陕西源杰半导体科技股份有限公司董事会薪酬与考核委员会 关于 2025 年限制性股票激励计划相关事项的核查意见 陕西源杰半导体科技股份有限公司（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》）、《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》等有关法 律法规和规范性文件及《陕西源杰半导体科技股份有限公司章程》（以下简称 《公司章程》）的规定，对公司2025年限制性股票激励计划（以下简称"本次激 励计划"）相关事项进行了核查，发表核查意见如下： 一、公司不存在《管理办法》等法律法规规定的禁止实施股权激励计划的 情形，包括： （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 无法表示意见的审计报告； （三）上市后最近36个月内出现过未按法律法规、《公司章程》、公开承诺 进行利润分配的情形； （ ...

Core Insights - The company reported a revenue of 276 million yuan and a net profit attributable to shareholders of 125 million yuan for the first half of 2025, benefiting from the ongoing development of the national hierarchical medical system and various clinical practice guidelines related to respiratory diseases [1] - Despite facing a temporary decline in performance due to changes in disease trends, patient consultation habits, and tax policies compared to the same period last year, the company's performance has significantly improved compared to the first half of 2022 and the initial public offering period in 2023 [1] - The company remains committed to its operational plans set at the beginning of the year, increasing R&D investment and accelerating the transformation of technological achievements [1] Product Development - During the reporting period, the company obtained registration certificates for PCR fluorescent probe method test kits for influenza A virus, influenza B virus, and respiratory syncytial virus, becoming one of the few companies with antigen, antibody, and nucleic acid testing products [1] - The company expanded its product matrix in the Southeast Asian market and made further breakthroughs in the European and American markets during the reporting period [1] Strategic Initiatives - The company strategically entered the field of neurological disease testing, including Alzheimer's disease, in response to the aging population in China [2] - A strategic partnership was established with Quanterix, a digital biomarker analysis company, to utilize their Simoa technology for early disease diagnosis, treatment monitoring, and drug development [2] - To enhance employee motivation and retain talent, the company announced a restricted stock incentive plan on the same day as the half-year report, with a total of 2.1127 million shares to be granted at a price of 16.55 yuan per share [2]

Investment Rating - The report maintains an "Accumulate" rating for the company [1] Core Views - In the first half of 2025, the company achieved a revenue of 350 million yuan, representing a year-on-year growth of 16%, with a net profit attributable to shareholders of 16 million yuan, also showing a year-on-year increase of 0.16% [2] - In Q2 alone, the company recorded a revenue of 190 million yuan, a year-on-year increase of 20%, and a net profit of 12 million yuan, reflecting a significant year-on-year growth of 829% [2] - The revenue growth is primarily driven by high-end products and solutions, with high-end digital oscilloscopes (bandwidth ≥ 2GHz) sales increasing by 41% year-on-year, accounting for 30% of the oscilloscope segment's revenue [2] - The sales revenue from solutions reached approximately 62 million yuan in the first half of 2025, marking a year-on-year growth of 44% [2] Financial Performance Summary - The company's gross profit margin for the first half of 2025 was 55.4%, a decrease of 1.3 percentage points year-on-year, while the net profit margin was 4.6%, down 0.33 percentage points year-on-year [3] - The decline in gross margin is attributed to increased production costs at the Malaysian facility, changes in product mix, and the impact of U.S. tariffs [3] - The company’s expense ratio decreased by 5.3 percentage points year-on-year to 59.4%, benefiting from economies of scale [3] Employee Incentives and Global Strategy - The company announced a restricted stock incentive plan in April 2025, proposing to grant 2 million shares to 99 core employees, representing 1.0% of the total share capital [4] - The incentive plan aims to bind core employees and reflects the company's confidence in growth, with performance targets set for revenue and net profit growth [4] - Additionally, the company is preparing for a Hong Kong stock listing to accelerate its global branding and product strategy [4]

