证券代码：688278 证券简称：特宝生物 公告编号：2025-029 厦门特宝生物工程股份有限公司 第九届董事会第十一次会议决议公告 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、准确性和完整性依法承担法律责任。 一、董事会会议召开情况 厦门特宝生物工程股份有限公司（以下简称"公司"）第九届董事会第十一 次会议于 2025 年 9 月 4 日以现场会议结合通讯表决的方式召开。全体董事一致 同意豁免本次会议通知的期限要求，并已在董事会会议上就豁免通知时限的相关 情况做出说明。本次会议由董事长孙黎先生主持，会议应出席董事 9 名，实际出 席董事 9 名，董事会秘书、部分监事及其他高级管理人员列席本次会议。本次会 议的召集和召开程序符合《公司法》和《公司章程》等有关规定，会议决议合法、 有效。 二、董事会会议审议情况 （一）审议通过《关于调整 2024 年限制性股票激励计划授予价格的议案》 鉴于公司 2024 年年度权益分派方案已于 2025 年 5 月 9 日实施完毕，以方案 实施前的公司总股本 406,800,000 股为基数，每股派发现金红利 0.62 ...

证券代码：688278 证券简称：特宝生物 公告编号：2025-030 厦门特宝生物工程股份有限公司 第九届监事会第八次会议决议公告 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、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 部分限制性股票的议案》 经认真审议，监事会认为： 规定的禁止实施股权激励计划的情形，公司具备实施股权激励计划的主体资格。 人民共和国证券法》等法律、法规和规范性文件规定的任职资格，符合《上市 公司股权激励管理办法》及《上海证券交易所科创板股票上市规则》规定的激 励对象条件，符合公司《2024 年限制性股票激励计划（草案）》及其摘要规定 的激励对象范围，其作为公司 2024 年限制性股票激励计划预留授予激励对象的 主体资格合法、有效。 以及公司《2024 年限制性股票激励计划（草案）》及其摘要中有关授予日的相 关规定。 厦门特宝生物工程股份有限公司（以下简称"公司"）第九届监事会第八 次会议于 2025 年 9 月 4 日以现场结合通讯表决的方式召开。经全体监事同意， 一致豁免本次会议通知的期限要求，并已在会议上就豁免通知 ...

债券代码：113665 债券简称：汇通转债 汇通建设集团股份有限公司 第二届监事会第十二次会议决议公告 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。 一、监事会会议召开情况 证券代码：603176 证券简称：汇通集团 公告编号：2025-062 价格的议案》 监事会认为：公司调整2025年限制性股票激励计划预留授予价格， 符合《上市公司股权激励管理办法》等法律法规、规范性文件和《汇 通建设集团股份有限公司2025年限制性股票激励计划（草案）》中相 关调整事项的规定。本次调整在公司2025年第一次临时股东大会对公 司董事会的授权范围内，程序合法、合规，不存在损害公司及全体股 东利益的情形。本次调整合法、有效，同意本次对公司限制性股票预 留授予价格的调整安排。 表决结果：3票同意、0票反对、0票弃权，议案获通过。 予预留部分限制性股票的议案》 根据《上市公司股权激励管理办法》、《汇通建设集团股份有限 公司2025年限制性股票激励计划（草案）》的相关规定以及公司2025 年第一次临时股东大会的授权，公司监事会认为公司2025年限 ...

Core Viewpoint - The company has announced the public disclosure and verification opinions regarding the 2025 Restricted Stock Incentive Plan, which was approved by the board of directors on August 25, 2025 [1]. Disclosure Situation - The public disclosure includes the names and positions of the incentive plan participants [2] - The disclosure period is from August 27, 2025, to September 5, 2025 [2] - The disclosure method is through the company's public bulletin board [2] - Employees can provide feedback in writing or via email during the disclosure period [2] - No objections were received regarding the proposed list of incentive participants by the end of the disclosure period [2] Verification Situation - The board's remuneration and assessment committee verified the list of proposed incentive participants, including their identification documents, employment contracts, and positions within the company [2][3] Verification Opinions - The incentive participants meet the qualifications as stipulated by the Company Law, Securities Law, Management Measures, Listing Rules, and other relevant regulations [3] - The proposed participants do not fall under any disqualifying conditions as per the Management Measures [3] - The participants include core technical/business personnel and other individuals deemed necessary for incentives, excluding independent directors and major shareholders [3] - The basic information of the incentive participants is accurate, with no falsehoods or significant omissions [3]

