证券代码:002451 证券简称:摩恩电气 公告编号:2025-021 上海摩恩电气股份有限公司 本公司及监事会全体成员保证本公告内容的真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 上海摩恩电气股份有限公司(以下简称"公司")第六届监事会第十二次会议于 结合邮件方式发出，应出席会议监事 3 名，实际出席会议监事 3 名。会议由监事会 主席陆晓俊先生主持。会议的召开符合《中华人民共和国公司法》(以下简称 "《公司法》")等有关法律法规及《上海摩恩电气股份有限公司章程》(以下简称 "《公司章程》")的规定，会议合法有效。出席会议监事经审议，形成如下决 议： 一、审议通过《关于 <上海摩恩电气股份有限公司 ensp="ensp" 年限制性股票激励计="年限制性股 票激励计"> 划（草案）>及其摘要的议案》 表决结果：赞成 3 人：反对、弃权均为 0 人。 二、审议通过《关于 <上海摩恩电气股份有限公司 ensp="ensp" 年限制性股票激励计划="年限制性股 票激励计划"> 实施考核管理办法>的议案》 表决结果：赞成 3 人：反对、弃权均为 0 人。 为保证公司 2025 年限制性股票激励计划的顺利实 ...

证券代码：300719 证券简称：安达维尔 公告编号：2025-040 北京安达维尔科技股份有限公司 关于2022年限制性股票激励计划股权激励对象所持已获授 但尚未解锁的限制性股票回购注销完成的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 票 数 量 为 469,300 股 ， 占 本 次 回 购 注 销 前 公 司 总 股 本 的 254,696,450 股 的 股本将由254,696,450股变更为254,227,150股。 核确认，公司本次限制性股票回购注销事宜已办理完成。 一、2022年限制性股票激励计划已履行的审批程序 了《关于 <北京安达维尔科技股份有限公司 ensp="ensp" 年限制性股票激励计划="年限制性股票激励计 划" 草="草"> 案）>及其摘要的议案》《关于 <北京安达维尔科技股份有限公司 ensp="ensp" 年限制性="年限制性"> 股票激励计划实施考核管理办法>的议案》以及《关于提请股东大会授权董事会 办理公司 2022 年限制性股票激励计划相关事宜的议案》，公司独立董事对此发 表了同意的意见，律师出具了 ...

Core Viewpoint - The company has decided to cancel a total of 814,315 shares of the second category of restricted stock that were granted but not yet vested under the 2022 Restricted Stock Incentive Plan due to certain conditions not being met by the recipients [1][8]. Decision Process and Disclosure - The decision to cancel the shares was approved during the sixth meeting of the fourth board of directors and the sixth meeting of the fourth supervisory board held on June 13, 2025 [1]. - The company followed the necessary decision-making procedures and disclosed relevant information regarding the incentive plan and its amendments [2][3]. Specifics of the Canceled Shares - A total of 522,200 shares were canceled due to five recipients leaving the company, which disqualified them from the incentive plan [6]. - An additional 245,445 shares were canceled because the company-level performance did not meet the required 60% threshold for the first grant's second vesting period [7]. - Furthermore, 46,670 shares were canceled from the reserved grant due to a failure to meet the 80% company-level performance requirement for the first vesting period [7]. Impact on the Company - The cancellation of these shares will not harm the interests of the company or its shareholders and will not significantly impact the company's financial status or operational results [8]. - The management team's diligence and the implementation of the equity incentive plan will remain unaffected [8]. Supervisory Board Opinion - The supervisory board has reviewed the cancellation and concluded that it complies with relevant laws and regulations, ensuring no harm to the company or its shareholders [8]. Legal Opinion - The legal firm Beijing Deheng (Hangzhou) Law Firm has confirmed that the company has obtained the necessary approvals for the cancellation, aligning with the Company Law and Securities Law of the People's Republic of China [9].