Core Points - The company announced the achievement of the first unlock condition for the reserved grant portion of the "Qihang No. 2" restricted stock incentive plan, allowing 64 eligible participants to unlock a total of 662,500 shares, which represents approximately 0.08% of the company's total share capital [1][5][10] Group 1: Incentive Plan Details - The "Qihang No. 2" restricted stock incentive plan was approved and implemented following the necessary decision-making procedures and information disclosure [5][10] - The first unlock period for the reserved grant portion is set to begin on September 23, 2025, and will last until the last trading day within 24 months from the completion of the reserved grant registration [5][8] - The total number of restricted stocks granted in this plan is 19,079,000 shares, with the registration completed at the Shanghai branch of China Securities Depository and Clearing Co., Ltd. [3][4] Group 2: Unlock Conditions - The unlock conditions for the restricted stocks include the absence of negative audit opinions, compliance with profit distribution regulations, and no legal restrictions on stock incentives [6][7][8] - The performance assessment for the incentive plan is based on the company's net profit growth rate, which must cumulatively reach at least 65% over the assessment years of 2023 to 2025 [8][9] - The company's net profit for 2023 was approximately 627.21 million yuan, and for 2024, it was approximately 715.59 million yuan, achieving a cumulative growth rate of 69.88% [8][9] Group 3: Approval and Compliance - The board of directors and the remuneration and assessment committee confirmed that the unlock conditions have been met and that the decision-making process complies with relevant laws and regulations [10] - Legal opinions affirm that the necessary approvals and authorizations for the unlock conditions have been obtained, aligning with the Company Law and Securities Law [10]

Core Viewpoint - The company announced the repurchase and cancellation of 59,500 restricted stocks due to the departure of two incentive targets, along with an adjustment of the repurchase price to 6.27 yuan per share [1][5][6]. Group 1: Repurchase Details - The total number of restricted stocks to be repurchased is 59,500 shares [1][5]. - The adjusted repurchase price is set at 6.27 yuan per share, down from the previous price of 6.99 yuan due to a cash dividend distribution of 0.72 yuan per share [5][6]. - The total amount to be paid for the repurchase is 373,065 yuan, sourced from the company's own funds [6]. Group 2: Corporate Governance and Compliance - The board of directors and independent directors have approved the repurchase and cancellation of the restricted stocks, confirming that all necessary procedures have been followed [1][8]. - The company has complied with relevant regulations, including the Company Law and Securities Law, ensuring that the repurchase does not harm the interests of the company or its shareholders [8]. Group 3: Impact on Share Structure - Following the repurchase, the total number of shares will decrease from 833,268,000 to 833,208,500 [6][7]. - The repurchase will not lead to any changes in the controlling shareholder or actual controller of the company, maintaining compliance with listing conditions [7]. Group 4: Future Outlook - The repurchase and cancellation of the restricted stocks are not expected to have a material impact on the company's financial status or operational results [7]. - The management team will continue to fulfill their responsibilities and create value for shareholders [7].

Core Viewpoint - The legal opinion letter from Shanghai Lifeng Law Firm confirms that Hangzhou Aotai Biotechnology Co., Ltd. has complied with relevant laws and regulations regarding the adjustment of the grant price and the reserved grant of the 2024 restricted stock incentive plan [1][4][13] Group 1: Approval and Authorization - The board of directors approved the adjustment of the grant price from 29.2400 yuan/share to 26.2993 yuan/share for the incentive plan [6][8] - The supervisory board confirmed that the adjustment process was legal and compliant with regulations, and the reserved grant date was set for August 29, 2025, for 188,000 shares to 41 eligible recipients [6][9] Group 2: Specifics of the Adjustment - The company plans to distribute cash dividends of 1.50 yuan per share, totaling 116,802,501 yuan, based on a total share capital of 79,280,855 shares [8] - The adjustment of the grant price was approved during meetings held on August 29, 2025, and the new price reflects compliance with the management regulations [7][9] Group 3: Grant Conditions and Recipients - The grant conditions have been met, and the recipients of the reserved stock are in accordance with the relevant laws and regulations [11][13] - The board confirmed that the grant date and recipients comply with the management regulations and the incentive plan [9][12]

