证券代码：688360 证券简称：德马科技 公告编号：2025-029 德马科技集团股份有限公司 关于作废2022年限制性股票激励计划 部分限制性股票的公告 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。 德马科技集团股份有限公司（以下简称"公司"）于 2025 年 8 月 25 日召开 了第四届董事会第二十五次会议、第四届监事会第十八次会议，审议通过了《关 于作废 2022 年限制性股票激励计划部分限制性股票的议案》，现将有关事项说明 如下： （一）因公司层面业绩考核未达到归属条件作废限制性股票 一、本激励计划已履行的决策程序和信息披露情况 了《关于公司<2022 年限制性股票激励计划（草案）>及其摘要的议案》、《关于 公司<2022 年限制性股票激励计划实施考核管理办法>的议案》、《关于提请股东 大会授权董事会办理公司 2022 年限制性股票激励计划相关事项的议案》等议案。 公司独立董事对相关议案发表了同意的独立意见。 同日，公司召开第三届监事会第十八次会议，审议通过了《关于公司<2022 年限制性股票激励计划（草案） ...

一、监事会会议召开情况 雪龙集团股份有限公司（以下简称"公司"）第四届监事会第二十次会议于 召开，本次会议通知已于 2025 年 8 月 15 日以专人送达方式向全体监事发出，会 议由监事会主席张海芬召集和主持，会议应到监事 3 名，实际出席监事 3 名，公 司部分高级管理人员列席了本次会议。本次会议的召集和召开符合《公司法》和 《公司章程》的有关规定，会议合法有效。 证券代码：603949 证券简称：雪龙集团 公告编号：2025-046 雪龙集团股份有限公司 第四届监事会第二十次会议决议公告 本公司监事会及全体监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、准确性和完整性承担法律责任。 表决结果：3 票同意、0 票反对、0 票弃权。 监事会认为：本次根据 2022 年、2023 年、2024 年年度权益分派实施方案 对公司 2022 年限制性股票激励计划回购价格进行调整，审议程序合法、合规， 符合《上市公司股权激励管理办法》等有关法律、行政法规、规范性文件和公司 《2022 年限制性股票激励计划》（以下简称"《激励计划》"或"激励计划"） 的相关规定以及公司 2022 年 ...

Core Viewpoint - The company has approved adjustments to the 2022 Restricted Stock Incentive Plan, specifically regarding the grant price of the restricted stock, following the completion of the 2024 annual profit distribution plan [6][8][9]. Implementation Procedures - The company held multiple board and supervisory meetings to review and approve the incentive plan and its related documents, ensuring compliance with regulations and obtaining independent opinions [1][2][3][4][5]. - The incentive plan was publicly announced and no objections were raised during the internal disclosure period [2][3]. Adjustment Details - The adjustment of the grant price is due to the implementation of the 2024 profit distribution plan, which involves a cash dividend of RMB 1.0 per 10 shares [6]. - The new grant price is calculated as follows: P = P0 - V, where P0 is the previous grant price of RMB 4.62, and V is the cash dividend of RMB 0.1, resulting in a new grant price of RMB 4.52 per share [6]. Impact on the Company - The adjustment of the grant price is not expected to have a significant impact on the company's financial status or operational results, nor will it affect the stability of the core team or the continued implementation of the incentive plan [8]. Opinions from Committees - The Board's Compensation and Assessment Committee and the Supervisory Committee have both expressed their agreement with the adjustment, confirming that it does not harm the interests of the company or its shareholders [8][9]. Legal Opinions - The legal opinion from Beijing Zhonglun Law Firm confirms that the adjustments and related matters have received the necessary approvals and comply with relevant regulations [9].

Core Viewpoint - The legal opinion letter from Grandall Law Firm confirms that China Haisong Engineering Technology Co., Ltd. has obtained necessary approvals for adjustments to its 2022 restricted stock incentive plan, including changes to repurchase prices, repurchase and cancellation of certain restricted stocks, and conditions for lifting restrictions on stock sales [1][21]. Group 1: Legal Framework and Approvals - The law firm conducted a thorough review based on relevant laws and regulations, ensuring the accuracy and completeness of the facts presented in the legal opinion [2][3]. - The company has provided all necessary original documents and materials for the issuance of the legal opinion, confirming no omissions or falsehoods [3]. - The legal opinion is intended solely for the purpose of the adjustments to the repurchase price, repurchase and cancellation of restricted stocks, and lifting of restrictions [3][21]. Group 2: Incentive Plan Details - The 2022 restricted stock incentive plan was approved by the company's board and received the necessary consent from the State-owned Assets Supervision and Administration Commission [4][5]. - The initial repurchase price for the first grant of restricted stocks was set at 5.26 yuan per share, while the reserved grant was set at 7.18 yuan per share [9]. - Adjustments to the repurchase prices were made, with the new prices set at 4.81295 yuan per share for the first grant and 6.91835 yuan per share for the reserved grant [9]. Group 3: Repurchase and Cancellation - The company plans to repurchase and cancel 98,141 shares of restricted stocks at a price of 4.50357 yuan per share, and 14,183 shares at a price of 6.60897 yuan per share due to unmet conditions for lifting restrictions [10][11]. - The total number of shares to be repurchased and canceled amounts to 262,209 shares, funded by the company's own resources [11][21]. Group 4: Lifting of Restrictions - The conditions for lifting restrictions on the second phase of the first grant of restricted stocks have been met, with the lifting period set to end on December 29, 2025 [12][21]. - The performance targets for lifting restrictions include a net asset return rate of no less than 11.09% and a compound growth rate of operating profit of no less than 10.88% by 2024 [14][18]. - The company has achieved a net asset return rate of 17.95% and a compound growth rate of operating profit of 31.27% for 2024, exceeding the set targets [14][18].

