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宇环数控: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-09-07 08:17
Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on September 26, 2025, at 14:30 [1] - The meeting will combine on-site voting and online voting [1] - The online voting period is from September 26, 2025, 9:15 to 15:00 [1] Voting Procedures - Shareholders can attend the meeting in person or authorize others to attend on their behalf [2] - Voting can be conducted through the Shenzhen Stock Exchange trading system or the internet voting system [2] - Only one voting method can be chosen for each voting right, and duplicate votes will be disregarded [2] Eligibility and Registration - Shareholders must hold shares by the registration date of September 19, 2025, to attend the meeting [2] - Personal shareholders must present valid identification, while corporate shareholders must provide proof of their legal representative status [4] - Registration for the meeting can be done in person or via mail/fax by September 25, 2025 [4] Agenda Items - The meeting will discuss the proposal to authorize the board of directors to handle matters related to the 2025 restricted stock incentive plan [3] - The proposal requires approval from more than two-thirds of the voting rights present [3] Additional Information - Detailed voting procedures for online participation are provided in the attachments [5] - The company has made provisions for proxy voting and has included necessary forms for authorization [8][9]
宇环数控: 2025年限制性股票激励计划实施考核管理办法
Zheng Quan Zhi Xing· 2025-09-07 08:17
Core Viewpoint - The company has developed a stock incentive plan to enhance governance structure and motivate core talents for sustainable development and achievement of business goals [1][2]. Group 1: Assessment Objectives and Principles - The assessment aims to improve corporate governance and establish an incentive mechanism to ensure the successful implementation of the stock incentive plan [1]. - The evaluation will adhere to principles of fairness, transparency, and objectivity, linking the stock incentive plan closely with the performance and contributions of the incentivized individuals [1][2]. Group 2: Applicable Scope and Assessment Organization - The plan applies to all participants in the stock incentive program [1]. - The Board's Compensation and Assessment Committee will lead and organize the assessment, while the Human Resources Department will implement the assessment [1][2]. Group 3: Assessment Indicators and Requirements - The performance assessment will be conducted annually from 2025 to 2027, with specific revenue growth targets set for each year based on the 2024 revenue of Southern Machine Tool [2][3]. - The targets are: a minimum of 30% growth for 2025, 60% for 2026, and 100% for 2027 [2]. Group 4: Individual Performance Assessment - Individual performance assessments will determine the extent to which stock can be released, contingent upon meeting company-level performance targets [3][4]. - Performance will be categorized into three levels: excellent, qualified, and unqualified, with corresponding coefficients affecting the release of stocks [4]. Group 5: Assessment Procedures and Results Management - The company will conduct assessments annually, with the Human Resources Department organizing the process and submitting reports to the Board's Compensation and Assessment Committee [5]. - Assessment results will serve as the basis for stock release, and any disputes can be appealed within a specified timeframe [5]. Group 6: Record Keeping and Amendments - The Human Resources Department will archive all assessment records confidentially, ensuring the integrity of performance records [5]. - The Board is responsible for the formulation, interpretation, and revision of the assessment guidelines, which will take precedence over any conflicting regulations [5].