Group 1 - The company, Absen (300389), announced that it will hold its third extraordinary general meeting of shareholders on September 23, 2025 [1] - The agenda for the meeting includes the review of the proposal regarding the "Draft of the 2025 Restricted Stock Incentive Plan and its Summary" [1]

Meeting Details - The second extraordinary general meeting of shareholders was held on September 4, 2025, at 14:30 [2] - The meeting combined on-site voting and online voting, with specific time slots for each [3][5] - The meeting was hosted by director Xu Linzhe due to the absence of the chairwoman Guo Liqin [6] Attendance - A total of 190 shareholders and authorized representatives attended, representing 91,573,164 shares, which is 67.7050% of the total voting shares [7] - Among them, 5 attended the on-site meeting, representing 91,114,800 shares (67.3661%), while 185 participated via online voting, representing 458,364 shares (0.3389%) [7] Resolutions Passed - The following proposals were approved at the meeting: 1. The proposal regarding the "2025 Restricted Stock Incentive Plan (Draft)" was passed with over two-thirds approval from non-related shareholders [10] 2. The proposal concerning the "Implementation Assessment Management Measures for the 2025 Restricted Stock Incentive Plan" was also passed with similar support [10] 3. The proposal to authorize the board of directors to handle matters related to the 2025 Restricted Stock Incentive Plan was approved [11] Legal Opinions - The legal representatives from Shanghai Jintiancheng (Guangzhou) Law Firm confirmed that the meeting's procedures complied with relevant laws and regulations [12] Rental Agreement Termination - The company terminated the rental contract with Dongguan Yihong Property Investment Co., Ltd. due to serious breaches, including rent arrears [23][24] - The rental contract was originally signed on July 1, 2024, for a period of three years, with a total rent of 9.1836 million yuan [24] - The company has filed a lawsuit to recover approximately 1.781 million yuan in unpaid rent and related fees [24][25] Impact of Contract Termination - The termination of the rental agreement is not expected to significantly impact the company's normal operations and ongoing development [25] - The company will continue to monitor the situation and take necessary measures to protect its legal rights [25]

Group 1: Restricted Stock Incentive Plan - The company announced the results of the 2024 restricted stock incentive plan, with a total of 845,400 shares reserved for grant [2] - The actual number of shares granted was adjusted from 913,800 to 845,400 due to 9 participants voluntarily waiving their rights [2][3] - The grant price for the restricted stock is set at 11.15 yuan per share [6] Group 2: Grant Details - The effective period for the restricted stock is up to 60 months from the completion of the grant registration [7] - The lock-up period for the granted restricted stock is 24 months, during which the stock cannot be transferred or used as collateral [7] - The company received a total of 9,426,210 yuan from 108 participants for the stock subscription [7][8] Group 3: Financial Impact and Shareholder Structure - The funds raised from the incentive plan will be used to supplement the company's working capital [10] - The stock grant will not change the control of the company as the shares are sourced from the company's own repurchased stock [9] - The total external guarantees provided by the company amount to 911,220.41 million yuan, with no overdue guarantees reported [17] Group 4: Guarantee for Subsidiary - The company provided a guarantee of 40 million euros for its wholly-owned subsidiary, Groupe du Louvre (GDL), for a working capital loan [12] - The total amount guaranteed for GDL is 213.5 million euros, with no counter-guarantee in place [12][13] - GDL reported total assets of 159,695.41 million euros and a net loss of 3,009.07 million euros for the first half of 2025 [13]

