关于 宋城演艺发展股份有限公司 调整第一类限制性股票回购价格及 回购注销部分第一类限制性股票相关事项 之 法律意见书 二〇二五年八月 上 海 君 澜 律 师 事 务 所 法律意见书 上海君澜律师事务所 上海君澜律师事务所 关于宋城演艺发展股份有限公司 调整第一类限制性股票回购价格及 回购注销部分第一类限制性股票相关事项之 法律意见书 致：宋城演艺发展股份有限公司 上海君澜律师事务所（以下简称"本所"）接受宋城演艺发展股份有限公 司（以下简称"公司"或"宋城演艺"）的委托，根据《上市公司股权激励管 理办法》（以下简称"《管理办法》"）《深圳证券交易所创业板股票上市规 则》（以下简称"《上市规则》"）《深圳证券交易所创业板上市公司自律监 管指南第 1 号—业务办理》（以下简称"《监管指南》"）《宋城演艺发展股 份有限公司 2023 年限制性股票激励计划》（以下简称"《激励计划》"或"本 次激励计划"）的规定，就宋城演艺本次激励计划调整第一类限制性股票回购 价格及回购注销部分第一类限制性股票的相关事项（以下简称"本次调整及回 购注销"）出具本法律意见书。 对本法律意见书，本所律师声明如下： （一）本所律师依据《中华 ...

证券代码：301095 证券简称：广立微 公告编号：2025-048 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 杭州广立微电子股份有限公司（以下简称"公司"）于 2025 年 8 月 15 日召 开第二届董事会第二十一次会议和第二届监事会第十三次会议，审议通过《关于 作废 2023 年限制性股票激励计划部分限制性股票的议案》，现将相关事项说明 如下： 一、已履行的决策程序和信息披露情况 《关于公司<2023 年限制性股票激励计划（草案）>及其摘要的议案》《关于 公司<2023 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 2023 年限制性股票激励计划相关事项的议案》等 相关议案。公司独立董事对相关事项发表了同意的独立意见。 同日，公司召开第一届监事会第十一次会议，审议通过《关于公司<2023 年限制性股票激励计划（草案）>及其摘要的议案》《关于公司<2023 年限制 性股票激励计划实施考核管理办法>的议案》《关于核实公司<2023 年限制性 股票激励计划首次授予激励对象名单>的议案》等相关议案。公司监事会对本 激 ...

Core Viewpoint - The legal opinion letter from Shanghai Junlan Law Firm confirms that Beijing Light Media Co., Ltd. has made adjustments to its 2023 restricted stock incentive plan, including changes to the grant price and conditions for the second vesting period, in compliance with relevant regulations [1][7]. Summary of Adjustments and Vesting Conditions - The adjustments to the incentive plan were approved by the board of directors and do not require further shareholder approval, as per the authorization from the shareholders' meeting [4][6]. - The adjusted grant price for the restricted stock is set at 4.01 yuan per share, following the company's annual equity distribution plan [5][6]. - The second vesting period for the restricted stock is defined as the period from the first trading day after 24 months from the grant date until the last trading day within 36 months from the grant date [6]. Performance Assessment Criteria - The vesting conditions include both company-level and individual-level performance metrics, with specific targets for revenue and net profit for the year 2024 [6]. - Company-level performance targets are set at 1.56 billion yuan for revenue and 520 million yuan for net profit, with corresponding thresholds for vesting [6]. - Individual performance assessments will determine the final number of shares that can vest, with 26 individuals qualifying for vesting based on their performance evaluations [6]. Compliance and Disclosure - The company has fulfilled its current disclosure obligations as required by the Management Measures, Listing Rules, and Regulatory Guidelines, and will continue to meet future disclosure requirements [7].

