北京铜官盈新文化旅游发展股份有限公司 董事会薪酬与考核委员会关于调整 2025 年股票期权激励计划 相关事项及首次授予股票期权的核查意见 北京铜官盈新文化旅游发展股份有限公司（以下简称"公司"） 董事会薪酬 与考核委员会依据《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、法规和规范性文件以及《北京铜官盈新 文化旅游发展股份有限公司章程》 （以下简称"《公司章程》"）的规定，对公司 调整 2025 年股票期权激励计划相关事项及首次授予股票期权进行了核查，现发表 核查意见如下： 一、关于调整 2025 年股票期权激励计划相关事项的核查意见 鉴于公司激励计划首次授予的激励对象名单中，有 3 名激励对象因岗位调整、 调出公司、个人自愿放弃认购等原因不再纳入激励对象范围，因此，根据激励计 划的有关规定和公司 2025 年第一次临时股东会的授权，董事会对股权激励计划首 次授予激励对象人数及授予权益数量进行调整。本次激励计划拟首次授予的激励 对象由 90 名调整为 87 名，首次授予的股票期权数 ...

Core Viewpoint - The legal opinion letter confirms that the adjustments to the 2025 stock option incentive plan and the initial grant of stock options by Beijing Tongguan Yingxin Cultural Tourism Development Co., Ltd. have received necessary approvals and comply with relevant laws and regulations [9][12]. Summary by Relevant Sections Legal Framework - The law firm has been appointed as a special legal advisor to the company regarding the adjustments to the stock option incentive plan and the initial grant of stock options, in accordance with the Company Law, Securities Law, and other regulatory guidelines [2][4]. Approval Process - The adjustments and initial grants have been approved by the company's shareholders, with over two-thirds of voting rights in favor of the relevant proposals [8]. - The company has publicly disclosed the names and positions of the proposed incentive recipients during the designated public notice period, with no objections received [7][9]. Adjustments to Incentive Recipients - The number of incentive recipients has been adjusted from 90 to 87 due to changes in personnel and voluntary withdrawals [10][12]. - The total number of stock options to be granted in the initial award is 40 million, with an exercise price set at 1.66 yuan per share [12]. Compliance and Conditions - The legal opinion asserts that all conditions for granting stock options have been met, including the absence of disqualifying events for both the company and the incentive recipients [11][12]. - The initial grant date has been determined as August 28, 2025, which aligns with regulatory requirements [11][12]. Conclusion - The legal opinion concludes that the adjustments and initial grants are legally valid and effective, and the company must fulfill its disclosure obligations and complete the necessary registration for the stock options [13].

Core Viewpoint - The company has adjusted its 2025 stock option incentive plan, reducing the number of initial grant recipients and the total number of stock options to be granted, while ensuring compliance with relevant regulations and maintaining the plan's overall integrity [1][3][5]. Group 1: Decision Process and Disclosure - The company has followed the necessary decision-making procedures and disclosed information regarding the adjustment of the 2025 stock option incentive plan [1]. - The board and supervisory committee have reviewed and approved the relevant proposals related to the stock option incentive plan [2][3]. Group 2: Adjustments to the Incentive Plan - The number of initial grant recipients has been reduced from 90 to 87 due to reasons such as job changes and voluntary withdrawal [3][5]. - The total number of stock options to be granted has been adjusted from 40.8 million to 40 million, while the reserved stock options have increased from 9.2 million to 10 million [3][5]. Group 3: Impact of Adjustments - The adjustments made to the incentive plan are in accordance with the relevant laws and regulations and will not have a substantial impact on the company's financial status or operational results [4][5]. Group 4: Opinions from Committees - The remuneration and assessment committee, along with the supervisory committee, have expressed their agreement with the adjustments made to the incentive plan [4][5]. Group 5: Legal Opinions - The legal opinion confirms that the adjustments and grants have received the necessary approvals and comply with applicable laws and regulations [5].

