Compliance Requirements - The financial report for the most recent accounting year must not have received a negative opinion or inability to express an opinion from the registered accountant [2] - Internal controls for the most recent accounting year must not have received a negative opinion or inability to express an opinion from the registered accountant [2] - There should be no instances of profit distribution not complying with laws, regulations, or company articles within the last 36 months [2] - No loans or financial assistance should be provided to incentive objects [2] Incentive Object Compliance - Incentive objects must not include shareholders or actual controllers holding more than 5% of the company's shares [2] - No inappropriate designations by the stock exchange or the China Securities Regulatory Commission (CSRC) in the last 12 months [2] - No major legal violations leading to administrative penalties or market entry bans by the CSRC in the last 12 months [2] - Compliance with the Company Law regarding eligibility to serve as directors or senior management [2] Incentive Plan Compliance - The total number of shares involved in all effective stock incentive plans must not exceed 10% of the company's total equity [2] - Individual incentive objects must not receive more than 1% of the company's total equity through all effective stock incentive plans [2] - The reserved rights ratio for incentive objects must not exceed 20% of the total rights to be granted in the current stock incentive plan [2] - Performance assessment indicators must be established for directors and senior management as conditions for exercising rights [2] Disclosure Requirements - The stock incentive plan must detail compliance with the Stock Incentive Management Measures and any potential issues with stock distribution [3] - The purpose of the stock incentive plan and the basis for determining incentive objects must be clearly stated [3] - The number of rights to be granted, types of stocks involved, and their proportion to the company's total equity must be disclosed [5] - The plan must include the effective period, pricing methods, and conditions for exercising rights [5][6] Performance Assessment and Compliance - Performance assessment indicators must be objective, clear, and conducive to enhancing the company's competitiveness [6] - The interval between the grant date of restricted stocks and the first release date must not be less than 12 months [6] - The company must ensure that the stock incentive plan does not harm the interests of the company and all shareholders [7]

Core Viewpoint - The company has announced the achievement of the first vesting period for its 2024 restricted stock incentive plan, allowing for the vesting of 774,000 shares to 95 eligible participants [1][8][12]. Group 1: Stock Incentive Plan Details - The total number of restricted stocks granted under the plan is 1,935,000 shares, representing 2.1989% of the company's total share capital of 88 million shares [1][2]. - The grant price for the restricted stocks is set at 9.91 yuan per share [1][13]. - The vesting schedule includes three periods: 40% after 12 months, 30% after 24 months, and 30% after 36 months from the grant date [2][3]. Group 2: Performance and Vesting Conditions - The performance targets for the first vesting period require a net profit of no less than 50 million yuan for the year 2024 [3][10]. - The cumulative net profit targets for subsequent periods are set at 115 million yuan for 2024-2025 and 195 million yuan for 2024-2026 [3][10]. - Individual performance assessments will determine the vesting ratio, categorized into four levels: A, B, C, and D, with A and B allowing for 100% vesting [4][11]. Group 3: Approval and Compliance - The plan was approved by the company's board and supervisory committee, with no objections raised during the public disclosure period [5][6]. - The board confirmed that the vesting conditions for the first period have been met, with a unanimous vote in favor [8][9]. - The supervisory committee has also verified that the incentive plan complies with relevant laws and regulations [12][15].

Group 1 - The company has implemented an equity incentive plan, distributing a total of 16.4 million restricted shares, which accounts for 5.28% of the total restricted shares granted [1] - The total number of restricted shares granted to core technical/business/management personnel is 62.175 million, representing 20.00% of the total amount [1] - The total equity incentive plan represents 0.12% of the company's total share capital [1] Group 2 - The list of core technical/business/management personnel includes 24 individuals, with their names sorted alphabetically [1]

长春百克生物科技股份公司 股权激励管理办法 第一章 总则 第一条 为建立健全激励与约束机制，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》及其他法律、行政法规以及《长春百克生物科技股 份公司章程》（以下简称"《公司章程》"）的规定，制定本办法。 第二条 本办法所称股权激励是指公司以本公司股票为标的，对董事、高级 管理人员及公司认为应当激励的对公司经营业绩和未来发展有直接影响的其他 员工进行的长期性激励。 第三条 公司实行股权激励，应当符合法律、行政法规、《公司章程》和本 办法的规定，有利于公司的持续发展，不得损害公司利益。 公司的董事和高级管理人员在实行股权激励中应当诚实守信，勤勉尽责， 维护公司和全体股东的利益。 第四条 公司拟实施股权激励计划应按照相关规定聘请中介机构共同制定 激励方案。 第二章 一般规定 第五条 公司具有下列情形之一的，不得实行股权激励： （一）最近一个会计年度财务会计报告被注册会计师出具否定意见或者无 法表示意见的审计报告； （二）最近一个会计年度财务报告内部控制被注册会计师出具否定意见或 ...