Core Points - The company has approved the adjustment of the reserved grant price for the 2025 restricted stock incentive plan from 4.60 yuan per share to 4.55 yuan per share [22][49][30] - A total of 1 million shares of restricted stock will be granted to 8 eligible incentive objects on September 4, 2025, at the adjusted price of 4.55 yuan per share [9][36][50] - The incentive plan is designed to motivate core personnel and is compliant with relevant regulations, ensuring that the granting conditions have been met [20][29][50] Group 1: Board Meeting and Decisions - The 12th meeting of the 11th Board of Directors was held on September 4, 2025, where all 9 directors attended, and the meeting was deemed legal and effective [3][4] - The board approved the adjustment of the reserved grant price and the granting of reserved restricted stocks [4][9][49] Group 2: Incentive Plan Details - The incentive plan allows for a total of 1 million shares to be granted, which does not exceed 1% of the company's total share capital for any individual incentive object and 10% for all incentive plans combined [5][51] - The adjustment of the grant price was necessary due to a cash dividend distribution of 0.5 yuan per 10 shares, which required a price adjustment according to the incentive plan regulations [5][27][28] Group 3: Compliance and Legal Opinions - The board's remuneration and assessment committee confirmed that the reserved grant objects meet all legal and regulatory requirements, ensuring no conflicts of interest [20][30][50] - Legal opinions have been obtained confirming that the adjustments and grants comply with the Company Law and relevant regulations [31][32]

Core Viewpoint - The company has approved the allocation of 1 million restricted stocks to 8 incentive targets under the 2025 Restricted Stock Incentive Plan, with a grant price adjusted to 4.55 yuan per share, following the necessary approvals and conditions being met [1][17][18]. Summary by Sections Incentive Stock Allocation - The company will grant a total of 1 million restricted stocks to 8 incentive targets, with a grant date of September 4, 2025, and a grant price of 4.55 yuan per share [2][18]. - The total number of stocks involved in all effective incentive plans does not exceed 10% of the company's total share capital at the time of the plan's announcement [1][18]. Approval Process - The company held several meetings to review and approve the incentive plan, including the board meeting on March 11, 2025, and the second extraordinary shareholders' meeting on March 27, 2025 [14][27]. - Legal opinions were provided to ensure compliance with relevant laws and regulations throughout the approval process [22][35]. Performance Conditions - The performance assessment for the incentive plan will be conducted over three accounting years from 2025 to 2027, with specific profit targets set for both the company and its subsidiary [8][10]. - If performance targets are not met, the restricted stocks will not be released and will be subject to repurchase by the company [9][10]. Financial Impact - The fair value of the granted restricted stocks will be determined based on the closing price of the company's shares on the grant date, and the associated costs will be recognized over the vesting period [19][31]. - The adjustment of the grant price from 4.60 yuan to 4.55 yuan was made following a cash dividend distribution, ensuring compliance with the incentive plan's pricing regulations [29][30]. Legal Compliance - The company has ensured that all necessary legal approvals and authorizations for the incentive plan have been obtained, confirming that the conditions for granting the restricted stocks have been satisfied [33][36].

Core Points - The company has completed the repurchase and cancellation of 193,000 restricted stocks, with a total expenditure of 1.66105 million yuan [2][10] - The repurchase price for the first grant of restricted stocks is 6.35 yuan per share, while for the reserved grant, it is 9.70 yuan per share [9][10] - The total number of shares after the cancellation is reduced from 369,697,506 to 369,504,506 [2][10] Summary by Sections Repurchase and Cancellation Details - The company repurchased and canceled a total of 193,000 restricted stocks due to two incentive targets leaving the company [6][11] - The repurchase was funded by the company's own funds [2][10] Approval and Disclosure Procedures - The incentive plan was approved in June 2022, with various meetings held to discuss and disclose the plan [3][4][5] - The company conducted public announcements and internal disclosures regarding the incentive plan and its targets [4][6] Financial Impact and Accounting Treatment - The repurchase will not significantly impact the company's financial status or operational performance [10][11] - The accounting treatment involves adjusting capital reserves and management expenses, with specific impacts to be confirmed by the auditing firm [11]