Core Viewpoint - The company has announced adjustments to its 2022 restricted stock incentive plan, including changes to the grant price and quantity of shares, as well as the achievement of conditions for the third vesting period and the cancellation of certain unvested shares [2][10][12]. Summary by Sections 1. Overview of the 2022 Stock Incentive Plan - The company held its fourth board meeting on July 18, 2025, where it approved adjustments to the stock incentive plan, including a reduction in the grant price from 7.96 yuan to 5.29 yuan per share and an increase in the number of unvested shares from 825,000 to 1,155,000 [2][10]. - The incentive plan targets middle management and key technical personnel, excluding independent directors and major shareholders [2]. 2. Vesting Conditions and Performance Metrics - The vesting of restricted stocks is structured over three periods: 20% after 12 months, 30% after 24 months, and 50% after 36 months from the grant date [3][13]. - The performance assessment for the company is based on annual revenue growth compared to 2021, with specific targets set for each year [4][15]. 3. Adjustments to Grant Price and Quantity - The adjustments to the grant price and quantity were made in accordance with the company's incentive plan and relevant regulations, reflecting changes in capital structure and performance metrics [10][19]. - The new grant price of 5.29 yuan per share was calculated after accounting for dividends and capital increases [11][19]. 4. Achievement of Vesting Conditions - The board confirmed that the conditions for the third vesting period have been met, allowing for the vesting of 714,112 shares to 42 eligible participants [12][18]. - The company achieved a revenue of 424,513,394.55 yuan in 2024, representing a growth rate of 44.20% compared to 2021, which met the trigger value for vesting [17][18]. 5. Cancellation of Unvested Shares - A total of 440,888 shares that were granted but not vested will be canceled, including shares from a participant who left the company [17][18]. - The cancellation aligns with the company's incentive plan provisions and was approved by the board without needing further shareholder approval [18][21].

Meeting Information - The company will hold its second extraordinary general meeting of shareholders on August 1, 2025, at 2:30 PM [1] - The network voting will be available on the Shenzhen Stock Exchange trading system from 9:15 AM to 9:25 AM, 9:30 AM to 11:30 AM, and from 1:00 PM to 3:00 PM on the same day [1][2] Voting Rights and Procedures - Shareholders registered by the close of business on July 23, 2025, are entitled to attend the meeting and vote [2] - Voting can be conducted either in person or through the network voting system, with only one method allowed for each voting right [2][5] - The company will separately count votes from small investors, defined as those excluding directors, supervisors, senior management, and shareholders holding more than 5% [4] Meeting Agenda - The main proposal to be discussed is the termination of the 2022 restricted stock incentive plan, which has already been approved by the board and supervisory committee [4] - The company will disclose the voting results and decisions made during the meeting [4] Registration and Attendance - Legal representatives of corporate shareholders must provide specific documentation to register for the meeting [3][5] - Individual shareholders must present their identification and may authorize a representative to attend and vote on their behalf [5][8] Voting Process - Detailed instructions for participating in network voting will be provided, including the need for identity verification through the Shenzhen Stock Exchange [5][6]

Core Viewpoint - Zhejiang Zhangguang Industrial Co., Ltd. has decided to annul a portion of the second category of restricted stock options that were granted but not yet vested under the 2022 restricted stock incentive plan, following the approval of the board and supervisory committee [1][3][4] Summary by Sections 1. Approval Procedures for the Stock Incentive Plan - The board and supervisory committee approved various proposals related to the 2022 restricted stock incentive plan, including the draft and management methods [1][2] - Independent directors expressed agreement with the proposals, and the supervisory committee verified the list of incentive recipients [2][3] 2. Specifics of the Annulled Restricted Stock - The annulment pertains to 20% of the second category of restricted stock held by two incentive recipients whose personal performance assessment results were rated as C [3][4] - The performance assessment system allows for a 100% vesting rate for A or B ratings, 80% for C, and 0% for D, leading to the annulment of stocks for those rated C [3][4] 3. Impact of the Annulment on the Company - The annulment of the unvested restricted stock will not have a substantial impact on the company's financial status or operational results, nor will it affect the normal implementation of the stock incentive plan [4] 4. Supervisory Committee's Opinion - The supervisory committee concluded that the annulment complies with relevant laws and regulations, and does not harm shareholder interests [4] 5. Legal Opinion Conclusion - The adjustments and annulments have received necessary approvals and comply with applicable laws and regulations, with the company required to fulfill information disclosure obligations [4]

