恒生电子股份有限公司 恒生电子股份有限公司 监事会关于公司 2022 年股票期权激励计划第三个行权期行权条件未 成就及注销部分已授予股票期权的核查意见 根据《中华人民共和国公司法》、《中华人民共和国证券法》、《上市公司 股权激励管理办法》等法律、法规以及《恒生电子股份有限公司章程》的规定， 恒生电子股份有限公司（以下简称"公司"）监事会就公司2022年股票期权激励 计划（以下简称"激励计划"）第三个行权期行权条件未成就及注销部分已授予 股票期权事项进行了核查，发表意见如下： 一、根据激励计划规定的行权条件，公司 2024 年业绩未达到激励计划规定的 公司层面业绩考核条件，公司 2022 年股票期权激励计划第三个行权期行权条件 未成就，该行权期激励对象对应考核当年可行权的股票期权不得行权，均由公司 注销。该行权期拟注销的股份数量为 633.848 万份。 二、鉴于原激励对象中 5 人因离职或职务变更而不再具备激励对象资格，监 事会同意取消上述激励对象资格并注销其已获授但尚未行权的股票期权合计 公司拟注销因上述原因不得行权的股票期权合计 646.6547 万份。本次注销 符合《上市公司股权激励管理办法》《2022 ...

Summary of the News Article Core Viewpoint The article discusses Shanghai Fosun Pharmaceutical (Group) Co., Ltd.'s plan to adopt a restricted share unit scheme for H shares in 2025, aimed at enhancing corporate governance and retaining talent through equity incentives. Group 1: Overview of the Plan - The company plans to implement a 2025 H share restricted share unit scheme to improve corporate governance and establish a long-term incentive mechanism [3][8]. - The total number of restricted share units to be granted under this plan is 13,370,500, which represents approximately 0.5007% of the company's total shares [2][8]. - The initial grant will consist of 10,696,400 restricted share units, accounting for 80% of the total plan [2][8]. Group 2: Details of the Initial Grant - The initial grant will be awarded to 201 eligible employees at a price of RMB 1.00 per unit after the units vest [2][6]. - The total number of shares available for the initial grant represents about 0.4005% of the company's total shares [2][8]. - The plan requires approval from the company's shareholders and the shareholders of its indirect controlling shareholder, Fosun International Limited, before implementation [3][7]. Group 3: Eligibility and Conditions - Eligible employees include executive directors, employee directors, senior management, and other key personnel deemed necessary for motivation [9]. - The plan's effectiveness is contingent upon shareholder approval and compliance with relevant laws and regulations [8][9]. - The vesting schedule for the initial grant is structured over three years, with 33% vesting after 12 months, another 33% after 24 months, and the final 34% after 36 months [17][18]. Group 4: Performance Assessment - The performance assessment for the group will focus on two key indicators: net profit attributable to shareholders and revenue from innovative drugs [20][21]. - The targets for these indicators are set for the upcoming years, with specific financial goals outlined for each assessment period [21][22]. - If the performance metrics are not met, the corresponding restricted share units may not vest [24].

Core Points - The company has proposed a stock option incentive plan for 2025, aiming to enhance corporate governance and retain talent [9][10][12] - The total number of stock options to be granted is capped at 5,726,100, representing approximately 0.2144% of the company's total shares [14][15] - The plan includes an initial grant of 4,580,900 options (80% of the total) and a reserved grant of 1,145,200 options (20% of the total) [15][24] Summary by Sections Purpose of the Plan - The plan aims to align the interests of shareholders, the company, and its core team, ensuring long-term development and motivation for key personnel [9][10] Management Structure - The shareholders' meeting is the highest authority for approving the plan, while the board of directors is responsible for its execution [10][11] Incentive Recipients - The plan targets executive directors, employee directors, senior management, and other key employees, with a maximum of 201 initial recipients [12][13] Source and Quantity of Shares - The shares for the stock options will come from shares repurchased from the secondary market, with specific limits on the total number of shares that can be granted [14][15] Grant and Exercise Conditions - The exercise price for the initial grant is set at 27.93 yuan per share, based on the average trading price prior to the announcement [19][20] - The plan stipulates performance-based conditions for exercising options, including group-level financial metrics [21][24] Lock-up Regulations - There are restrictions on the transfer of shares by directors and senior management during their tenure and for a period after leaving the company [19][24]