Core Viewpoint - The company has approved the initial grant of stock options under the 2025 Stock Option Incentive Plan, granting 40 million stock options to 87 eligible participants, with a strike price of 1.66 yuan per option [1][2][10]. Summary by Relevant Sections Stock Option Incentive Plan Overview - The incentive plan involves stock options as the incentive tool, with stock sourced from a directed issuance of A-shares or repurchased shares from the secondary market [1][2]. - The total number of stock options granted is 40 million, distributed among 87 participants, including middle and senior management and key technical personnel [1][2][10]. Granting Conditions and Procedures - The granting conditions have been met as per the plan, and the board has authorized the grant date as August 28, 2025 [1][10]. - The plan has undergone necessary decision-making procedures, including approval from the board and supervisory committee [8][10]. Distribution of Stock Options - The distribution of stock options is as follows: 31.5 million options (63%) to middle management, 9.3 million options (18.6%) to key technical personnel, and 9.2 million options (18.4%) reserved [2][10]. - The total options granted do not exceed 1% of the company's total share capital at the time of the plan's announcement [2][10]. Exercise Conditions and Performance Assessment - The options have a maximum validity of 48 months, with a waiting period of 12 months for the first grant and 24 months for reserved options [4][5]. - Performance targets for the first two years are set at 770 million yuan and 840 million yuan for 2025 and 2026, respectively, with specific conditions for exercising the options based on company performance [5][7]. Financial Impact and Cost Estimation - The estimated total cost for the stock options is 8.0859 million yuan, which will be amortized over the exercise period [13][14]. - The incentive plan is expected to positively impact the company's long-term performance by enhancing employee motivation and operational efficiency [14]. Legal Compliance and Approval - The plan has been reviewed and approved by legal counsel, confirming compliance with relevant laws and regulations [15][17]. - The company has ensured that all participants meet the eligibility criteria set forth in the incentive plan [15][17].

Core Points - The company held its 13th meeting of the 9th Board of Directors, where several key resolutions were passed regarding financial reports, fundraising, and investment projects [1][2][3] Financial Reports - The Board approved the 2025 semi-annual report and its summary, with all 9 directors voting in favor [1] - A special report on the management and use of raised funds for the first half of 2025 was also approved unanimously [2] Investment Projects - The Board agreed to invest in a new lithium-ion battery manufacturing base project in Nanjing with a total investment not exceeding RMB 4 billion [3] - Another project for a 20GWh new energy battery base in Wuhu was approved, also with a total investment not exceeding RMB 4 billion [4][5] Related Transactions - The Board approved the addition of expected daily related transactions for 2025, which will be subject to shareholder approval at the next general meeting [2][3] Stock Option Plans - The Board adjusted the exercise price of the 2021 stock option incentive plan from RMB 39.10 to RMB 39.00 per share [6] - The conditions for the third exercise period of the 2021 stock option incentive plan were deemed fulfilled, allowing 733,320 stock options to be exercised by eligible participants [7] - The Board also approved the cancellation of 216,300 stock options that were not exercised due to certain participants not meeting the exercise conditions [8] Employee Stock Ownership Plans - The Board approved adjustments to the fourth employee stock ownership plan, increasing the reserved shares from 2 million to 2.975 million shares [13] - A new fifth employee stock ownership plan was proposed, which aims to enhance employee engagement and company governance [14][15] Governance and Compliance - The Board proposed revisions to several internal management systems to improve compliance and governance [17] - A notice for the 2025 first extraordinary general meeting was approved, scheduled for September 23, 2025 [18]

山东未名生物医药股份有限公司 董事会薪酬与考核委员会关于公司 2025 年股票期权 激励计划相关事项的核查意见 （五）中国证监会认定的其他情形。公司具备实施股权激励计划的主体资格。 二、公司本激励计划所确定的激励对象不存在《管理办法》第八条规定的不 得成为激励对象的以下情形： （一）最近 12 个月内被证券交易所认定为不适当人选； （二）最近 12 个月内被中国证监会及其派出机构认定为不适当人选； （三）最近 12 个月内因重大违法违规行为被中国证监会及其派出机构行政 处罚或者采取市场禁入措施； 山东未名生物医药股份有限公司（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》"）、《深圳证券交易所股票上市规则》（以下简称 "《上市规则》"）、《山东未名生物医药股份有限公司章程》（以下简称"《公 司章程》"）的规定，对《山东未名生物医药股份有限公司 2025 年股票期权激 励计划（草案）》（以下简称"本激励计划"）及其他相关资料进行审核，发表 核查意见如下： ...

证券代码：002581 证券简称：ST未名 公告编号：2025-065 山东未名生物医药股份有限公司 山东未名生物医药股份有限公司(以下简称"公司")第六届董事会第六次会 议于 2025 年 8 月 29 日上午 10 时以通讯方式召开。应参加表决董事 11 名，实际 参加表决董事 11 人，分别为：岳家霖、刘文俊、徐隽雄、周婷、陈星、史晓如、 黄桂源、蔡艳红、张荣富、刘洋、夏阳。董事会会议通知已于 2025 年 8 月 27 日以通讯方式发出，会议由公司董事长岳家霖先生主持。本次董事会的召集和召 开符合国家有关法律法规、《董事会议事规则》及《公司章程》的规定。本次会 议审议了如下议案： 二、董事会会议审议情况 （一）审议通过了《关于〈山东未名生物医药股份有限公司 2025 年股票期权 激励计划（草案）〉及其摘要的议案》 为进一步完善公司治理结构，建立、健全公司长期激励与约束机制，倡导公 司与管理层及骨干员工共同持续发展的理念，充分调动董事、高级管理人员、中 层管理人员及核心骨干员工的积极性，有效地将股东利益、公司利益和员工个人 利益结合在一起，提升公司的核心竞争力，确保公司发展战略和经营目标的实现， 公司依 ...

