新钢股份A股限制性股票

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新余钢铁股份有限公司2025年第二次临时股东会决议公告
Shang Hai Zheng Quan Bao· 2025-06-25 19:53
Core Points - The company held its second extraordinary general meeting of shareholders on June 25, 2025, where all proposed resolutions were approved without any objections [2][4][5] - The board of directors approved the first grant of restricted stock under the A-share incentive plan, granting 36.89 million shares at a price of 2.15 yuan per share to 152 eligible participants [10][17][24] Group 1: Meeting Details - The meeting was convened by the board of directors and chaired by Chairman Liu Jianrong, using a combination of on-site and online voting methods [2][5][8] - All 8 serving directors and 5 serving supervisors attended the meeting, along with some senior executives [3][8] Group 2: Resolutions Passed - The following resolutions were passed: - The revised draft of the first A-share restricted stock incentive plan [4] - The performance assessment methods for the incentive plan [4] - The management measures for the incentive plan [6] - Authorization for the board to handle matters related to the incentive plan [6] - The resolutions received more than two-thirds approval from the shareholders present [4][6] Group 3: Stock Grant Details - The initial grant date for the restricted stock is set for June 25, 2025, with a total of 36.89 million shares granted [17][24] - The number of shares granted was adjusted from 44.5 million to 38.37 million due to 25 participants no longer qualifying for the incentive [28][44] - The stock grant is part of a broader incentive plan aimed at aligning the interests of the company's management with those of its shareholders [10][17] Group 4: Compliance and Legal Opinions - The company ensured compliance with relevant laws and regulations throughout the process, with legal opinions confirming the validity of the resolutions and the stock grant [34][47] - The monitoring committee verified that all participants in the incentive plan met the necessary conditions and that no insider trading occurred prior to the grant [31][40]
新钢股份: 江西华邦律师事务所关于新余钢铁股份有限公司首期A股限制性股票激励计划的法律意见书
Zheng Quan Zhi Xing· 2025-06-09 13:19
Core Viewpoint - The legal opinion letter from Jiangxi Huabang Law Firm confirms that Xinyu Steel Co., Ltd. is qualified to implement its first A-share restricted stock incentive plan, which aims to establish a long-term incentive mechanism to attract and retain talent, aligning the interests of shareholders, the company, and employees [1][20]. Group 1: Company Qualifications - Xinyu Steel is a legally established and effectively existing listed company on the Shanghai Stock Exchange, with a business license issued by the Xinyu Market Supervision Administration [4]. - The company does not have any circumstances that would prevent the implementation of the stock incentive plan, as confirmed by the audit reports and internal control audit reports [4][6]. - The company meets the conditions for implementing the stock incentive plan as per relevant regulations [6]. Group 2: Legality and Compliance of the Incentive Plan - The incentive plan has been reviewed and approved by the company's board of directors in accordance with the relevant regulations [6][14]. - The plan includes clear provisions regarding the purpose, management structure, eligibility of incentive recipients, stock grant amounts, and conditions for granting and lifting restrictions [8][9]. - The plan specifies that the stock to be granted will come from a directed issuance of new A-shares, and the total number of restricted stocks to be granted does not exceed 44.5 million shares, accounting for approximately 1.41% of the company's total share capital [11][12]. Group 3: Impact on Company and Shareholders - The implementation of the incentive plan is expected to benefit the sustainable development of the company and will not harm the interests of the company or its shareholders [20][21]. - The independent directors and the supervisory board have expressed their support for the plan, indicating that it aligns with the company's long-term interests [20][21]. Group 4: Required Procedures and Information Disclosure - The company has completed the necessary procedures for the implementation of the incentive plan and must still obtain approval from the State-owned Assets Supervision and Administration Commission and the shareholders' meeting [17][18]. - The company is required to disclose relevant information regarding the incentive plan within two trading days after the board's approval [18].