宇环数控: 湖南启元律师事务所关于宇环数控机床股份有限公司2025年限制性股票激励计划(草案)之法律意见书
Zheng Quan Zhi Xing· 2025-09-07 08:17
Core Viewpoint - The legal opinion letter from Hunan Qiyuan Law Firm confirms that Yuhuan CNC Machine Tool Co., Ltd. is qualified to implement its 2025 restricted stock incentive plan, which complies with relevant laws and regulations [1][7][13] Group 1: Company Qualification - Yuhuan CNC is a legally established and compliant listed company, having publicly issued 25 million shares on September 26, 2017, and listed on the Shenzhen Stock Exchange [5][6] - The company does not have any circumstances that would prevent it from implementing the stock incentive plan, as confirmed by a standard unqualified audit report [6][7] Group 2: Legality and Compliance of the Incentive Plan - The incentive plan includes detailed provisions on objectives, management, eligibility, stock sources, pricing, and conditions for granting and lifting restrictions, meeting the requirements of the regulatory framework [7][8] - The plan specifies that the eligible participants are 37 core technical management personnel and key employees from its subsidiary, Hunan Southern Machine Tool Co., Ltd., excluding certain disqualified individuals [8][9] Group 3: Legal Procedures - The company has completed necessary procedures for the incentive plan, including board and supervisory committee approvals [10][11] - The plan still requires additional legal procedures, such as public disclosure and shareholder voting, before implementation [11][12] Group 4: Information Disclosure - The company has fulfilled its information disclosure obligations related to the incentive plan, including board resolutions and plan drafts [12][13] - There are no violations in the disclosure of information regarding the incentive plan [12][13] Group 5: Financial Assistance and Impact - The company has confirmed that it will not provide financial assistance to participants in the incentive plan, aligning with regulatory requirements [12][13] - The plan does not harm the interests of the company or its shareholders, ensuring that shareholder voting rights are respected [12][13]
宇环数控: 上海荣正企业咨询服务(集团)股份有限公司关于宇环数控机床股份有限公司2025年限制性股票激励计划(草案)之独立财务顾问报告
Zheng Quan Zhi Xing· 2025-09-07 08:17
Core Viewpoint - The report outlines the independent financial advisor's assessment of the 2025 restricted stock incentive plan for Yuhuan CNC Machine Tool Co., Ltd, confirming its compliance with relevant regulations and its potential positive impact on the company's performance and shareholder interests [4][11][10]. Summary by Sections 1. Definitions - The report defines key terms related to the incentive plan, including "restricted stock," "incentive objects," and "grant date," providing clarity on the plan's structure and conditions [1]. 2. Independent Financial Advisor's Declaration - The independent financial advisor emphasizes that the report is based on documents provided by Yuhuan CNC, which are guaranteed to be legal, accurate, and complete [2]. 3. Basic Assumptions - The report is based on assumptions regarding the stability of current laws and regulations, the reliability of provided documents, and the absence of unforeseen adverse factors affecting the incentive plan [3]. 4. Advisor's Opinions - The advisor confirms that the implementation of the incentive plan complies with regulatory requirements and that the plan's operational procedures are feasible [4][5]. - The advisor assesses the eligibility and scope of the incentive objects, ensuring compliance with relevant laws and regulations [6][7]. 5. Equity Grant Amount - The plan proposes to grant a total of 1,040,000 shares, representing 0.67% of the company's total share capital, with no reserved rights [8]. 6. Grant Price - The grant price for the restricted stock is set at 11.46 RMB per share, which meets the regulatory requirements for pricing [9][8]. 7. Financial Assistance Prohibition - The plan explicitly prohibits the company from providing any financial assistance to the incentive objects for acquiring shares, ensuring the integrity of the incentive structure [10]. 8. Impact on Company and Shareholders - The advisor concludes that the incentive plan is expected to positively influence the company's operational capabilities and shareholder value, aligning the interests of management with those of shareholders [11][14]. 9. Performance Assessment - The performance assessment framework includes both company-level and individual-level evaluations, with specific revenue growth targets set for the subsidiary, South Machine Tool Co., Ltd [14][15].
方邦股份: 广东信达律师事务所关于广州方邦电子股份有限公司2024年限制性股票激励计划预留授予相关事项的法律意见书
Zheng Quan Zhi Xing· 2025-09-07 08:17
Core Viewpoint - The legal opinion letter issued by Guangdong Xinda Law Firm confirms that Guangzhou Fangbang Electronics Co., Ltd.'s 2024 Restricted Stock Incentive Plan has obtained the necessary approvals and complies with relevant regulations [1][5][8]. Group 1: Approval and Authorization - The 2024 Restricted Stock Incentive Plan has been approved by the company's board and shareholders, including the authorization for the board to handle related matters [5][6]. - The plan includes provisions for the initial grant of restricted stock to 34 eligible participants at a price of 25.7532 yuan per share, totaling 490,000 shares [6][8]. Group 2: Grant Conditions - The granting of restricted stock is subject to specific conditions, including the absence of negative audit opinions on financial reports and compliance with legal and regulatory requirements [6][7]. - The company has confirmed that none of the participants are disqualified from receiving the restricted stock under the applicable laws and regulations [8]. Group 3: Information Disclosure - The company is required to timely disclose relevant documents related to the grant in accordance with regulatory obligations [8]. - The legal opinion emphasizes the importance of ongoing compliance with information disclosure requirements as the incentive plan progresses [8].
