Securities abbreviation: Malion New Materials Co.Ltd(300586) securities code: 300586 Malion New Materials Co.Ltd(300586)
Restricted stock incentive plan for 2022
(Draft) summary
Malion New Materials Co.Ltd(300586)
February, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents in accordance with the law.
All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 The incentive plan is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws and regulations Normative documents and the Malion New Materials Co.Ltd(300586) articles of association. 2、 The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The source of stock is Malion New Materials Co.Ltd(300586) (hereinafter referred to as “the company” or “the company”) to issue A-share common stock to the incentive object.
3、 The total amount of restricted shares to be granted to the incentive objects in the incentive plan is 5.2 million shares, accounting for about 0.99% of the total share capital of the company, 524473683 shares. This grant is a one-time grant without reserved rights and interests. From the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, etc., the ownership number of restricted shares will be adjusted accordingly according to the relevant provisions of the incentive plan.
4、 The grant price of restricted shares granted to the incentive object in the incentive plan is 6.80 yuan / share.
5、 The incentive plan is granted to no more than 51 incentive objects, including directors, senior managers, core managers and core technical (business) personnel who served in the company (including branches and holding subsidiaries) when the company announced the incentive plan. (excluding independent directors, supervisors and foreigners).
6、 The validity period of this incentive plan is from the date of grant of restricted shares to the date of all vesting or invalidation, with a maximum of 48 months. The restricted shares granted to the incentive object will be vested in several times according to the agreed proportion, and each equity vesting shall be subject to meeting the corresponding vesting conditions.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects of this incentive plan do not include the company’s supervisors and independent directors. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange, and there are no following circumstances that may not be the incentive object:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(IV) the company law of the people’s Republic of China stipulates that senior managers shall not serve as directors;
(V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 Within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders, the company will convene the board of directors in accordance with relevant regulations to carry out relevant procedures such as granting and announcement of restricted shares to incentive objects. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid. 12、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principles of this incentive plan 2 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of restricted shares 6 Chapter VI validity period, grant date, ownership arrangement and lock up period of this incentive plan Chapter VII grant price and determination method of restricted shares Chapter VIII conditions for granting and vesting restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter 10 accounting treatment of restricted stocks Chapter 11 handling of changes in the company / incentive object 18 Chapter XII Supplementary Provisions Unless otherwise specified, the following abbreviations are interpreted as follows: Malion New Materials Co.Ltd(300586) , the company, the public company and the listed company
This incentive plan and this plan refer to the restricted stock incentive plan in 2022
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the corresponding attribution conditions
According to the provisions of this incentive plan, the directors, senior managers, core managers and core technical (business) personnel of the company (including branches and subsidiaries of the incentive object) who obtain restricted shares
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the restricted stock
The vesting date of the stock refers to the date on which the vesting conditions of the stock must be met after the completion of the stock registration
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
Regulatory guide No. 1 refers to the self regulatory guide No. 1 – business handling of companies listed on the gem of Shenzhen Stock Exchange
Articles of association means the Malion New Materials Co.Ltd(300586) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the plan, it is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to further improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company’s development strategy and business objectives, on the premise of fully protecting the interests of shareholders, In accordance with the principle of matching income and contribution, this incentive plan is formulated in accordance with the company law, securities law, administrative measures, listing rules, regulatory guide No. 1 and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and shall express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects. Independent directors will solicit entrusted voting rights from all shareholders for this incentive plan.
If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive object to be granted rights and interests set in the equity incentive plan have been met. If the rights granted by the company to the incentive object are different from the arrangement of this incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the vesting of the restricted shares granted to the incentive object, the independent directors and the board of supervisors shall express clear opinions on whether the vesting conditions of the incentive object set in the equity incentive plan have been achieved.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, regulatory guide No. 1 and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects involved in this incentive plan are directors, senior managers, core managers and core technical (business) personnel of the company (including branches and holding subsidiaries). The above incentive objects are managers and technical (business) backbone who have a direct impact on the company’s business performance and future development, which is in line with the purpose of this incentive plan. For those who meet the scope of incentive objects of the incentive plan, the salary and assessment committee of the board of directors of the company shall draw up a list, which shall be verified and determined by the board of supervisors of the company.
2、 Scope of incentive objects
The incentive plan plans to grant 51 incentive objects, including:
1. Directors and senior managers;
2. Core management personnel and core technical (business) personnel.
The incentive objects involved in this incentive plan do not include independent directors and supervisors. Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company (including branches and holding subsidiaries) when the company grants restricted shares and within the assessment period specified in the incentive plan.
The above incentive objects include Mr. Huang Kunyu, the son of Huang Weishan, the controlling shareholder and actual controller of the company. As the assistant to the president of the company, Mr. Huang Kunyu belongs to the core manager of the company and has a certain impact on the company’s future operation and management, enterprise development and other major decisions. Therefore, it is in line with the incentive plan to take Mr. Huang Kunyu as the incentive object