Core Viewpoint - The company announced the repurchase and cancellation of 12,428,300 shares of restricted stock due to unmet performance targets and the death of one incentive recipient [1][8][13]. Summary by Sections Repurchase and Cancellation Details - The number of restricted shares to be repurchased and canceled is 12,428,300 shares [1]. - The reason for the repurchase includes the company's failure to meet the performance assessment requirements for the 2024 restricted stock incentive plan and the death of one incentive recipient [1][6]. - The adjusted repurchase price for the restricted stock is set at 1.04131 yuan per share, following the company's annual profit distribution adjustments [1][12]. Performance Assessment Criteria - The performance assessment for the first unlock period of the restricted stock required a net asset return growth rate of no less than 9% and a net profit growth rate of no less than 15% compared to the average from 2021 to 2023 [6][7]. - The company's actual performance showed a net asset return of 1.32%, a net profit of approximately 51.51 million yuan, and a net profit growth rate of -57.39%, all of which fell short of the required targets [7][8]. Impact on Share Structure - Following the repurchase, the number of restricted shares with limited sale conditions will decrease from 40,926,000 to 28,497,700 shares, while the total shares will reduce from 2,253,255,047 to 2,240,826,747 shares [8][13]. - The repurchase will not change the controlling shareholder or the actual controller of the company, nor will it affect the company's compliance with listing conditions [13]. Financial Implications - The repurchase and cancellation of the restricted stock are not expected to have a significant impact on the company's financial status or operational results [13]. - The funds for the repurchase will come from the company's own funds [8]. Legal and Procedural Compliance - The company has followed necessary legal procedures and received approval from the supervisory board for the repurchase and cancellation of the restricted stock [14]. - The repurchase will lead to a reduction in registered capital, and the company will notify creditors accordingly [14].

Group 1 - The board of directors of Fujian Qingshan Paper Co., Ltd. held its 24th meeting on June 13, 2025, with all 11 directors present, along with 5 supervisors and senior management [1] - The board approved a proposal to repurchase and cancel 12,428,300 shares of restricted stock due to unmet performance targets and the death of one incentive recipient [2] - The repurchase price for the restricted stock is set at 1.04131 yuan per share, plus interest from the People's Bank of China for the same period, with total repurchase funds amounting to 12,941,713.07 yuan [2][3] Group 2 - The repurchase of restricted stock does not require shareholder approval as it was authorized by the first extraordinary general meeting of 2024 [3] - The voting results for the proposal were 7 votes in favor, with no votes against or abstentions, and certain directors related to the incentive plan abstained from voting [3]

Core Viewpoint - The company announced the cancellation of certain unvested restricted stocks granted under the 2020 Restricted Stock Incentive Plan due to the departure of two incentive targets, resulting in a reduction of the number of incentive targets from 67 to 65 [8][9][11]. Group 1: Decision Process and Disclosure - The company followed the necessary decision-making procedures and disclosed information regarding the 2020 Restricted Stock Incentive Plan, including approvals from the board and independent directors [1][3][4]. - The independent directors provided their consent on various resolutions related to the incentive plan, ensuring compliance with relevant regulations [2][4][6]. Group 2: Specifics of the Canceled Restricted Stocks - A total of 0.7504 million shares of restricted stocks were canceled due to the departure of two incentive targets, which did not meet the eligibility criteria [9][11]. - The company achieved an operating income of 162.54 million yuan and a net profit of 162.54 million yuan, reaching 82.09% of the target value, which influenced the vesting ratio for the remaining incentive targets [9][10]. Group 3: Impact on the Company - The cancellation of the restricted stocks will not have a substantial impact on the company's financial status or operational results, nor will it affect the stability of the management team or the continuation of the stock incentive plan [13][14]. - The board's remuneration and assessment committee approved the cancellation, confirming compliance with legal and regulatory requirements [13][14]. Group 4: Legal Opinions - Legal opinions confirmed that the cancellation and adjustments made were in accordance with the relevant laws and regulations, and the actions taken were properly authorized [14][15].

Core Viewpoint - The company’s supervisory board has approved adjustments to its 2020 restricted stock incentive plan, including changes to the grant price and the status of unvested shares, ensuring compliance with relevant laws and regulations [1][2][3][4] Meeting Details - The third supervisory board meeting was held on June 13, 2025, with all three supervisors present, confirming the legality and validity of the meeting procedures [1] Resolutions Passed - The grant price for the 2020 restricted stock incentive plan was adjusted from 15.91 CNY per share to 15.11 CNY per share, with unanimous approval [2] - The board agreed to cancel a portion of the granted but unvested restricted stocks, which aligns with legal and regulatory requirements [2] - The fifth vesting period of the initial grant under the 2020 restricted stock incentive plan was confirmed to meet the vesting conditions, allowing 65 participants to vest 267,772 shares [3] - The third vesting period of the reserved grant under the 2020 restricted stock incentive plan was also confirmed to meet the vesting conditions, allowing 44 participants to vest 85,213 shares [4]