Core Viewpoint - Zhejiang Feida Environmental Technology Co., Ltd. is conducting a buyback and cancellation of part of the restricted stock from its 2023 incentive plan, along with an adjustment of the buyback price, in compliance with relevant laws and regulations [1][8]. Group 1: Approval and Authorization - The company's 2023 restricted stock incentive plan was approved by the 17th meeting of the supervisory board and subsequently submitted for shareholder approval, with independent directors expressing agreement [4][5]. - The company received approval from the Zhejiang Provincial State-owned Assets Supervision and Administration Commission for the implementation of the 2023 incentive plan [4][5]. Group 2: Buyback and Price Adjustment Details - The buyback is due to the disqualification of certain incentive recipients, including 3 individuals due to job changes and 4 who have left the company, totaling 776,500 shares to be canceled [8][10]. - A total of 31 individuals will have 1,000,300 shares of restricted stock canceled in this buyback [8][10]. - The adjusted buyback price for the restricted stock is set at 2.39 yuan per share for the first grant and 1.99 yuan per share for the reserved grant, following a cash dividend distribution [9][10]. Group 3: Funding Source - The funds for the buyback, amounting to approximately 2.41 million yuan, will be sourced entirely from the company's own funds [10].

Core Viewpoint - The announcement details the achievement of conditions for the second unlock period of the 2023 restricted stock incentive plan, allowing 74 eligible participants to unlock a total of 1,699,890 shares, representing 1.3058% of the company's total share capital [1][6][15] Group 1: Incentive Plan Details - The company held its sixth board meeting on July 18, 2025, where it approved the conditions for the second unlock period of the 2023 restricted stock incentive plan [1][6] - The total number of restricted stocks granted under this incentive plan is 5,666,300 shares, with 1,699,890 shares eligible for unlocking in this period [5][14] - The second unlock period is defined as the period from the first trading day after 24 months from the completion of the restricted stock grant registration until the last trading day within 36 months [7][10] Group 2: Conditions for Unlocking - The company has not encountered any negative audit opinions or internal control issues in the most recent fiscal year, meeting the conditions for unlocking [8][9] - The performance assessment for the incentive plan spans from 2023 to 2025, with specific profit targets set for each year [10][12] - All 74 participants have met the performance criteria, allowing for a 100% unlocking of their shares [11][15] Group 3: Legal and Compliance - The legal opinion from Beijing Jingtian & Gongcheng Law Firm confirms that the conditions for unlocking have been met and that all necessary approvals have been obtained [15][16] - The company will fulfill its information disclosure obligations and handle the necessary registration procedures for the unlocking of shares [15][16]

Core Points - The company announced the achievement of vesting conditions for the second vesting period of the 2023 restricted stock incentive plan, allowing for the vesting of 2,234,000 shares, with 2,072,000 shares from the initial grant and 162,000 shares from the reserved grant [1][18][26] Group 1: Incentive Plan Overview - The 2023 restricted stock incentive plan was approved, with a total of 10,460,000 shares granted, representing 4.91% of the company's total share capital as of the announcement date [1][4] - The plan includes a total of 66 initial grantees and 3 reserved grantees [2][4] Group 2: Vesting Conditions - The vesting conditions for the second vesting period of the initial grant and the first vesting period of the reserved grant have been met, allowing for the vesting of 223,400 shares [18][26] - The vesting schedule specifies that 30% of the shares will vest after 12 months, 20% after 24 months, 20% after 36 months, and 30% after 48 months from the grant date [6][7] Group 3: Performance Assessment - The performance assessment for the incentive plan is based on the company's average annual revenue from 2020 to 2022, with specific growth rate targets set for each assessment year [8][21] - If the company fails to meet the performance targets in any given year, the corresponding shares for that year will not vest and will be forfeited [8][22] Group 4: Grantee Details - The initial grant includes 64 active grantees, with 2 individuals having their shares forfeited due to personal reasons [15][26] - The vesting amounts for the initial grant include 280,000 shares for the chairman and general manager, and various amounts for other senior management and core technical personnel [25][26]