Core Viewpoint - The company has adjusted the exercise price of its 2022 stock option incentive plan from 18.57 CNY per share to 18.47 CNY per share, following the necessary approvals and in compliance with relevant regulations [1][5][6]. Summary by Sections Approval Process - The adjustment of the stock option exercise price was approved during the 13th meeting of the 9th Board of Directors and the 13th meeting of the 9th Supervisory Board held on August 28, 2025 [1]. - The company followed the required procedures, including independent opinions from independent directors and verification of the incentive object list [1][4]. Adjustment Details - The adjustment was made in accordance with the company's 2024 annual profit distribution plan, which includes a cash dividend of 1 CNY per 10 shares [4]. - The formula used for the adjustment is P = P0 - V, where P0 is the original exercise price and V is the cash dividend per share [4][5]. - The new exercise price after adjustment is calculated to be 18.47 CNY per share [5]. Impact on the Company - The adjustment complies with the relevant regulations and will not have a substantial impact on the company's financial condition or operating results [5][6]. - The Supervisory Board has confirmed that the adjustment process is legal and compliant with applicable laws and regulations [6]. Legal Opinion - The legal opinion from Shanghai Tongli Law Firm confirms that the adjustment has received the necessary approvals and is in accordance with the relevant laws and regulations [6].

Core Viewpoint - The announcement details the achievement of the exercise conditions for the third exercise period of the 2022 stock option incentive plan, allowing 1,406 eligible participants to exercise a total of 9.42048 million stock options at a price of 18.47 yuan per share [1][6][20]. Summary by Sections Incentive Plan Overview - The stock option incentive plan was approved by the board and involves a total of 1,406 eligible participants, with the number of exercisable stock options amounting to 9.42048 million, representing 0.522% of the company's total share capital [1][15]. - The exercise price for the options is set at 18.47 yuan per share [6][15]. Approval Process - The plan underwent necessary approval procedures, including independent opinions from the board and verification of the list of incentive recipients [2][20]. - The company disclosed the list of recipients and conducted self-inspections regarding insider trading prior to the public announcement [2][20]. Performance Conditions - The performance conditions for the third exercise period were met, with the company achieving a revenue growth rate of 241.75% compared to the 2021 fiscal year, which was a requirement of not less than 300% [6][10]. - The company’s actual revenue for 2024 was reported at 35,391.82 million yuan, which satisfied the performance criteria for the stock options [10][20]. Changes in Eligible Participants - The number of eligible participants was adjusted from 1,757 to 1,406 due to various reasons, including personal circumstances of some participants [10][20]. - A total of 34 participants were disqualified from the incentive plan, leading to the cancellation of their corresponding stock options [10][20]. Financial Impact - If all options are exercised, the company’s net assets will increase by 173.99627 million yuan, with an increase in total share capital by 9.42048 million shares [17][20]. - The stock option expenses will be amortized according to accounting standards, impacting the capital reserve [17][20]. Legal and Compliance - The company has confirmed compliance with relevant laws and regulations regarding the stock option incentive plan, and the necessary approvals have been obtained [20]. - The legal opinion provided by the law firm confirms that the exercise and cancellation of stock options are in accordance with applicable regulations [20].

Core Viewpoint - The company has adjusted the exercise price of its 2021 stock option incentive plan from 39.10 CNY per share to 39.00 CNY per share, following the necessary approvals and in compliance with relevant regulations [1][6][7]. Summary by Sections Approval Process - The adjustment of the stock option exercise price was approved during the 13th meeting of the 9th Board of Directors and the 13th Supervisory Board meeting held on August 28, 2025 [1]. - The company followed the required procedures, including the approval of relevant proposals and independent opinions from independent directors [1][2]. Adjustment Details - The adjustment was made in accordance with the company's 2024 annual profit distribution plan, which involved a cash dividend of 1 CNY per 10 shares, leading to a per-share cash dividend of approximately 0.0992147 CNY [5][6]. - The formula used for the adjustment was P = P0 - V, where P0 is the original exercise price and V is the cash dividend per share [6]. Impact on the Company - The adjustment of the exercise price is in line with the regulations of the Stock Incentive Management Measures and will not have a substantial impact on the company's financial status or operational results [6][7]. Supervisory and Legal Opinions - The Supervisory Board confirmed that the adjustment process complies with relevant laws and regulations, thus supporting the decision [7]. - Legal opinions from Shanghai Tongli Law Firm affirmed that the necessary approvals for the adjustment were obtained and that it adheres to applicable laws and regulations [8].