Securities code: 301037 securities abbreviation: Shanghai Baolijia Chemical Co.Ltd(301037) Announcement No.: 2022-015 Shanghai Baolijia Chemical Co.Ltd(301037)
About the incentive objects of restricted stock incentive plan in 2021
Announcement of the first grant of restricted shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. Special tips:
1. The first grant date of restricted shares: February 8, 2022;
2. Number of restricted shares granted for the first time: 1587500 restricted shares to be granted for the first time, accounting for 1.76% of the total share capital of the company on the date of this announcement, including 1222700 restricted shares of class I and 364800 restricted shares of class II for the first time; 3. Equity incentive methods: the first type of restricted stock and the second type of restricted stock; 4. Initial grant price of restricted shares: the initial grant price of class I restricted shares and class II restricted shares is 13.84 yuan / share;
Shanghai Baolijia Chemical Co.Ltd(301037) (hereinafter referred to as “the company”) the conditions for the first grant of Restricted Shares specified in the 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan” and “the incentive plan”) have been fulfilled. According to the authorization of the first extraordinary general meeting of shareholders in 2022, The company held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors on February 8, 2022, deliberated and adopted the proposal on the first grant of restricted shares to the incentive objects of the 2021 restricted stock incentive plan, and determined that the first grant date of restricted shares was February 8, 2022. The relevant matters are described as follows: I. brief description of the restricted stock incentive plan and the relevant approval procedures that have been performed (I) brief description of the incentive plan
1. Stock source
The stock source of this incentive plan is the company’s RMB A-share common stock issued by the company to the incentive object.
2. Objects and number of restricted shares granted
(1) A total of 45 incentive objects were granted for the first time, including directors, senior managers, middle managers and core technicians who worked in the company (including subsidiaries, the same below) when the company announced the incentive plan. The incentive objects include Ms. Yang Huijing, the shareholder who separately holds more than 5% of the shares of the company and the actual controller of the company. Excluding independent directors, supervisors and foreign employees of the company.
(2) The number of restricted shares to be granted to the incentive objects in the incentive plan is 1802000 shares, accounting for 2.00% of the total share capital of the company on the announcement date of the draft incentive plan of 90.1 million shares. Among them, 1587500 restricted shares were granted for the first time, accounting for 1.76% of the total share capital of the company on the announcement date of the draft incentive plan and 88.10% of the total number of restricted shares to be granted in the incentive plan; 214500 restricted shares are reserved for grant, accounting for 0.24% of the total share capital of the company on the announcement date of the draft incentive plan and 11.90% of the total number of restricted shares to be granted in the incentive plan.
The incentive plan plans to grant 1346000 class I restricted shares, accounting for 1.49% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 1222700 class I restricted shares were granted for the first time, accounting for 1.36% of the total share capital of the company on the announcement date of the draft incentive plan and 90.84% of the total number of class I restricted shares to be granted in the incentive plan; The reserved class I restricted shares are 123300 shares, accounting for 0.14% of the total share capital of the company on the announcement date of the draft incentive plan and 9.16% of the total number of class I restricted shares to be granted in the incentive plan.
The incentive plan plans to grant 456000 class II restricted shares, accounting for 0.51% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 364800 class II restricted shares were granted for the first time, accounting for 0.40% of the total share capital of the company on the announcement date of the draft incentive plan and 80.00% of the total number of class II restricted shares to be granted in the incentive plan; The reserved class II restricted shares are 91200 shares, accounting for 0.10% of the total share capital of the company on the announcement date of the draft incentive plan and 20.00% of the total number of class II restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
3. Sales restriction period and release of sales restriction / ownership arrangement of the incentive plan
The restrictions on the sale of the first class of restricted shares granted for the first time in the incentive plan will be lifted in three phases after the expiration of 12 months from the date of grant, with the proportion of lifting the restrictions in each phase being 30%, 30% and 40% respectively. The restrictions on the sale of the reserved first class of restricted shares will be lifted in two phases after the expiration of 12 months from the date of grant, with the proportion of lifting the restrictions in each phase being 50% and 50% respectively.
The class II restricted shares granted for the first time in the incentive plan shall be vested in three phases after the expiration of 12 months from the grant date, and the proportion of each phase shall be 30%, 30% and 40% respectively. The reserved class II restricted shares shall be vested in two phases after the expiration of 12 months from the grant date, and the proportion of each phase shall be 50% and 50% respectively.