Core Viewpoint - The announcement details the results of the first batch of stock vesting under the 2022 Restricted Stock Incentive Plan, highlighting the fulfillment of vesting conditions for 45 incentive targets and the upcoming listing of shares. Summary by Sections Incentive Plan Overview - The 2022 Restricted Stock Incentive Plan was approved in meetings held on April 25 and May 16, 2022, with the main content outlined in the plan [2][3]. - The plan includes a total of 1,509,225 shares for 45 incentive targets, with vesting occurring in batches [2][4]. Vesting Conditions - The vesting conditions require that the company does not face any negative audit opinions or fail to distribute profits as per regulations [5][6]. - The performance assessment period spans from 2022 to 2024, with specific revenue and net profit growth targets set for each year [20][21]. Stock Vesting Details - The first batch of shares to vest includes 1,423,612 shares, which represents a portion of the total stock granted [4][22]. - The shares will be listed for trading on July 15, 2025, and the adjusted grant price is set at 3.52 yuan per share [22][24]. Compliance and Restrictions - The incentive targets must adhere to specific trading restrictions, including limitations on share transfers during their tenure and a six-month restriction post-termination [23][24]. - The company has established compliance measures to prevent insider trading and ensure the integrity of the incentive plan [22][23].

Core Points - The company held its fourth temporary meeting of the eighth Supervisory Board on July 10, 2025, where several resolutions were passed regarding stock incentive plans and adjustments to repurchase prices [1][2][3]. Group 1: Stock Incentive Plan Adjustments - The repurchase price for the 2022 Restricted Stock Incentive Plan was adjusted to 9.05 CNY per share following the implementation of the 2024 semi-annual and annual profit distributions [1][3]. - The third unlock condition for the 2022 Restricted Stock Incentive Plan was met, allowing 1,265 incentive participants to unlock 6.672 million shares [2][4]. - The repurchase price for the 2024 Restricted Stock Incentive Plan was set at 11.40 CNY per share, also following the profit distributions [3][5]. Group 2: Stock Appreciation Rights (SAR) Plan Adjustments - The exercise price for the 2022 Stock Appreciation Rights Incentive Plan was adjusted to 9.05 CNY per share, with no detriment to the company or shareholders [5][6]. - The third exercise condition for the 2022 Stock Appreciation Rights Incentive Plan was satisfied, allowing 31 participants to exercise rights for 132,000 shares [6][10]. - The exercise price for the 2024 Stock Appreciation Rights Incentive Plan was adjusted to 11.40 CNY per share, with the conditions for the first exercise period also met [7][9]. Group 3: Cancellation of Stock Appreciation Rights - The company proposed to cancel a total of 150,000 stock appreciation rights due to participants no longer qualifying or failing to meet performance criteria [9][10].

Core Viewpoint - The legal opinion letter from Beijing Pu Hua Law Firm addresses the conditions for the second release of restrictions on the 2022 restricted stock incentive plan of Ruiskanda Technology Development Co., Ltd. and the repurchase and cancellation of certain restricted stocks due to unmet performance conditions [2][3][22]. Group 1: Legal Framework and Approval - The law firm was commissioned to provide legal services for the implementation of the 2022 restricted stock incentive plan, relying on relevant laws and the company's articles of association [2][3]. - The board of directors approved various resolutions related to the incentive plan, including the authorization for the board to handle related matters [7][12]. - The independent directors expressed their agreement with the implementation of the incentive plan [7][12]. Group 2: Repurchase and Cancellation of Restricted Stocks - The company will repurchase and cancel a total of 608.25 million shares of restricted stocks due to 25 incentive objects losing their eligibility and performance conditions not being met [15][22]. - The repurchase price for the restricted stocks was adjusted to 3.834 yuan per share, with a total repurchase fund of 16,675,983 yuan [21][22]. - The performance targets for the second release of restrictions were not achieved, leading to the cancellation of the corresponding restricted stocks [13][20]. Group 3: Performance Conditions - The performance assessment for the second release of restrictions was based on a revenue growth target of not less than 30% compared to 2021, with a trigger value of not less than 24% [13][16]. - The company's audited revenue growth for 2023 was below the required threshold, resulting in the failure to meet the performance conditions [20][22].