职工代表大会关于 2025 年员工持股计划 证券代码：605117 证券简称：德业股份 公告编号：2025-074 宁波德业科技股份有限公司 的决议公告 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、准确性和完整性承担个别及连带责任。 宁波德业科技股份有限公司（以下简称"公司"）职工代表大会于 2025 年 8 月 22 日召开，本次会议的召集、召开和表决程序符合职工代表大会的相关规定。 经全体与会职工代表民主讨论，审议通过了《<2025 年员工持股计划（草案）> 及其摘要》 《2025 年员工持股计划管理办法》的议案。职工代表大会代表一致认 为： 公司拟实施的员工持股计划的内容符合有关法律、法规及规范性文件的规定， 不存在损害公司及全体股东利益的情形，亦不存在以摊派、强行分配等方式强制 员工参加持股计划的情形，故通过《<2025 年员工持股计划（草案）>及其摘要》 《2025 年员工持股计划管理办法》。 公司实施员工持股计划遵循了依法合规、自愿参与、风险自担的基本原则， 完善了员工与全体股东的利益共享和风险共担机制，充分调动了员工的积极性和 创造性，健 ...

证券简称：德业股份 证券代码：605117 宁波德业科技股份有限公司 （草案） 二〇二五年八月 声明 宁波德业科技股份有限公司 2025 年员工持股计划（草案） 本公司及公司董事会全体成员保证本员工持股计划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、完整性承担个别及 连带的法律责任。 宁波德业科技股份有限公司 2025 年员工持股计划（草案） 风险提示 准后方可实施，本员工持股计划能否获得公司股东大会批准，存在不确定性。 股票规模等要素存在不确定性。 工认购资金较低时，本员工持股计划存在无法成立的风险；若员工认购资金不 足，本员工持股计划存在低于预计规模的风险。 环境的变化、行业景气度的波动、市场竞争加剧等原因的影响，也可能存在业 绩无法达成的风险。本员工持股计划中有关公司业绩考核指标的描述不代表公 司的业绩预测，亦不构成业绩承诺。 意投资风险。 宁波德业科技股份有限公司 2025 年员工持股计划（草案） 特别提示 简称"本员工持股计划"）系公司依据《中华人民共和国公司法》、《中华人 民共和国证券法》、《关于上市公司实施员工持股计划试点的指导意见》、《上 海证券交易所上市公司自律 ...

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss key proposals, including the employee stock ownership plan and daily related transactions [1][4][8] Group 1: Meeting Details - The meeting is scheduled for September 4, 2025, at 14:30, located at the company's office in Chongqing [4] - The meeting will be conducted both in-person and online, with specific voting times outlined for shareholders [4] - The agenda includes the introduction of attendees, discussion of proposals, and voting on the resolutions [4][8] Group 2: Proposal on Employee Stock Ownership Plan - The company proposes to repurchase and cancel 1,715,024 shares from the 2024 employee stock ownership plan due to unmet performance conditions [8][10] - The repurchase price is set at 8.23 yuan per share, adjusted from the original price of 12.27 yuan per share [10][11] - The funding for the repurchase will come from the company's own funds, and the cancellation will not affect the control of the company [11][12] Group 3: Daily Related Transactions - The company plans to increase the expected amount for daily related transactions in 2025, with a total expected amount of 5,990 million yuan [6][8] - The increase is primarily due to the need to meet procurement demands from related parties [6][7] - The transactions will adhere to fair market pricing principles and will not harm the interests of shareholders [7][8]

Core Viewpoint - The report serves as an independent financial advisory opinion on the 2025 employee stock ownership plan of Shanghai Weipai Ge Smart Water Co., Ltd, ensuring compliance with relevant laws and regulations while assessing the plan's impact on the company and its shareholders [1][2][28]. Summary by Sections Independent Financial Advisor's Declaration - The independent financial advisor, Shanghai Miaodao Enterprise Management Consulting Co., Ltd, confirms the authenticity and completeness of the information provided by Weipai Ge for the employee stock ownership plan [1][2]. Basic Assumptions - The report is based on assumptions that current laws and regulations will not change significantly, and that all provided information is accurate and complete [3][4]. Main Content of the Employee Stock Ownership Plan - The plan allows participation from directors, supervisors, senior management, and key personnel, with a total funding cap of 36.81 million yuan, divided into units of 1 yuan each [5][6]. - The maximum number of shares to be held under the plan is 10.34 million shares, representing 1.81% of the company's total equity [8][9]. Funding and Stock Sources - The funding for the plan will come from employees' legal salaries and self-raised funds, with no financial assistance from the company [6][8]. - The stocks will be sourced from shares repurchased by the company, with a total of 10,939,797 shares repurchased at an average price of 6.40 yuan per share [8][9]. Lock-up Period and Performance Assessment - The lock-up period for the shares will be 12, 24, and 36 months, with performance targets set for net profits of 30 million yuan in 2025, 100 million yuan in 2026, and 200 million yuan in 2027 [10][12][13]. Management and Governance - The plan will be managed by a management committee elected by the participants, with a highest authority being the holders' meeting [15][19]. - The management committee is responsible for daily operations and ensuring compliance with the plan's regulations [19][20]. Changes and Termination of the Plan - The plan can be modified or terminated based on significant corporate changes such as mergers or changes in control, requiring approval from the holders' meeting [22][27]. - Upon termination, the assets will be liquidated and distributed according to the participants' shares [27][28].

