证券简称：欧菲光 证券代码：002456 上海荣正企业咨询服务（集团）股份有限公司 关于 欧菲光集团股份有限公司 （草案）及相关文件的修订事项 之 独立财务顾问报告 目 录 一、释义 指 欧菲光集团股份有限公司 司、上市公司 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）股份有限公司关于欧菲光集团股份 独立财务顾问报告 指 有限公司2024年第一期限制性股票与股票期权激励计划（草案）及相 关文件的修订事项之独立财务顾问报告》 欧菲光集团股份有限公司2024年第一期限制性股票与股票期权激励计 本激励计划、本计划 指 划 司一定数量股票的权利 根据本激励计划规定，获授权益的公司董事、高级管理人员，以及董 激励对象 指 激励对象根据本激励计划获授的限制性股票被禁止转让、用于担保、 限售期 指 元、万元 指 人民币元、人民币万元 二、声明 偿还债务的期间 根据本激励计划，激励对象所获限制性股票解除限售所必需满足的条 本独立财务顾问报告中，除非文义载明，下列简称具有如下含义： 欧 菲 光、 本公 司、 公 公司授予激励对象在未来一定期限内以预先确定的价格和条件购买公 股票期权 ...

Core Points - The company has completed the registration of the stock option incentive plan, granting 36.4543 million restricted shares at a price of 4.45 yuan per share, with the listing date set for June 21, 2024 [1][15] - The first phase of the incentive plan has undergone necessary approvals, including adjustments to the list of incentive recipients and the number of shares granted [2][3] - The first unlock period for the restricted shares has been achieved, allowing 1.061168 million shares to be released from restrictions, representing 0.3161% of the total share capital as of July 1, 2025 [3][6] Incentive Plan Details - The incentive plan involves granting stock options to 1,083 recipients, totaling 87.457 million options with an exercise price of 7.12 yuan per option [5][16] - Adjustments were made to the incentive plan due to 86 recipients leaving the company and 59 not meeting performance targets, resulting in the cancellation of 7.7466 million stock options [5][16] - The company has also repurchased and canceled 4.13564 million restricted shares from recipients who left or did not meet performance criteria [6][16] Performance Conditions - The performance conditions for the first unlock period required the company to achieve a net profit of at least 150 million yuan for 2024, while the actual net profit reported was 58.3818 million yuan [12][13] - The individual performance assessments for recipients were categorized, with those rated "D" facing restrictions on their shares, which would be repurchased at the grant price [12][14] Changes in Share Structure - Following the unlock of restricted shares, the company's share structure will reflect a decrease in restricted shares from 55.404 million to 44.792 million, while the total share capital remains at 3.357 billion shares [18][19] - The proportion of restricted shares in the total share capital will adjust accordingly, impacting the overall equity distribution within the company [18][19]

Core Points - The company has approved the first phase of its 2024 restricted stock and stock option incentive plan, granting 36.4543 million shares of restricted stock at a price of 4.45 yuan per share, with the listing date set for June 2024 [1][2][3] - A total of 1,083 eligible participants will receive stock options, with the first exercise price set at 7.12 yuan per share for 29.5168 million stock options, representing 0.89% of the company's total share capital [3][4][5] - The company has adjusted the list of incentive recipients and the number of shares granted due to resignations and performance evaluations, reducing the number of recipients from 1,212 to 1,174 and the total number of restricted shares from 40 million to 39.85 million [14][15][16] Summary by Sections Incentive Plan Approval - The board has approved the draft of the 2024 first phase restricted stock and stock option incentive plan, along with the management measures for its implementation [2][3] - The supervisory board confirmed the list of incentive recipients and the number of shares to be granted, with no objections raised during the public notice period [2][3] Performance Conditions and Adjustments - The first exercise period's performance conditions have been met, allowing 938 participants to exercise their options [5][6][9] - A total of 774.66 million stock options have been canceled due to resignations and unmet performance targets [5][14] Financial Impact - The exercise of stock options will not significantly impact the company's shareholding structure or the control of major shareholders [17][20] - The total share capital will increase from 3,328,207,790 shares to 3,357,724,590 shares if all options are exercised, with minimal effects on earnings per share and return on equity [17][20]