方邦股份: 监事会关于公司2024年限制性股票激励计划预留授予激励对象名单的核查意见(截至授予日)
Zheng Quan Zhi Xing· 2025-09-07 08:17
广州方邦电子股份有限公司监事会 关于公司 2024 年限制性股票激励计划 预留授予激励对象名单的核查意见(截至授予日) 广州方邦电子股份有限公司(以下简称"公司") 监事会依据《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》")、 《上海证券 交易所科创板股票上市规则》 (以下简称"《上市规则》")、 《科创板上市公司自律 监管指南第 4 号——股权激励信息披露》 (6)中国证监会认定的其他情形。 法律、法规及规范性文件和《广州方邦电子股份有限公司章程》 (以下简称"《公 司章程》")的有关规定,对公司 2024 年限制性股票激励计划(以下简称"本激 励计划")预留授予激励对象名单(预留授予日)进行了核查,现发表核查意见 如下: 得成为激励对象的情形: (1)最近 12 个月内被证券交易所认定为不适当人选; (2)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; (3)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; (4)具有《 ...
宇环数控: 2025年限制性股票激励计划(草案)
Zheng Quan Zhi Xing· 2025-09-07 08:17
Core Viewpoint - The company, Yuhuan CNC Machine Tool Co., Ltd., has proposed a 2025 Restricted Stock Incentive Plan aimed at enhancing corporate governance and aligning the interests of shareholders, the company, and core employees to promote long-term development [1][7][21]. Summary by Sections Incentive Plan Overview - The incentive plan is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2]. - The plan will grant a total of 1,040,000 restricted stocks, accounting for 0.67% of the company's total share capital of 155,805,000 shares at the time of the announcement [2][11]. Eligibility and Participants - The plan targets 37 core management personnel and key employees from the subsidiary, Hunan Southern Machine Tool Co., Ltd., excluding independent directors and major shareholders [3][10]. - The grant price for the restricted stocks is set at 11.46 RMB per share [3][12]. Plan Duration and Conditions - The plan is valid for a maximum of 48 months from the date of registration of the restricted stocks [3][6]. - The plan requires approval from the company's shareholders' meeting before implementation [4][28]. Performance Metrics - The performance assessment for the incentive plan is based on the revenue growth of Hunan Southern Machine Tool, with specific targets set for the years 2025 to 2027 [18][22]. - The revenue for 2024 is set as a baseline, with growth targets of at least 30%, 60%, and 100% for the respective years [18][21]. Adjustments and Compliance - The plan includes provisions for adjustments to the number of restricted stocks and grant prices in case of corporate actions such as stock splits or capital increases [11][24]. - The company commits not to provide loans or financial assistance to the incentive recipients that could harm the company's interests [4][10]. Implementation Process - The plan must be approved by the shareholders' meeting, and the board of directors will manage its execution [4][28]. - The company will publicly disclose the list of incentive recipients prior to the shareholders' meeting [29][30].