Core Viewpoint - Shenzhen Biyimi Microelectronics Co., Ltd. has approved the initial grant list of the 2025 Restricted Stock Incentive Plan, ensuring compliance with relevant laws and regulations [1][2][3] Disclosure and Verification - The company disclosed the draft of the 2025 Restricted Stock Incentive Plan and related documents on August 16, 2025, and began internal public disclosure of the initial grant list on August 19, 2025 [2][3] - The verification process included checking the names, identification documents, employment contracts, and positions of the initial grant recipients [3] Committee's Verification Opinion - The committee confirmed that the individuals listed in the initial grant meet the qualifications set forth by the Company Law and other relevant regulations, and their eligibility as incentive recipients is valid [3][4] - The initial grant recipients do not fall under any disqualifying conditions as specified in the management regulations [3][4] - The recipients include core technical personnel, key business staff, and other individuals deemed necessary for motivation by the board [4]

Core Viewpoint - The company has approved a stock option and restricted stock incentive plan for its core employees, aiming to enhance employee motivation and align their interests with the company's performance [1][9]. Summary by Sections Incentive Plan Overview - The incentive plan involves granting a total of 117.82 million stock options and 58.91 million restricted stocks to 104 core employees, representing 0.28% and 0.14% of the company's total share capital, respectively [2][10]. - The stock options will be sourced from the company's A-shares issued to the incentive targets, while the restricted stocks will be repurchased from the secondary market [10]. Granting Conditions - The granting conditions have been met, with the approval of the board and supervisory committee, confirming the grant date as August 29, 2025 [9][16]. - The stock options have an exercise price of 12.63 yuan per share, and the restricted stocks have a grant price of 8.42 yuan per share [10][12]. Performance Assessment - The performance assessment for the stock options and restricted stocks is based on specific financial targets for 2025, including a minimum revenue of 2.851 billion yuan and a net profit of 265 million yuan [6][10]. - If the company fails to meet these targets, the unexercised stock options and unvested restricted stocks will be canceled or repurchased at the grant price [6][7]. Accounting Treatment - The company will use the Black-Scholes model to calculate the fair value of the stock options, with the stock price at 18.25 yuan on the grant date [13]. - The estimated incentive costs will be amortized over the vesting period, impacting the company's financial performance in 2025, 2026, and 2027 [15][14]. Legal and Advisory Opinions - The legal and independent financial advisors have confirmed that the incentive plan complies with relevant laws and regulations, and the granting conditions have been satisfied [16][17].

Core Viewpoint - The company has decided to adjust the repurchase price of certain restricted stocks due to unmet performance targets in the fourth phase of its equity incentive plan, leading to the repurchase and cancellation of specific stock options and restricted stocks [2][9][10]. Summary by Relevant Sections Stock Repurchase and Cancellation - The company will repurchase and cancel a total of 680,400 shares of restricted stock due to the failure to meet performance targets set in the fourth phase of the equity incentive plan [9][10]. - The adjusted repurchase price for the third unlock period of the fourth phase restricted stock is set at approximately 19.03 yuan per share, while for the second unlock period, it is approximately 15.61 yuan per share [3][10]. Performance Targets and Adjustments - The board of directors has acknowledged that the company's 2024 financial performance did not meet the established targets for the fourth phase of the equity incentive plan, resulting in the decision to cancel the corresponding stock options and restricted stocks [2][9]. - The adjustments to the repurchase prices were made in accordance with the company's equity incentive plan and relevant regulations, reflecting the impact of the company's performance on the incentive structure [10][12]. Legal and Procedural Compliance - The company has followed necessary legal procedures for the stock repurchase and cancellation, including notifying creditors and obtaining required approvals from the supervisory board and independent directors [12][13]. - The legal opinion from Shanghai Bohang Law Firm confirms that the adjustments and cancellations comply with applicable laws and regulations, ensuring no significant impact on the company's normal operations [13].

