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埃斯顿: 上海信公轶禾企业管理咨询有限公司关于南京埃斯顿自动化股份有限公司2025年股票期权与限制性股票激励计划授予相关事项之独立财务顾问报告
Zheng Quan Zhi Xing· 2025-06-20 13:48
上海信公轶禾企业管理咨询有限公司 关于 南京埃斯顿自动化股份有限公司 授予相关事项 之 独立财务顾问报告 独立财务顾问: 二〇二五年六月 上海信公轶禾企业管理咨询有限公 司 独立财务顾问报告 上海信公轶禾企业管理咨询有限公司 独立财务顾问报告 第一章 声 明 上海信公轶禾企业管理咨询有限公司接受委托,担任南京埃斯顿自动化股份 有限公司(以下简称"埃斯顿"或"上市公司"、"公司")2025 年股票期权与 限制性股票激励计划(以下简称"本激励计划")的独立财务顾问(以下简称"本 独立财务顾问"),并制作本独立财务顾问报告。本独立财务顾问报告根据《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》 《深圳证券交易所上市公司自律监管指南第 1 号——业务办理》等法律、法规和 规范性文件的有关规定,在埃斯顿提供有关资料的基础上,发表独立财务顾问意 见,以供埃斯顿全体股东及有关各方参考。 一、本独立财务顾问报告所依据的文件、材料由埃斯顿提供,埃斯顿已向本 独立财务顾问承诺:其所提供的有关本激励计划的相关信息真实、准确和完整, 保证该等信息不存在虚假记载、误导性陈述或者重大遗漏。 二、本独立财 ...
埃斯顿: 关于向2025年股票期权与限制性股票激励计划激励对象授予股票期权和限制性股票的公告
Zheng Quan Zhi Xing· 2025-06-20 13:47
股票代码:002747 股票简称:埃斯顿 公告编号:2025-044 号 南京埃斯顿自动化股份有限公司 关于向 2025 年股票期权与限制性股票激励计划激励对象 授予股票期权和限制性股票的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假记 载、误导性陈述或重大遗漏。 重要内容提示: ??股票期权与限制性股票授权/授予日为 2025 年 6 月 20 日 ??股票期权授予数量为 350.00 万份,行权价格为 20.53 元/份 ??限制性股票授予数量为 400.00 万股,授予价格为 10.27 元/股 南京埃斯顿自动化股份有限公司(以下简称"公司"或"埃斯顿")于 2025 年 次会议,审议通过了《关于向 2025 年股票期权与限制性股票激励计划激励对象授予 股票期权和限制性股票的议案》。董事会认为公司 2025 年股票期权与限制性股票激 励计划(以下简称"本次激励计划""本激励计划"或"《激励计划》")的授予 条件已经满足,确定授权/授予日为 2025 年 6 月 20 日,向符合授予条件的 135 名 激励对象授予 350.00 万份股票期权,行权价格为 20.53 元/份;向符 ...
埃斯顿: 北京市中伦律师事务所关于南京埃斯顿自动化股份有限公司2025年第二次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-06-20 13:29
北京市中伦律师事务所 关于南京埃斯顿自动化股份有限公司 法律意见书 二〇二五年六月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金 山 • 阿拉木图 关于南京埃斯顿自动化股份有限公司 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 致:南京埃斯顿自动化股份有限公司 北京市中伦律师事务所(以下简称"本所")接受南京埃斯顿自动化股份有 限公司(以下简称"公司")委托,指派本所律师对公司 2025 年第二次临时股 东大会(以下简称"本次股东大会")的合法性进行见证并出具法律意见。 本法律意见书根据《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 ...
科汇股份: 关于调整2024年限制性股票激励计划首次及预留授予限制性股票授予价格的公告
Zheng Quan Zhi Xing· 2025-06-20 11:52
Core Viewpoint - The company has announced an adjustment to the grant price of the restricted stock incentive plan for 2024, reducing it from 6.00 yuan per share to 5.85 yuan per share due to dividend distributions [4][5]. Group 1: Decision Process and Disclosure - The board of directors and the supervisory board have approved the adjustment of the grant price for the restricted stock incentive plan during their respective meetings [1][3]. - The company has complied with the necessary decision-making procedures and disclosed relevant information as per regulations [1][2]. Group 2: Reasons for Adjustment and Results - The adjustment was necessitated by the implementation of cash dividends of 0.05 yuan and 0.10 yuan per share, leading to a virtual dividend distribution of approximately 0.04939 yuan and 0.09879 yuan per share [4]. - The adjusted grant price formula is P = P0 - V, where P0 is the original grant price and V is the dividend amount [4]. Group 3: Impact of Adjustment - The adjustment of the grant price is in accordance with relevant laws and regulations and will not materially affect the company's financial status or operational results [4]. - The supervisory board has confirmed that the adjustment does not harm the interests of the company or its shareholders [4]. Group 4: Legal Opinion - The legal opinion confirms that the adjustment has received the necessary approvals and complies with the company's incentive plan and relevant regulations [5].