Core Viewpoint - The legal opinion letter from Shanghai Bohang Law Firm confirms the adjustment of the repurchase price for restricted stock under the fourth phase of the stock option and restricted stock incentive plan of Shanghai Zhichun Clean System Technology Co., Ltd. [1][2] Group 1: Approval and Authorization of the Incentive Plan - The board of directors approved the fourth phase of the stock option and restricted stock incentive plan, and independent directors provided their opinions [5] - The supervisory board verified the list of incentive objects and issued a report on the public announcement of the incentive object list [5] - The legal opinion letter was issued by Bohang Law Firm regarding the adjustments and grants related to the incentive plan [5] Group 2: Adjustment of Repurchase Price - The adjustment of the repurchase price for restricted stocks was approved, with the new repurchase price set at 19.03 yuan/share for the first grant of the third unlock period and 15.61 yuan/share for the reserved grant of the second unlock period [7][8] - The adjustment is based on the company's performance not meeting the set targets, leading to the repurchase and cancellation of certain restricted stocks [8][11] Group 3: Reasons and Financial Sources for Repurchase - The repurchase is due to the company's performance not meeting the required targets, resulting in the cancellation of corresponding restricted stocks [8][11] - The repurchase will be funded by the company's own funds [11] Group 4: Supervisory Board's Review and Conclusion - The supervisory board confirmed that the adjustment of the repurchase price complies with relevant laws and regulations and will not adversely affect the company's operations or harm shareholders' interests [12] - The legal opinion concludes that the necessary approvals and procedures for the repurchase and cancellation of stocks have been followed [12]

Core Points - The company announced the results of its 2025 equity incentive plan, with the first grant of restricted stock completed on August 28, 2025, totaling 2,007,169 shares [1][5][6] - The incentive plan was approved by the board and supervisory committee, with 11 eligible recipients receiving the restricted stock [1][2] - The total number of restricted shares granted represents 0.97% of the company's total share capital at the time of the announcement [2][5] Grant Details - The restricted stock was granted to 8 key management, technical, and business personnel, with a total of 2,007,169 shares distributed among them [2][3] - The effective period of the incentive plan lasts up to 48 months from the completion of the first grant registration [2][3] - The lock-up period for the granted restricted stock is set for 12 months from the completion of the grant registration [3][4] Release Conditions - The release of the restricted stock will occur in three phases: 40% after 12 months, 30% after 24 months, and the final 30% after 36 months [4][5] - If the conditions for release are not met, the restricted stock will not be released or will be deferred to the next period [3][4] Financial Impact - The company has received a total of 16,800,004.53 yuan (approximately 2.4 million USD) from the incentive plan participants as subscription funds [3][5] - The funds raised will be used to supplement the company's working capital [5][6] - The accounting costs associated with the incentive plan will be amortized over the vesting period of the restricted stock [6][7] Share Structure Changes - The total number of restricted shares granted will not change the company's total share capital, as the shares were sourced from the company's repurchased stock [5][6] - The share structure before and after the grant shows an increase in restricted shares from 130,000,000 to 132,007,169, while unrestricted shares decreased from 77,649,497 to 75,642,328 [5][6]

Core Viewpoint - The company, Aidi Te (301580), announced on August 29 that it has implemented two equity incentive plans prior to its public offering to support future performance growth [1] Group 1: Equity Incentive Plans - The equity incentive plans cover key internal management and core employees [1] - After the public offering, the company has not implemented stock options or restricted stock plans but has adopted performance-oriented cash incentives [1] - The internal mechanisms for career advancement are designed to deeply bind the core team to the company's future operational goals [1] Group 2: Talent Retention and Operational Efficiency - The strategies are aimed at effectively locking in key talent and enhancing operational efficiency [1] - These measures are expected to provide strong internal motivation for achieving future performance targets [1]

Group 1: Overseas Business Performance - In the first half of 2025, the company achieved new orders of 1.21 billion RMB in the international market, a year-on-year increase of 15% [1] - Collaborations with major oil companies such as Saudi Aramco and ADNOC were established, and the company successfully entered the supply chains of international firms like Total and Sonatrach [1][2] - The company’s overseas business has transitioned from single product exports to full industry chain solution outputs [2] Group 2: Drill Bit Business Performance - In the first half of 2025, the drill bit business generated revenue of 348 million RMB, a decline of 13.05% year-on-year [3] - The decrease in demand for drill bits is attributed to the rising efficiency requirements and cost-cutting measures by major oil companies [3] - The company is focusing on high-value functional new products to differentiate itself and enhance market share [3] Group 3: LNG Business Development - The company is capitalizing on the domestic policy push for LNG as a clean energy source, with rapid development of LNG refueling stations [4] - In the first half of 2025, the company secured new orders worth 25.38 million RMB for LNG refueling equipment from key projects in multiple provinces [4] Group 4: Shareholder Incentives and Market Management - The company aims to achieve its annual operational goals, with the success of the stock incentive plan dependent on the performance of comparable enterprises [5] - Focus on enhancing technological innovation and green development capabilities to improve market expansion and operational performance [6][7]