Core Viewpoint - The company announced the cancellation of 499,200 unvested restricted stocks from the 2023 stock incentive plan, which will not materially affect its financial status or operational results [4][5][6] Summary by Sections Approval Procedures for the 2023 Stock Incentive Plan - The company held multiple board and supervisory meetings to approve the stock incentive plan and its related management measures, with independent directors providing opinions [1][2][3] Specifics of the Canceled Restricted Stocks - A total of 499,200 restricted stocks were granted but not vested, with 79,200 stocks being canceled due to assessment reasons, resulting in a reduction of the number of incentive recipients from 264 to 255 [4][5] Impact of the Canceled Stocks on the Company - The cancellation of these stocks is not expected to have a significant impact on the company's financial condition or operational results, nor will it affect the stability of the core team or the continuation of the stock incentive plan [5][6] Supervisory Board Opinion - The supervisory board confirmed that the cancellation process complied with relevant regulations and did not harm the interests of the company or its shareholders, especially minority shareholders [5][6] Legal Opinion Conclusion - A legal opinion confirmed that the adjustments and cancellations were in accordance with applicable laws and regulations, and the vesting conditions for the second vesting period had been met [6]

Core Viewpoint - The report outlines the independent financial advisory services provided by Shenzhen Tashan Consulting Co., Ltd. for Xueda (Xiamen) Education Technology Group Co., Ltd.'s 2023 restricted stock incentive plan, detailing the completion of necessary procedures and the fulfillment of conditions for the lifting of restrictions on stock grants [2][5][6]. Group 1: Incentive Plan Procedures - On June 9, 2023, the company held its 10th Board of Directors' seventh meeting, approving the draft of the 2023 restricted stock incentive plan and related proposals [2]. - The company conducted internal announcements regarding the incentive plan from June 10 to June 21, 2023, with no objections received [2]. - The first grant of restricted stock was completed on July 26, 2023, and the second lifting of restrictions is set for July 28, 2025 [4][7]. Group 2: Lifting of Restrictions - The second lifting of restrictions for the first grant of restricted stock requires the company to meet specific performance conditions, including achieving a net profit of no less than 130 million yuan for the years 2023-2024 [4][5]. - As of the report date, 378 individuals are eligible for the lifting of restrictions, with a total of 1,207,200 shares available for release, representing 0.99% of the company's total share capital [5][6]. Group 3: Reserved Grants - The first lifting of restrictions for reserved grants will occur on June 30, 2025, contingent upon the company achieving a net profit of no less than 80 million yuan in 2024 [6]. - A total of 229 individuals are eligible for the lifting of restrictions on reserved grants, with 534,850 shares available, accounting for 0.44% of the company's total share capital [6]. Group 4: Buyback and Cancellation - The company will buy back and cancel shares from 15 individuals who have left the company, with the buyback price calculated based on the grant price plus interest [6][8]. - The total amount involved in the buyback of shares is 2,375,502 yuan, sourced from the company's own funds [8]. Group 5: Conclusion - The independent financial advisor concludes that all necessary procedures and disclosure obligations have been fulfilled regarding the lifting of restrictions and the buyback of shares, in compliance with relevant regulations [8].

Group 1 - The company held its 19th meeting of the third supervisory board on June 23, 2025, with all three supervisors present, confirming compliance with relevant regulations and company bylaws [1] - The supervisory board approved the adjustment of the grant price for the first portion of the 2023 restricted stock incentive plan, stating that the adjustment aligns with the relevant regulations [1][2] - The board also approved the adjustment of the number of shares eligible for vesting under the 2023 restricted stock incentive plan, confirming that the cancellation of unvested shares does not harm shareholder interests [2][3] Group 2 - The supervisory board confirmed that the first vesting period of the 2023 restricted stock incentive plan meets the vesting conditions, allowing 171 eligible participants to vest 2.577 million shares [3][4] - Legal opinions were obtained regarding the adjustments made to the incentive plan, ensuring compliance with applicable laws and regulations [2][4]

Group 1 - The core viewpoint of the announcement is the public disclosure and verification of the reserved grant list for the 2023 restricted stock incentive plan by the company [1][2] - The supervisory board confirms that no objections were raised during the public disclosure period regarding the reserved grant list for the incentive plan [1] - The supervisory board has verified that all individuals on the reserved grant list meet the qualifications set forth by relevant laws and regulations, as well as the company's articles of association [2] Group 2 - The announcement states that the reserved grant recipients do not fall under any disqualifying conditions as outlined in the management regulations [2] - The supervisory board concludes that the incentive plan's recipients are legally and effectively qualified to participate in the plan [2]