科汇股份: 第四届监事会2025年第一次临时会议决议公告
Zheng Quan Zhi Xing· 2025-06-20 11:34
Meeting Overview - The first temporary meeting of the fourth Supervisory Board of Shandong Kehui Power Automation Co., Ltd. was held on June 20, 2025, with all three supervisors present [1][2]. Resolutions Passed - The Supervisory Board approved the adjustment of the grant price for the 2024 restricted stock incentive plan from 6.00 yuan per share to 5.85 yuan per share, stating that the adjustment complies with relevant laws and regulations [1][2]. - The board verified the list of candidates for the 2024 restricted stock incentive plan, confirming that all candidates meet the qualifications as per the Company Law and other regulations [2][3]. - The board agreed to grant 190,000 shares of restricted stock to the incentive objects, stating that the conditions for granting have been met [3]. - The board approved the cancellation of part of the reserved restricted stock under the 2024 incentive plan, affirming that this action does not harm shareholder interests [4]. - The board agreed to postpone certain fundraising projects, indicating that this decision is based on the actual implementation of the projects and does not change the intended use of the raised funds [4].
科汇股份: 关于以集中竞价交易方式首次回购公司股份的公告
Zheng Quan Zhi Xing· 2025-06-20 11:30
Core Viewpoint - The company, Shandong Kehui Power Automation Co., Ltd., has announced a share repurchase plan aimed at implementing employee stock ownership plans and/or equity incentives, with a total repurchase amount expected to be between RMB 9 million and RMB 16 million [1][2]. Summary by Sections Share Repurchase Basic Information - The share repurchase plan was proposed by the chairman and disclosed on April 30, 2025, with an implementation period from April 29, 2025, to April 28, 2026 [1]. - The repurchase will utilize self-owned funds or special loans through the Shanghai Stock Exchange, with a maximum repurchase price set at RMB 17.00 per share [1]. - The total amount for the repurchase is expected to be no less than RMB 9 million and no more than RMB 16 million [1]. Progress of Share Repurchase - As of the announcement, the company has repurchased a total of 199,300 shares, accounting for 0.1904% of the total share capital of 104,670,000 shares [2]. - The total amount spent on the repurchase so far is RMB 2,670,891.80, with the highest transaction price being RMB 13.46 per share and the lowest at RMB 13.30 per share [2]. Other Matters - The company will adhere to relevant regulations during the repurchase period and will make decisions based on market conditions, ensuring timely disclosure of progress to investors [3].
先惠技术: 上海先惠自动化技术股份有限公司关于公司2023年股票期权激励计划首次授予第一个行权期行权条件成就暨注销部分股票期权的公告
Zheng Quan Zhi Xing· 2025-06-20 11:29
Core Points - The company has announced the achievement of the first exercise conditions for its 2023 stock option incentive plan, allowing for the exercise of 429,089 shares [1][8][15] - The stock options were granted to 621 incentive objects, with a total of 2,812,320 options initially granted, adjusted from 2,900,440 due to resignations and voluntary forfeitures [3][6][15] - The exercise price has been adjusted from 54.00 CNY/share to 38.06 CNY/share, and the total number of options available for exercise has been updated accordingly [4][7][15] Summary by Sections Stock Option Incentive Plan Approval and Implementation - The stock option incentive plan was approved by the board and independent directors, with the necessary procedures followed for its implementation [1][2] - The plan includes a waiting period for stock options, which is set at 12, 24, and 36 months from the grant date [6][8] Adjustments to Stock Options - The number of stock options granted was adjusted due to the departure of 7 individuals and the voluntary forfeiture of options by 36 individuals, resulting in a new total of 621 incentive objects [3][6] - The exercise price was adjusted multiple times, with the final price set at 38.06 CNY/share [4][7] Exercise Conditions and Performance Metrics - The first exercise period's conditions have been met, with 354 individuals eligible to exercise their options, representing 19.82% of the granted options [10][12][15] - The company's 2023 audited revenue reached approximately 2.45 billion CNY, a year-on-year increase of 35.63%, meeting the performance criteria for the exercise [9][10] Cancellation of Stock Options - A total of 1,343,535 stock options will be canceled due to individuals not meeting the exercise conditions, either through resignation or failure to achieve personal performance metrics [12][15][16] - The company will handle the cancellation of options in accordance with the stock option incentive plan regulations [12][15] Legal and Financial Considerations - The company has confirmed that the adjustments and exercise of stock options comply with relevant laws and regulations, and the financial impact of the stock option exercise is not expected to be significant [16][17]
国电南自: 国电南自2024年年度权益分派实施公告
Zheng Quan Zhi Xing· 2025-06-18 11:08
Core Viewpoint - The company, Guodian Nanjing Automation Co., Ltd., has announced a cash dividend distribution of 0.14 RMB per share, approved at the annual shareholders' meeting on May 22, 2025 [1]. Dividend Distribution Details - The cash dividend of 0.14 RMB per share will be distributed based on the total share capital of 1,016,093,562 shares, amounting to a total cash dividend of 142,253,098.68 RMB [4][5]. - The record date for shareholders is June 25, 2025, with the ex-dividend date and the date of dividend distribution both set for June 26, 2025 [2][4]. Taxation Policies - For individual shareholders holding unrestricted shares, the tax burden varies based on the holding period: 20% for shares held for 1 month or less, 10% for shares held between 1 month and 1 year, and no tax for shares held over 1 year [3]. - For individual shareholders holding restricted shares, the tax is calculated based on the holding period post-lifting of restrictions, with a 50% reduction in taxable income for dividends received before the lifting [3][4]. - Qualified Foreign Institutional Investors (QFII) and Hong Kong market investors will have their dividends subject to specific tax regulations, with QFII able to apply for tax treaty benefits [4][5].
