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2025年05月07日 星期三
恒玄科技股份有限公司第二届董事会第十七次会议决议
**Announcement of Adjustment to the Grant Price of Restricted Stock Incentive Plans for 2022 and 2023**
**I. Adjustment Background and Results**
1. **Adjustment Rationale**
According to the relevant provisions of the 2022 Restricted Stock Incentive Plan ("RSIP") and the 2023 RSIP, if there are events such as capital公积转增股本、派送股票红利、股份拆细、配股、缩股或派息 between the date of announcement of the plans and the completion of the registration of restricted stock grants for eligible participants, the grant price of the restricted stocks shall be adjusted accordingly.
The Company held its 2024 First Temporary Shareholders' Meeting on November 12, 2024, where the Proposal for the Profit Distribution Plan for the First Three Quarters of 2024 was approved. On December 5, 2024, the Company issued the "Announcement on Implementation of Equity Distribution for the First Three Quarters of 2024" (Announcement No.: 2024-061). It was announced that as of close of trading on December 11, 2024, all shareholders who were registered with China Securities Depository and Clearing Corporation Limited Shanghai Branch would receive a cash dividend of RMB 0.76 per share (taxable).
2. **Adjustment Methodology**
In accordance with the "Draft of the 2022 RSIP" and the "Draft of the 2023 RSIP", the adjustment method for the grant price is as follows:
\( P = P_0 - V \)
Where:
\( P_0 \) = Pre-adjustment grant price;
\( V \) = Dividend per share;
\( P \) = Post-adjustment grant price. After adjustment, \( P \) must remain greater than 1.
Based on the above formula:
- For the 2022 RSIP, the adjusted grant price = RMB 99.50 - RMB 0.76 = RMB 98.74 per share;
- For the 2023 RSIP (including reserved allocation), the adjusted grant price = RMB 64.84 - RMB 0.76 = RMB 64.08 per share.
**II. Impact of the Adjustment on the Company**
The adjustment to the grant prices of the 2022 and 2023 RSIPs will not have a material impact on the Company's financial status or operating results. It will not affect the stability of the core team or the continued implementation of the equity incentive plan.
**III. Opinion of the Supervisory Committee**
The supervisory committee believes that the adjustment to the grant prices of the 2022 and 2023 RSIPs complies with relevant provisions of the "Company Law", "Securities Law", and other applicable laws and regulations, as well as the Articles of Association. The adjustment is reasonable and fair, reflecting the alignment between equity incentives and long-term interests, which is conducive to the Company's sustainable development.
**IV. Legal Opinion**
Shanghai Jincheng Liangying Law Firm has issued a legal opinion confirming that the adjustment procedures comply with applicable laws, regulations, and regulatory requirements, and that all necessary steps have been taken in accordance with the Articles of Association and the plans.
**V. Conclusion**
This announcement is made by the Board of Directors of Huaxun Technology (Shanghai) Co., Ltd. on December 5, 2024.
**Huaxun Technology (Shanghai) Co., Ltd.**
Board of Directors
责编：诗婷婷
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