Group 1 - The company held its 17th meeting of the second board on June 12, 2025, with all 9 directors present, confirming the legality and effectiveness of the meeting [2][3][4] - The board approved the adjustment of the 2025 restricted stock incentive plan, reducing the number of initial grant recipients from 55 to 54 and adjusting the grant price from 14.68 yuan to 14.50 yuan per share [3][4][15] Group 2 - The company will grant 1.3 million shares of restricted stock to 54 recipients at a price of 14.50 yuan per share, effective June 12, 2025, which represents 1.60% of the company's total share capital [23][24] - The adjustment of the grant price was necessitated by a cash dividend distribution of 0.18 yuan per share, leading to a recalculation of the grant price [16][18] Group 3 - The company confirmed that the adjustments to the incentive plan will not materially affect its financial status or operational results [19] - The remuneration and assessment committee reviewed and approved the adjustments, ensuring compliance with relevant regulations [20][21]

Core Viewpoint - The company has proposed a 2025 Restricted Stock Incentive Plan to enhance its governance structure, attract and retain key personnel, and align the interests of shareholders and employees [8][29]. Summary by Sections 1. Review of the 2025 Restricted Stock Incentive Plan - The company meets the qualifications to implement the stock incentive plan, with no prohibitive circumstances as outlined in relevant regulations [2][33]. - The plan's formulation and review process comply with applicable laws and regulations, and the granting arrangements do not infringe on the interests of the company or its shareholders [2][3]. - There are no plans to provide loans or financial assistance to the incentive recipients [2][3]. 2. Implementation and Assessment Management - The assessment management method aims to ensure the smooth execution of the incentive plan, aligning with legal and regulatory requirements [3][9]. - The assessment indicators are designed to be comprehensive and practical, promoting a sound governance structure and value distribution system [3][9]. 3. Initial Grant Recipient List - The initial recipients of the restricted stock are all formal employees of the company, excluding independent directors and significant shareholders [4][5]. - The recipients meet the qualifications set forth in relevant laws and regulations [5][41]. 4. Plan Details - The total number of restricted stocks to be granted is 932,400 shares, accounting for approximately 1.50% of the company's total share capital [30][45]. - The grant price for the restricted stock is set at 38.95 yuan per share [54][31]. - The plan includes a vesting schedule where 40% of the shares will be released after 12 months, followed by 30% after 24 months, and the remaining 30% after 36 months [49][51]. 5. Performance Assessment Criteria - The performance assessment will be conducted annually from 2025 to 2027, with specific targets for revenue and net profit [16][18]. - Individual performance assessments will categorize recipients into four levels: excellent, good, qualified, and unqualified, affecting their ability to unlock shares [17][18]. 6. Compliance and Governance - The plan is subject to approval by the shareholders' meeting and must comply with all relevant laws and regulations [29][35]. - The board of directors and the remuneration and assessment committee will oversee the implementation and compliance of the incentive plan [37][38].

登录新浪财经APP 搜索【信披】查看更多考评等级 三、限制性股票的解除限售程序 （一）在解除限售前，公司应确认激励对象是否满足解除限售条件。董事会应当就本激励计划设定的解 除限售条件是否成就进行审议，董事会薪酬委员会应当同时发表明确意见。律师事务所应当对激励对象 解除限售的条件是否成就出具法律意见。对于满足解除限售条件的激励对象，由公司统一向证券交易所 提出解除限售申请，经证券交易所确认后，公司向登记结算公司申请办理登记结算事宜。对于未满足条 件的激励对象，由公司回购并注销其持有的该次解除限售对应的限制性股票。公司应当及时披露相关实 施情况的公告。 （二）激励对象可对已解除限售的限制性股票进行转让，但公司董事和高级管理人员所持股份的转让应 当符合有关法律、行政法规和规范性文件的规定。 （三）公司解除激励对象限制性股票限售前，应当向证券交易所提出申请，经证券交易所确认后，由证 券登记结算机构办理登记结算事宜。 四、本激励计划的变更、终止程序 （一）激励计划变更程序 1、公司在股东大会审议通过本激励计划之前可对其进行变更的，变更需经董事会审议通过。公司对已 通过股东大会审议的本激励计划进行变更的，应当及时公告并提 ...