| 北京市天元律师事务所 | | | | --- | --- | --- | | 关于江苏利通电子股份有限公司 | | | | 的法律意见 | | | | 北京市天元律师事务所 | | | | 北京市西城区金融大街 | 35 | 号国际企业大厦 A 座 509 单元 | | 邮编：100033 | | | | | | 目 录 | | 七、本次股权激励计划不存在明显损害公司及全体股东利益和违反有关法律、行 | | | | 释 | 义 | | | 除非本法律意见中另有说明，下列词语在本法律意见中的含义如下： | | | | 利通电子、公司、上市 | | | | 指 | | 江苏利通电子股份有限公司 | | 公司 | | | | 本激励计划、本次激励 | | | | 计划、本次股权激励计 | 指 | 江苏利通电子股份有限公司 2025 年限制性股票激励计划 | | 划 | | | | 公司根据本激励计划规定的条件和价格，授予激励对象一 | | | | 定数量的公司股票，该等股票设置一定期限的限售期，在 | | | | 限制性股票 | 指 | | | 达到本激励计划规定的解除限售条件后，方可解除限售流 | | | | ...

Core Viewpoint - The company is set to implement a restricted stock incentive plan for 2025, which has been reviewed and approved by the board's remuneration and assessment committee, ensuring compliance with relevant laws and regulations [1][2][4]. Summary by Sections Compliance and Eligibility - The company meets the eligibility criteria for implementing the incentive plan, as there have been no negative audit opinions on financial reports or internal controls in the last accounting year [2][3]. - The incentive plan is in accordance with the provisions of the Company Law, Securities Law, and the Management Measures for Equity Incentives [3]. Incentive Plan Details - The plan includes specific arrangements for the granting and vesting of restricted stocks, including grant amounts, dates, prices, and vesting conditions, all of which comply with legal regulations and protect the interests of the company and its shareholders [3]. - The incentive plan aims to retain talented individuals and align the interests of shareholders, the company, and the core team, promoting long-term development and achieving strategic goals [3][4]. Approval Process - Following the board's approval, the names and positions of the incentive recipients will be publicly disclosed for a minimum of 10 days, allowing for feedback before the plan is presented to the shareholders' meeting for final approval [3].

Core Viewpoint - The company has established a management approach for the implementation of the 2025 Restricted Stock Incentive Plan to enhance governance, attract talent, and align the interests of shareholders, the company, and employees [1][2]. Group 1: Assessment Objectives and Principles - The purpose of the assessment is to create a long-term incentive mechanism to attract and retain talent while aligning the interests of shareholders, the company, and employees for long-term development [2]. - The assessment must adhere to principles of fairness, transparency, and objectivity, combining quantitative and qualitative evaluations to enhance management performance and maximize shareholder value [2][3]. Group 2: Assessment Targets and Institutions - The assessment applies to designated incentive objects, including directors, senior management, core technical and business personnel, excluding independent directors and major shareholders [2][3]. - The Compensation and Assessment Committee of the Board is responsible for organizing and implementing the incentive plan, while the Human Resources Department oversees the specific assessment work [3][4]. Group 3: Assessment Indicators and Standards - The performance assessment for the incentive plan spans from 2025 to 2027, with specific performance targets set for each year, including revenue and net profit thresholds [3][4]. - The assessment results will determine the vesting of restricted stocks, with a 100% vesting ratio if performance targets are met, and a 0% ratio if not [4][5]. Group 4: Assessment Period and Procedures - The assessment period is defined as the fiscal year prior to the application for vesting of restricted stocks, with annual assessments conducted [5][6]. - The Human Resources Department is responsible for maintaining assessment results and submitting performance reports to the Compensation and Assessment Committee for review [5][6]. Group 5: Assessment Results Management - Assessment results must be communicated to the assessed individuals within five working days, with a process for appeals if there are disputes regarding the results [5][6]. - The results must be archived, requiring signatures from the involved parties [6][7]. Group 6: Additional Provisions - The Board of Directors is responsible for formulating, interpreting, and revising the management approach, which will take precedence over any conflicting future regulations [7].