登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：601126 证券简称：四方股份 公告编号：2025-043 北京四方继保自动化股份有限公司关于启航2号限制性股票激励计划预留授予部分 第一个解除限售期限售股份上市流通的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性依法承担法律责任。 重要内容提示： ● 本次股票上市类型为股权激励股份；股票认购方式为网下，上市股数为662,500股。 ● 本次股票上市流通总数为662,500股。 ● 本次股票上市流通日期为2025年9月24日。 北京四方继保自动化股份有限公司（以下简称"公司"或"本公司"）于2025年8月28日召开第八届董事会 第二次会议，审议通过了《关于启航2号限制性股票激励计划预留授予部分第一个解除限售期解除限售 条件成就的议案》。董事会认为公司启航2号限制性股票激励计划预留授予部分第一个解除限售期解除 限售条件已成就，同意为符合解除限售条件的64名激励对象所持共计66.25万股限制性股票办理解除限 售的相关事宜，现将本次解除限售有关事项说明如下： 一、本次限制性股票激 ...

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 report discusses the completion of the first unlock period conditions for the reserved grant portion of the "Qihang No. 2 Restricted Stock Incentive Plan" of Beijing Sifang Automation Co., Ltd, indicating that the necessary approvals and authorizations have been obtained, and the conditions for unlocking the restricted stocks have been met [9][12]. Summary by Sections 1. Definitions - The report defines key terms related to the incentive plan, including "restricted stock," "incentive objects," and "unlocking conditions," which are essential for understanding the plan's framework [1][2]. 2. Approval Procedures - The incentive plan has undergone necessary approval processes, including meetings of the board of directors and supervisory board, public announcements, and verification of the incentive object list, ensuring compliance with legal and regulatory requirements [4][5][6]. 3. Independent Financial Advisor's Opinion - The independent financial advisor confirms that the conditions for the first unlock period of the reserved grant portion have been achieved, based on the review of relevant documents and compliance with applicable laws and regulations [9][12]. 4. Unlocking Conditions - The unlocking conditions for the restricted stocks include the absence of negative audit opinions and compliance with performance targets, which have been met as per the financial reports [10][11][12]. 5. Specifics of the Unlocking - A total of 64 incentive objects are eligible for unlocking, with 662,500 shares available for release, representing approximately 0.08% of the company's total share capital [12][13].

Core Viewpoint - The report discusses the implementation of the "Qihang No. 2 Restricted Stock Incentive Plan" by Beijing Sifang Automation Co., Ltd., including the repurchase and cancellation of certain restricted stocks and the adjustment of repurchase prices [1][12]. Summary by Sections Incentive Plan Overview - The incentive plan involves granting restricted stocks to eligible employees, which have a lock-up period and can only be traded after certain conditions are met [1]. - The plan is governed by relevant laws and regulations, including the Company Law and Securities Law [1][3]. Approval Process - The necessary approval procedures for the incentive plan have been completed, including board meetings and shareholder meetings held on specific dates in September and October 2023 [4][7][9]. - The plan was publicly announced, and no objections were raised during the internal publicity period [7]. Stock Repurchase and Cancellation - The company plans to repurchase and cancel a total of 59,500 shares of restricted stock due to the departure of two incentive plan participants [12]. - The repurchase price has been adjusted to 6.27 RMB per share following a cash dividend distribution of 0.72 RMB per share [13]. Compliance and Conclusion - The independent financial advisor confirms that all necessary approvals for the stock repurchase and cancellation have been obtained, and the actions comply with relevant laws and regulations [12]. - The company will disclose information regarding the repurchase and cancellation in accordance with regulatory requirements [12].

Core Viewpoint - The legal opinion letter regarding the repurchase and cancellation of part of the restricted stock under the "Qihang No. 2 Restricted Stock Incentive Plan" of Beijing Sifang Automation Co., Ltd. has been issued, confirming compliance with relevant laws and regulations [3][21]. Summary by Relevant Sections Incentive Plan Approval and Implementation - The company has approved the "Qihang No. 2 Restricted Stock Incentive Plan" and related proposals, confirming the eligibility of the incentive objects and the legality of the plan [6][7]. - The plan aims to enhance corporate governance and motivate the core team for sustainable development [6][7]. Repurchase and Cancellation of Restricted Stock - The company will repurchase and cancel 59,500 shares of restricted stock from two departing incentive objects, as they no longer qualify [12]. - The repurchase price has been adjusted from 6.99 yuan per share to 6.27 yuan per share due to a recent profit distribution plan [13]. Conditions for Lifting Restrictions - The first lifting of restrictions for the reserved grant portion will occur 12 months after the registration completion, allowing 50% of the reserved shares to be released [17][20]. - The company has met all conditions for lifting restrictions, including performance targets based on net profit growth [19][20]. Authorization and Approval - The necessary approvals and authorizations for the repurchase and cancellation of restricted stock, as well as the lifting of restrictions, have been obtained in accordance with relevant laws and regulations [21].