博众精工4.2亿高溢价收购将新增3.6亿商誉 一季亏损扩大45%基金减仓千万股
Chang Jiang Shang Bao· 2025-06-17 23:40
Core Viewpoint - Company BZJG is making a significant acquisition by purchasing 70% of Shanghai Wodian for 420 million yuan, indicating a high premium transaction with a valuation of 600 million yuan, representing a 352.35% increase over the company's net assets [1][4] Group 1: Acquisition Details - The acquisition price of 420 million yuan is set to acquire 70% of Shanghai Wodian, which specializes in industrial automation solutions [4] - Shanghai Wodian's net assets are approximately 133 million yuan, leading to a substantial goodwill of about 360 million yuan for BZJG post-acquisition [1][4] - The seller has committed to a minimum net profit of 185 million yuan over the next three years, with a projected net profit of 38.57 million yuan for 2024 [1][6] Group 2: Company Performance - BZJG has faced a growth bottleneck, with revenue and net profit showing minimal growth in 2023 and 2024 compared to 2022 [1][9] - In Q1 2023, BZJG reported a revenue decline of 0.80% and a net loss of approximately 30.98 million yuan, marking a 45.59% decrease year-on-year [9] - The company has invested over 10% of its revenue into R&D annually, with R&D expenditures increasing from 371 million yuan in 2020 to 514 million yuan in 2024 [8] Group 3: Market Context - The acquisition is seen as a strategic move to overcome operational challenges and expand into high-margin overseas markets, particularly in Europe and the U.S. [5] - Shanghai Wodian's revenue for 2023 and 2024 is projected at 237 million yuan and 249 million yuan, respectively, with a year-on-year growth of 5.16% and 21.53% [5] - The market response to BZJG's acquisition has been lukewarm, with stock performance remaining flat following the announcement [2][3]
中科飞测: 深圳中科飞测科技股份有限公司章程
Zheng Quan Zhi Xing· 2025-06-17 10:29
Company Overview - Shenzhen Zhongke Feice Technology Co., Ltd. was established as a joint-stock company based on the overall change of Shenzhen Zhongke Feice Technology Co., Ltd. and registered with a capital of RMB 321.591809 million [4][3] - The company was approved for public offering of 80 million shares and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on May 19, 2023 [3][4] Business Objectives and Scope - The company's mission is to become the first choice for automation quality control equipment and services in the global advanced manufacturing industry [5] - The business scope includes research, design, sales, installation, debugging, testing of optoelectronic automation equipment, electromechanical automation equipment, and related technical consulting and maintenance services [5][6] Share Issuance and Structure - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [7] - The total number of shares is 321.591809 million, all of which are ordinary shares [7] - The company has a diverse group of shareholders, including various investment funds, with a total subscription of 240 million shares [7] Share Transfer and Restrictions - Shareholders can transfer their shares in accordance with the law, but there are restrictions on the transfer of shares held by founders and certain executives for a specified period [10][11] - The company does not accept its own shares as collateral [10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and transfer their shares [12] - Shareholders are obligated to comply with laws and regulations, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [14][15] Governance and Decision-Making - The company’s governance structure includes a board of directors, a supervisory board, and a general meeting of shareholders, which holds the authority to make key decisions [16][17] - The general meeting of shareholders is responsible for approving annual reports, financial budgets, profit distribution plans, and significant transactions [16][17] Meeting Procedures - The company holds annual and extraordinary shareholder meetings, with specific procedures for convening and voting [21][22] - Shareholders can participate in meetings either in person or by proxy, and the company ensures transparency in the voting process [28][29] Financial and Operational Transparency - The company is required to disclose financial reports and significant transactions to shareholders, ensuring compliance with legal and regulatory standards [20][21] - The company must provide audit reports for transactions exceeding certain thresholds, ensuring accountability and transparency [20][21]