Meeting Overview - The fourth board meeting of Shanghai Weipage Smart Water Co., Ltd. was held on August 25, 2025, with all 9 directors present and voting [1] - The meeting was chaired by Chairman Li Jixi, and the procedures complied with relevant laws and regulations [1] Resolutions Passed - The board unanimously approved the 2025 semi-annual report and summary, with 9 votes in favor [2] - The board also approved the special report on the storage and actual use of raised funds for the first half of 2025, with 9 votes in favor [2] - A resolution to cancel the supervisory board and amend the company’s articles of association was passed, pending approval at the second extraordinary general meeting of shareholders in 2025, with 9 votes in favor [2][3] - The board approved the revision and formulation of certain management systems, with 9 votes in favor [2][3] - The semi-annual evaluation report of the "Quality Improvement and Efficiency Enhancement Action Plan" for 2025 was approved, with 9 votes in favor [3] - The appointment of Mr. Huang Gang as the deputy general manager was approved, with 9 votes in favor [3][4] Employee Stock Ownership Plan - The board discussed and approved the draft of the 2025 Employee Stock Ownership Plan to attract and retain core management and key employees, with 5 votes in favor and 4 abstentions [5] - The management measures for the Employee Stock Ownership Plan were also approved, with 5 votes in favor and 4 abstentions [6] - The board proposed to authorize the board of directors to handle matters related to the Employee Stock Ownership Plan, with 5 votes in favor and 4 abstentions [7][8] Upcoming Actions - The board proposed to convene the second extraordinary general meeting of shareholders in 2025, with 9 votes in favor [8][9]

Meeting Overview - The fourth meeting of the Supervisory Board of Shanghai Weipage Smart Water Co., Ltd. was held on August 25, 2025, in a combination of on-site and communication methods [1] - The meeting complied with the relevant laws and regulations, as well as the company's articles of association [1] Resolutions Passed - The Supervisory Board unanimously approved the "2025 Half-Year Report and Summary," confirming that the report's preparation and review procedures met legal requirements and accurately reflected the company's financial status and operational results [1][2] - The board also approved the "Special Report on the Storage and Actual Use of Raised Funds for the First Half of 2025," with the same unanimous voting outcome [2] - A resolution was passed to cancel the Supervisory Board and amend the company's articles of association in accordance with the new Company Law effective from July 1, 2024, and related regulations [3] - The board discussed the "2025 Employee Stock Ownership Plan (Draft)," which aims to enhance the alignment of interests between employees and shareholders, although the resolution could not be passed due to a lack of non-related supervisors for voting [4][5] - The "Management Measures for the 2025 Employee Stock Ownership Plan" was also discussed but similarly could not be resolved for the same reason [5] Additional Information - The company expressed gratitude to the departing supervisors for their contributions during their tenure [3] - Detailed reports and summaries related to the resolutions can be found on the Shanghai Stock Exchange website [2][5]

证券代码：601058 证券简称：赛轮轮胎 公告编号：临 2025-062 赛轮集团股份有限公司 关于 2023 年员工持股计划第二个锁定期届满 暨解锁条件成就的公告 本公司及董事会全体成员保证公告内容不存在虚假记载、误导性陈述或者重 大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 届董事会第二十八次会议，审议通过了《关于 2023 年员工持股计划第二个锁定 期届满暨解锁条件成就的议案》，具体情况如下： 一、2023 年员工持股计划实施进展 会议和 2023 年第一次临时股东大会，审议通过了《关于公司<2023 年员工持股 计划(草案)>及其摘要的议案》等相关议案，同意公司实施 2023 年员工持股计划。 具体内容详见公司于 2023 年 7 月 18 日、2023 年 8 月 5 日在指定信息披露媒体 披露的临 2023-068、2023-074 号公告。 司出具的《过户登记确认书》，公司回购专用证券账户（B881985595）中所持有 的 59,900,050 股公司股票已于 2023 年 8 月 17 日以非交易过户的方式过户至公 司 2023 年员工持股计划证券账户（B88596901 ...

