CNY 3.10 billion in 2023 but a decrease from CNY 4.54 billion in 2022 [3] - The net profit attributable to shareholders was a loss of CNY 198.90 million in 2024, compared to a loss of CNY 60.83 million in 2023 and a profit of CNY 521.77 million in 2022 [3] - The net cash flow from operating activities was CNY 268.20 million in 2023, down from CNY 597.82 million in 2022 [3] Incentive Plan Overview - The company plans to implement a restricted stock incentive plan, granting a total of 20 million shares, which represents 3.02% of the total share capital [1][5] - The initial grant will consist of 16 million shares (2.41% of total share capital), while 4 million shares will be reserved for future grants [1][5] Incentive Plan Objectives - The incentive plan aims to establish a long-term incentive mechanism to attract and retain talent, aligning the interests of shareholders, the company, and core team members [4][20] - The plan is designed to motivate employees by linking their performance to the company's long-term development [4][20] Performance Assessment Criteria - The performance assessment for the incentive plan will focus on both revenue and net profit targets, with specific goals set for the years 2025 to 2027 [16][20] - For 2025, the revenue target is CNY 3.8 billion, with a trigger value of CNY 3 billion, and a net profit target of CNY 22 million, with a trigger value of CNY 14 million [16] Industry Context - The fine phosphate chemical industry is crucial for various sectors, including agriculture, food, and electronics, and is expected to grow due to increasing demand for high-purity phosphoric acid and phosphate products [19] - However, the industry faces challenges such as rising competition, increasing operational costs, and external economic pressures, which may impact the company's performance [19][20]