锡装股份: 关于2024年限制性股票激励计划预留授予登记完成的公告
Zheng Quan Zhi Xing· 2025-09-07 08:17
Core Viewpoint - Wuxi Chemical Equipment Co., Ltd. has completed the registration work for the 2024 restricted stock incentive plan, which includes the approval process and the details of the stock grants to eligible participants [1][2][3]. Summary by Sections Approval Process - The company held multiple meetings on August 5, 2024, where the board and supervisory committee approved the draft of the 2024 restricted stock incentive plan and related proposals [1][2]. - The plan was publicly announced from August 6 to August 17, 2024, with no objections received during the public notice period [2]. Stock Grant Details - On September 12, 2024, the company held a temporary shareholders' meeting, which approved the incentive plan and the list of initial grant recipients [3][4]. - The board confirmed that the conditions for granting the stock were met, with a total of 2 million shares granted at a price of 11.79 yuan per share to 31 eligible participants [5]. Subsequent Adjustments - On August 5, 2025, the board decided to adjust the grant price for the reserved portion of the stock from 11.79 yuan to 10.79 yuan per share, with 500,000 shares to be granted to 32 participants on August 8, 2025 [6][7]. - The listing date for the reserved stock is set for September 11, 2025 [7]. Performance Assessment - The incentive plan includes performance assessment criteria, requiring a net profit growth rate of at least 30% or a non-recurring net profit growth rate of at least 30% for the first unlock period [9][10]. - If performance targets are not met, the stock will not be unlocked, and the company will repurchase the shares at the grant price plus interest [10]. Financial Impact - The total number of shares will increase from 110 million to 110.49 million due to the stock grants, which may affect earnings per share [13]. - The funds raised from the stock grants will be used to supplement working capital [13]. Compliance and Verification - The company has confirmed that the stock grants will not affect the distribution of shares in a way that violates listing conditions or change control of the company [12]. - A verification report from an accounting firm confirmed the receipt of funds from the stock grants totaling 5,287,100 yuan [12][16].
上海市锦天城律师事务所关于通用电梯股份有限公司2025年第二次临时股东大会法律意见书
Group 1 - The core opinion of the article is that the 2025 Second Extraordinary General Meeting of Shareholders of the company was convened and conducted in accordance with relevant laws and regulations, and the resolutions passed are valid [24][57]. - The meeting was held on September 5, 2025, at 14:00 in Suzhou, combining on-site voting and online voting [2][28][29]. - The company announced the meeting details on August 19, 2025, ensuring that the notice was published more than 15 days prior to the meeting [1][2]. Group 2 - A total of 72 shareholders participated in the meeting, representing 130,881,611 shares, which accounts for 54.5008% of the total shares with voting rights [32]. - Among the participants, 14 shareholders attended in person, representing 113,407,850 shares (47.2245%), while 58 shareholders participated via online voting, representing 17,473,761 shares (7.2763%) [3][32]. Group 3 - The meeting reviewed several proposals, including the "2025 Restricted Stock Incentive Plan (Draft)" and its summary, which received 99.9704% approval from the attending shareholders [7][35]. - Other proposals, such as the "2025 Restricted Stock Incentive Plan Implementation Assessment Management Measures" and the authorization for the board to handle related matters, also received similar high approval rates [9][39][41]. - The company amended its articles of association and internal management systems, with all amendments receiving over 99.9% approval [10][44][54]. Group 4 - The legal opinion issued by Shanghai Jintiancheng Law Firm confirmed that the meeting's convening, procedures, and voting results complied with the Company Law and other relevant regulations [24][57]. - No resolutions were rejected during the meeting, and no changes were made to previously approved resolutions [26][27].
北京韩建河山管业股份有限公司关于放弃参股公司股权转让优先购买权的公告
Core Viewpoint - The company, Beijing Hanjian Heshan Pipeline Co., Ltd., has decided to waive its right of first refusal for the transfer of 60% equity in Hebei Jitai Heshan New Materials Technology Co., Ltd. for a consideration of 35 million yuan, maintaining its 40% stake in the company [2][3][11]. Group 1: Transaction Overview - The controlling shareholder of Jitai New Materials, Hebei Jitai Intelligent Equipment Manufacturing Co., Ltd., plans to transfer 60% of its equity to an individual for 35 million yuan [2][3]. - The company has chosen to waive its right of first refusal based on its future business planning and financial arrangements [3][11]. - The decision to waive the right does not require shareholder approval and does not constitute a related party transaction or a major asset restructuring [2][5][11]. Group 2: Board Meeting and Decision - The board of directors unanimously approved the waiver of the right of first refusal during the 43rd meeting on September 5, 2025, with all 9 attending directors voting in favor [4][15]. - The decision aligns with the company's operational strategy and does not negatively impact its financial status or shareholder interests [15][11]. Group 3: Impact on the Company - The company's shareholding in Jitai New Materials remains unchanged, and the waiver does not affect its consolidated financial statements [11][15]. - The waiver of the right of first refusal is expected to have no adverse effects on the company's ongoing operations, profitability, or asset status [11][15].