与会监事发表意见如下：经审核，我们认为公司 2025 年半年度利润分配方 案充分考虑了公司现阶段经营发展需要及资金需求等因素，兼顾公司未来发展和 股东长远利益，符合公司战略发展需要和公司当前的实际情况，未损害公司股东 特别是中小股东的利益。同意公司 2025 年半年度利润分配方案。 表决结果：同意 3 票，反对 0 票，弃权 0 票，表决通过。 与会监事发表意见如下：经审核，我们认为公司编制和审议《2025 年半年 度报告及半年度报告摘要》的程序符合中国证券监督管理委员会、上海证券交易 所相关法律法规的要求，报告内容真实、准确、完整地反映了公司的实际情况， 不存在任何虚假记载、误导性陈述或者重大遗漏。 证券代码：601058 证券简称：赛轮轮胎 公告编号：临 2025-059 赛轮集团股份有限公司 第六届监事会第十五次会议决议公告 本公司监事会及全体监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、准确性和完整性承担法律责任。 赛轮集团股份有限公司（以下简称"公司"）第六届监事会第十五次会议于 实到监事 3 人（其中以通讯表决方式出席 1 人）。会议由监事会主席闫凯先生主 持 ...

Core Viewpoint - The company is holding its third extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including profit distribution, establishment of a wholly-owned subsidiary, capital increase for project implementation, and an employee stock ownership plan [1][5][9]. Proposal Summaries Proposal 1: Mid-Year Profit Distribution Plan - As of June 30, 2025, the company achieved a net profit attributable to shareholders of RMB 139,025,450.88, with distributable profits amounting to RMB 207,419,073.75. The proposed cash dividend is RMB 4.00 per 10 shares, totaling RMB 62,738,732.00, which represents 45.13% of the net profit for the first half of 2025 [6][7]. Proposal 2: Establishment of a Wholly-Owned Subsidiary - The company plans to invest RMB 100 million to establish a wholly-owned subsidiary, Suzhou Xidian New Energy Technology Co., Ltd., to independently develop its FCC workshop. This investment is not considered a related party transaction or a major asset restructuring [9][10]. Proposal 3: Capital Increase for Wholly-Owned Subsidiary - The company intends to use part of the raised funds to increase the capital of its wholly-owned subsidiary, Suzhou Xidian New Energy Vehicle Electronics Co., Ltd., by RMB 100 million, raising its registered capital from RMB 50 million to RMB 150 million. This is aimed at ensuring the smooth implementation of fundraising projects [12][13]. Proposal 4: Renewal of Audit Firm - The company proposes to renew its engagement with Rongcheng Accounting Firm, which has a long history in securities services and has audited 518 listed companies in 2024. The firm has a total revenue of RMB 251,025,800, with audit services contributing RMB 234,862,940 [14][15][19]. Proposal 5: Second Employee Stock Ownership Plan - The company aims to implement a second employee stock ownership plan to enhance the motivation of management and key employees, thereby promoting sustainable development. The plan has been reviewed and approved by the board [21][22].

Core Viewpoint - Cowell Technology Co., Ltd. successfully completed its share repurchase plan aimed at enhancing employee stock ownership and equity incentives for long-term development [1] Repurchase Plan Overview - On August 23, 2024, Cowell's board approved a share repurchase plan using self-owned funds, with a total repurchase amount set between 20 million and 30 million yuan, and a maximum repurchase price of 42.00 yuan per share. The repurchase period is from August 23, 2024, to August 22, 2025 [2] Repurchase Implementation Status - As of August 22, 2025, the company repurchased a total of 991,042 shares, accounting for 1.1788% of the total share capital, with an average repurchase price of 29.42 yuan per share. The total funds used for the repurchase amounted to 29,152,075.63 yuan, with prices ranging from 23.55 yuan to 41.59 yuan per share [3] Stock Trading by Related Parties During Repurchase Period - During the repurchase period, several directors and senior management personnel reduced their holdings. Notably, director Jiang Jiaping sold 1,150,000 shares (1.3679% of total share capital), and other directors and senior management also made reductions, while one senior manager did not sell any shares [4] Share Capital Changes - Before the repurchase, the total share capital was 84,023,969 shares. After completion, it increased to 84,070,709 shares, with 991,042 shares held in a dedicated repurchase account, representing 1.18% of total share capital. This change was partly due to the vesting of shares from the 2021 restricted stock incentive plan [5] Handling of Repurchased Shares - The repurchased shares will be stored in a dedicated account and will not enjoy certain shareholder rights during this period. The company plans to use these shares for equity incentives or employee stock ownership plans, adhering to relevant decision-making procedures and disclosure obligations. The funds used for the repurchase are self-owned and will not significantly impact the company's daily operations or financial status, nor will it lead to a change in control [6]