The lifting of restrictions / ownership arrangement and performance evaluation objectives of restricted shares granted for the first time are shown in the table below:
Target value of net profit after lifting sales restriction / attributable safety target value of operating revenue
Index weight 50%
The first is to lift the sales restriction/
The net profit in 2022 shall not be less than RMB 90 million, and the operating income in 2022 shall not be less than RMB 3 billion
The second lifting of restrictions on sales / the cumulative net profit from 2022 to 2023 shall not be less than 220 million yuan and the cumulative operating income from 2022 to 2023 shall not be less than 7 billion yuan
The third lifting of restrictions on sales / the cumulative net profit from 2022 to 2024 shall not be less than 400 million yuan in the three-year attribution period from 2022 to 2024, and not less than 12 billion yuan in total
The release of restrictions / ownership arrangement and performance evaluation objectives of restricted shares reserved for grant are shown in the table below:
Target value of net profit after lifting sales restriction / attributable safety target value of operating revenue
Ranking index weight 50% index weight 50%
The first lifting of restrictions on sales / the cumulative net profit of the two years from 2022 to 2023 shall not be less than 220 million yuan in the two years from 2022 to 2023, and not less than 7 billion yuan in the cumulative period
The second lifting of restrictions on sales / the cumulative net profit from 2022 to 2024 shall not be less than 400 million yuan in the three-year attribution period from 2022 to 2024, and the cumulative amount shall not be less than 12 billion yuan
The target value of each release / vesting period reaches
Performance evaluation indicators correspond to the lifting of sales restriction / attribution coefficient
Achieve 100%
Net profit
0% not reached
Achieve 100%
business income
0% not reached
Company level releasable restriction / attribution ratio m = releasable restriction / attribution coefficient corresponding to net profit * 50% + releasable restriction / attribution coefficient corresponding to operating revenue * 50%
Note: 1. The above “operating income” refers to the audited operating income of the listed company.
2. The above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, but the value excluding the impact of share based payment fees of this and other incentive plans shall be used as the calculation basis. (II) relevant review procedures for performance
1. On December 30, 2021, the company held the fourth meeting of the third board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan were reviewed and adopted, The independent directors of the company have expressed their independent opinions on matters related to the equity incentive plan.
On the same day, the company held the fourth meeting of the third board of supervisors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects first granted by the company’s 2021 restricted stock incentive plan were reviewed and approved, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. The company publicizes the names and positions of the incentive objects granted for the first time within the company, and the publicity period is from December 31, 2021 to January 10, 2022. During the publicity period, the board of supervisors of the company did not receive any objection about the proposed incentive objects, and disclosed the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (Announcement No.: 2022-002) on January 11, 2022.
The company’s 2021 restricted stock incentive plan was approved in the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan. On the same day, it also disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2022-005). 4. On February 8, 2022, the company held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors respectively, deliberated and passed the proposal on the first grant of restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The board of directors agreed that the first grant date of restricted shares was February 8, 2022, It is determined to grant 1587500 restricted shares to 45 eligible incentive objects at the initial grant price of 13.84 yuan / share, including 1222700 restricted shares of class I and 364800 restricted shares of class II for the first time. The independent directors of the company expressed their independent opinions on this. The board of supervisors verified the list of incentive objects granted restricted shares this time and issued verification opinions. The lawyer issued a legal opinion and the financial consultant issued an independent financial consultant report. 2、 Statement of the board of directors on meeting the conditions of grant
According to the provisions of the conditions for granting restricted shares in the incentive plan, the company grants restricted shares to the incentive object only when the following conditions are met at the same time: (1) the company does not have any of the following circumstances:
1. The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Within the last 36 months after listing, there have been cases where the company has not publicly committed to profit distribution in accordance with laws and regulations and the articles of Association;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
（2） The incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
3. 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;
4. Having the circumstances that the company law of the people’s Republic of China (hereinafter referred to as the “company law”) stipulates that he shall not serve as a director or senior manager of the company;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company believes that neither the company nor the incentive object has occurred or does not belong to any of the above circumstances, and the granting conditions specified in the incentive plan have been met. 3、 The first award of this incentive plan
(I) first grant date: February 8, 2022
(II) number of First grants: 1222700 class I restricted shares were granted for the first time, accounting for the public interest on the date of this announcement
