| 证券代码：301068 | | 证券简称：大地海洋 | | --- | --- | --- | | 上海荣正企业咨询服务（集团）股份有限公司 | | | | 关于 | | | | 杭州大地海洋环保股份有限公司 | | | | 调整 2024 年限制性股票激励计划 | | | | 业绩考核相关事项 | | | | 之 | | | | 独立财务顾问报告 | | | | | | 目 录 | | 一、释义 | | | | 大地海洋、本公司、公司 指 | | 杭州大地海洋环保股份有限公司 | | 限制性股票激励计划、激 | | 杭州大地海洋环保股份有限公司 2024 年限制性股票激 | | 指 | | | | 励计划、本计划 励计划 | | | | 独立财务顾问 指 | | 上海荣正企业咨询服务（集团）股份有限公司 | | 《上海荣正企业咨询服务（集团）股份有限公司关于杭 | | | | 独立财务顾问报告 指 | | 州大地海洋环保股份有限公司 2024 年限制性股票激励 | | 计划（草案）之独立财务顾问报告》 | | | | 限制性股票、第二类限制 | | 符合本激励计划授予条件的激励对象，在满足相应获益 | ...

Core Viewpoint - The company is adjusting its 2024 restricted stock incentive plan's performance assessment indicators to better align with the current market environment and operational realities, ensuring the plan remains effective and challenging for the incentive recipients [9][12][18]. Group 1: Approval and Authorization Procedures - The company has completed necessary procedures for the adjustment, including board and supervisory committee meetings, and has disclosed relevant information to shareholders [7][9]. - The adjustment requires approval from the shareholders' meeting after being reviewed by the board and supervisory committee [9][18]. Group 2: Reasons for Adjustment - The adjustment is prompted by changes in government policy regarding the handling of waste electrical and electronic products, which affects the company's revenue expectations [9][10][12]. - The company aims to ensure that the performance targets set in the incentive plan remain relevant and achievable in light of these external changes [12][18]. Group 3: Specific Adjustments - The performance assessment indicators for the years 2025-2026 will be revised, with new targets reflecting a combination of net profit and revenue growth [12][13][15]. - The adjusted targets include a minimum net profit growth rate of 10% for 2024, 20% for 2025, and 30% for 2026, with corresponding trigger values set lower to ensure feasibility [13][16]. Group 4: Reasonableness of Performance Indicators - The revised performance indicators are deemed reasonable and scientifically set, taking into account macroeconomic conditions, industry trends, and the company's strategic goals [15][17]. - The assessment framework includes both company-level and individual performance evaluations, enhancing the overall effectiveness of the incentive plan [17][18].

Core Viewpoint - The company has proposed adjustments to the performance assessment criteria of its 2024 restricted stock incentive plan, which will be submitted for shareholder approval [1][2][3] Decision Process and Disclosure - The company held a board meeting on September 20, 2024, to approve the draft of the 2024 restricted stock incentive plan and related proposals [2] - The supervisory board also reviewed and approved the plan on the same day, confirming the list of incentive recipients [2][3] - A public notice regarding the incentive recipients was displayed from September 21 to September 30, 2024, with no objections raised [2] - The second extraordinary general meeting of shareholders approved the plan on October 14, 2024 [3] Adjustments to Performance Assessment - The performance assessment period for the incentive plan is set for 2024-2026, with annual assessments [4] - The original performance targets were based on a minimum net profit growth rate of 10% for 2024, 20% for 2025, and 30% for 2026 [4] - The adjusted targets now include a minimum revenue growth rate of 50% for 2025 and 80% for 2026, alongside the net profit growth requirements [5] Reasons for Adjustment - The adjustment is necessitated by changes in the industry environment and new government policies regarding the handling of waste electrical and electronic products, which impact the company's revenue expectations [6][9] - The company aims to align the performance targets with its actual operational conditions and market environment to ensure the effectiveness of the incentive plan [9] Impact of Adjustments - The adjustments are not expected to adversely affect the company's financial status or operational results, nor do they compromise the interests of shareholders, particularly minority shareholders [10][12] - The adjustments have been reviewed and approved by the remuneration and assessment committee, supervisory board, and legal advisors, confirming compliance with relevant regulations [10][11][12] Independent Financial Advisor's Opinion - The independent financial advisor has affirmed that the adjustments to the incentive plan have received necessary approvals and comply with applicable laws and regulations [12]