Core Viewpoint - The company is implementing an A-share option incentive plan aimed at enhancing corporate governance, attracting and retaining talent, and aligning the interests of shareholders, the company, and its core team for long-term development [3][4]. Group 1: Company Overview - Fosun Pharma was listed on the Shanghai Stock Exchange on August 7, 1998, and on the Hong Kong Stock Exchange on October 30, 2012 [2]. - As of August 22, 2025, the total share capital of the company is 2,670,429,325 shares, comprising 2,118,488,825 A-shares and 551,940,500 H-shares [2]. - The company operates in the fields of biochemical products, reagents, and related consulting services, among others [2]. Group 2: Incentive Plan Details - The total number of A-share options to be granted under the plan is capped at 5,726,100, which corresponds to 0.2144% of the company's total shares [4][5]. - The initial grant will consist of 4,580,900 options (80% of the total), while 1,145,200 options (20%) will be reserved for future grants [5][6]. - The A-share options will be sourced from shares repurchased from the secondary market [4][6]. Group 3: Objectives and Benefits - The plan aims to improve corporate governance and establish a long-term incentive mechanism to motivate executives and employees [3][4]. - It seeks to align the interests of shareholders, the company, and its core team, fostering a collective focus on the company's long-term growth [3][4]. Group 4: Grant and Exercise Conditions - The exercise price for the initial grant of A-share options is set at 27.93 yuan per share, based on the average trading price prior to the announcement [10]. - The plan includes a waiting period before options can be exercised, with specific timelines for different tranches of options [11][12]. - The plan stipulates that the options can only be exercised if certain financial performance criteria are met, including net profit and revenue from innovative drugs [14][15]. Group 5: Financial Impact and Accounting - The total estimated expense for the initial grant of 4,580,900 A-share options is projected to be 12.14 million yuan, which will be amortized over the plan's duration [30][31]. - The plan's implementation is expected to have a positive impact on the company's performance, potentially outweighing the associated costs [31].

Core Viewpoint - The company announced the cancellation of a portion of stock options from its 2024 stock option incentive plan due to unmet performance conditions during the first exercise period, totaling 11.12 million options [1][2][3]. Group 1: Stock Option Incentive Plan - The board of directors approved the cancellation of stock options as the performance conditions for the first exercise period were not met, resulting in the cancellation of 9.7797 million options [1]. - An additional 1.112 million options were canceled due to 54 individuals no longer qualifying as incentive targets due to resignation or position changes [1]. - The total number of stock options canceled from the 2024 plan is 11.1232 million [1]. Group 2: Compliance and Approval - The cancellation process was conducted in accordance with the relevant regulations and does not require further shareholder approval, as it falls within the authorized scope of the board [1]. - The remuneration and assessment committee of the board confirmed that the cancellation aligns with regulatory requirements and will not adversely affect the company's stock distribution or the continuation of the incentive plan [1]. - The supervisory board also agreed that the cancellation complies with regulations and does not harm the interests of the company or its shareholders [1]. Group 3: Legal Opinion - The legal firm provided a conclusive opinion stating that the cancellation has received the necessary approvals and is in compliance with the relevant regulations [1].

Core Points - The company is implementing a stock option incentive plan to attract and retain talent, aligning the interests of the company, shareholders, and core team members for long-term development [6][7] - The plan involves granting 15.159 million stock options, representing approximately 0.80% of the company's total share capital of 1,891,767,477 shares [2][10] - The exercise price for the stock options is set at 37.98 yuan per share, with specific conditions for exercising the options [2][12] 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] - The plan does not involve any prohibited circumstances as outlined in the regulations [1] Stock Options Details - A total of 624 individuals will be granted stock options, including directors, senior management, and key personnel [2][9] - The stock options will be adjusted in case of corporate actions such as stock dividends or capital increases [3][10] Management and Approval Process - The shareholders' meeting is the highest authority for approving the plan, while the board of directors is responsible for its execution [7][8] - The plan requires a two-thirds majority approval from shareholders, excluding certain related parties [15] Performance Conditions - The performance assessment for the stock options will be based on the company's net profit growth, with a target of at least 10% growth each year from 2025 to 2027 [13] - Individual performance assessments will also influence the exercise of stock options [13] Rights and Obligations - The company will not provide financial assistance for exercising stock options and will withhold taxes as required by law [18] - The incentive recipients must fulfill their job responsibilities and adhere to ethical standards [19] Adjustments and Termination - The plan includes provisions for adjustments to stock options in response to corporate actions and outlines the process for terminating the plan if necessary [9][20]

Group 1 - The company has announced an equity incentive plan, detailing the allocation of stock options to key executives and management personnel [1] - A total of 1,377,500 stock options will be granted to directors and senior executives, representing 9.09% of the total options and 0.07% of the company's total share capital [1] - The total number of stock options granted to core management, technical, and business personnel (614 individuals) amounts to 15,159,000, which is 100% of the incentive plan [1] Group 2 - The list of core management and technical personnel includes names and positions, with specific stock option allocations for each individual [2] - The highest allocation is to the Vice Chairman and President, who will receive 222,000 stock options, representing 1.46% of the total options [2]

Core Viewpoint - The company announced the cancellation of part of the stock options under the 2023 stock option incentive plan due to unmet performance conditions for the second exercise period, totaling 4.86014 million options [1][3]. Summary by Sections 1. Approval Procedures for the Stock Option Incentive Plan - The board of directors and the supervisory board approved the cancellation of stock options at their respective meetings, ensuring compliance with relevant laws and regulations [1][2]. - Independent directors provided independent opinions on the stock option incentive plan [1]. 2. Reasons and Quantity of Stock Option Cancellation - A total of 4.86014 million stock options will be canceled due to the failure to meet performance conditions and the disqualification of 85 individuals due to resignation or position changes [1][3]. - The cancellation includes 4.09848 million options for unmet performance conditions and 0.76166 million options for disqualified individuals [1]. 3. Impact of Cancellation on the Company - The cancellation of stock options will not have a substantial impact on the company's financial status or operational results [1][3]. 4. Opinions from the Compensation and Assessment Committee - The committee believes the cancellation aligns with relevant regulations and will not affect the company's compliance with listing requirements or the continuation of the 2023 stock option incentive plan [1][3]. 5. Supervisory Board's Opinion - The supervisory board agrees that the cancellation complies with regulations and will not harm the interests of the company or its shareholders [3]. 6. Legal Opinion Conclusion - The legal firm confirmed that the cancellation has obtained necessary approvals and complies with relevant regulations [3].

| 股票简称：晶澳科技 | | 股票代码：002459 | | --- | --- | --- | | 中信建投证券股份有限公司关于 | | | | 晶澳太阳能科技股份有限公司 | | | | 之 | | | | 独立财务顾问报告 | | | | 独立财务顾问 | | | | 二〇二五年八月 | | | | 一、释义 | | | | 在本独立财务顾问报告中，除非另有说明，下列简称具有如下含义： | | | | 晶澳科技、上市公司、公司 | | 指 晶澳太阳能科技股份有限公司 | | 中信建投证券、本独立财务顾 | | | | 指 | | 中信建投证券股份有限公司 | | 问 | | | | 本激励计划、本计划 | | 指 晶澳科技2025年股票期权激励计划 | | 《中信建投证券股份有限公司关于晶澳太阳能科技股 | | | | 独立财务顾问报告 | | 指 份有限公司2025年股票期权激励计划（草案）之独立 | | 财务顾问报告》 | | | | 公司授予激励对象在未来一定期限内以预先确定的价 | | | | 股票期权、期权 | | 指 | | 格和条件购买公司一定数量股票的权利 | | | | 按照激励计划 ...

Core Points - The company, JA Solar Technology Co., Ltd., is undergoing a self-examination of its stock incentive plan compliance with regulatory requirements [1][2][3] - The independent financial advisor for the company is CITIC Securities Co., Ltd. [1] Compliance Requirements - The financial report for the most recent accounting year has not received a negative opinion or inability to express an opinion from the registered accountant [1] - There have been no instances in the last 36 months where profit distribution was not conducted according to laws, regulations, or company commitments [1] - The company has not provided loans or any financial assistance to incentive recipients [1] Incentive Object Compliance - The incentive plan does not include shareholders or actual controllers holding more than 5% of the company's shares [1] - No inappropriate candidates have been identified by the China Securities Regulatory Commission (CSRC) in the last 12 months [1] - There have been no significant legal violations resulting in administrative penalties or market bans from the CSRC in the last 12 months [1] - There are no disqualifying conditions under the Company Law for the incentive recipients [1] Incentive Plan Compliance - The total number of shares involved in all effective stock incentive plans does not exceed 10% of the company's total share capital [1] - No single incentive recipient will receive more than 1% of the company's total share capital through all effective stock incentive plans [1] - The reserved rights for incentive recipients do not exceed 20% of the proposed rights to be granted in this stock incentive plan [1] - The plan includes performance assessment indicators as conditions for the incentive recipients to exercise their rights [1] Disclosure Requirements - The stock incentive plan's purpose, criteria for selecting incentive recipients, and the number of rights to be granted must be clearly stated [2][3] - The plan must disclose the types, sources, and quantities of shares involved, as well as their percentage of the company's total share capital [2][3] - The effective period of the stock incentive plan must not exceed 10 years from the date of authorization [1][2] Performance Assessment Indicators - The performance assessment indicators must be objective, clear, and conducive to enhancing the company's competitiveness [6] - At least three comparable companies from the same industry should be selected as benchmarks for the assessment indicators [6] Compliance with Legal and Regulatory Framework - The company must ensure that the stock incentive plan complies with the "Stock Incentive Management Measures" and other relevant laws and regulations [7][8] - The company must fulfill its information disclosure obligations as required by the CSRC [7][8]