Securities code: 300586 securities abbreviation: Malion New Materials Co.Ltd(300586) Announcement No.: 2022-042 bond Code: 123057 bond abbreviation: Meilian convertible bonds
Malion New Materials Co.Ltd(300586)
Announcement on granting restricted shares to incentive objects
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.
Important content tips:
1. Restricted stock grant date: February 24, 2022.
2. Number of restricted stock grants: 5.1 million shares.
Malion New Materials Co.Ltd(300586) (hereinafter referred to as “the company” or ” Malion New Materials Co.Ltd(300586) “) the restricted stock grant conditions specified in the 2022 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) have been fulfilled. According to the authorization of the company’s second extraordinary general meeting in 2022, the company held the seventh meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors on February 24, 2022, The proposal on granting restricted shares to incentive objects was deliberated and passed. It was determined that the grant date of the incentive plan was February 24, 2022, and 5.1 million restricted shares were granted to 48 eligible incentive objects. The details are hereby announced as follows:
1、 Brief introduction of restricted stock incentive plan in 2022
(I) stock source of restricted stock granted
The incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company’s directional issuance of A-share common stock to the incentive object.
(II) the distribution of restricted shares granted by the plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the total number of shares (10000 shares) granted under the plan
Yi Dongsheng, director, President, China 60.00 11.54% 0.11% CFO
Duan Wenyong, director, vice president, China 55.00 10.58% 0.10%
Secretary of the board of directors
Zeng Zhennan, vice president, Hong Kong, China 55.00 10.58% 0.10%
Huang Kunyu assistant president China 10.00 1.92% 0.02%
Core management personnel and core technical (business) personnel 340.00 65.38% 0.65% (47 persons in total)
Total (51 persons) 520.00 100.00% 0.99%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company.
2. The incentive objects of this plan do not include independent directors, supervisors and foreigners.
3. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(III) ownership arrangement of the incentive plan
The vesting proportion of each batch of shares in the incentive plan is shown in the following table:
Ownership arrangement ownership time ownership proportion
The first vesting period is from the first trading day after 12 months from the date of grant to 30% of the date of grant
End of the last trading day within 24 months from
The second vesting period is from the first trading day after 24 months from the date of grant to 30% of the date of grant
The last trading day within 36 months from
The third vesting period is from the first trading day after 36 months from the date of grant to 40% of the date of grant
End of the last trading day within 48 months from
The restricted shares of this period that have not been vested within the above agreed period or cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested and shall be treated as invalid.
The restricted shares granted to the incentive object but not yet vested, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, are subject to the vesting conditions at the same time, and shall not be sold in the secondary market or transferred in other ways before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall also not be vested.
(IV) assessment conditions for the ownership of restricted shares
1. Company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in the attribution period
In the first vesting period, the net profit in 2022 shall not be less than 200 million yuan;
In the second vesting period, the net profit in 2023 shall not be less than 300 million yuan;
In the third vesting period, the net profit in 2024 shall not be less than 450 million yuan.
Note: the above “net profit” refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and excluding the data of share based payment expenses of equity incentive plan as the calculation basis.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects corresponding to the assessment plan in the current year shall not be attributed and shall be treated as invalid.
2. Performance appraisal requirements at business segment level
The actual amount of incentive objects in the current year is linked to the performance appraisal of their business segments in the previous year, and the performance appraisal contents, methods and objectives of each business segment are determined by the company. The restricted shares granted by the incentive plan shall be subject to performance assessment at the business sector level annually during the assessment period. The performance assessment at the business sector level must meet the standard as the attribution condition of the incentive objects in the sector.
If, during the vesting period, the current performance level of the business sector to which the incentive object belongs fails to meet the performance assessment objectives, all the restricted stocks planned to belong to the incentive object in the current year will be cancelled and invalid.
3. Performance appraisal requirements at individual level
The salary and assessment committee shall determine the assessment rating according to the individual performance assessment indicators of the incentive object, and determine the actual number of shares according to the assessment rating of the incentive object. The performance appraisal results of incentive objects are divided into four grades: excellent, good, qualified and unqualified. At that time, the actual number of shares of incentive objects will be determined according to the corresponding ownership proportion at the individual level in the following appraisal and rating table:
Assessment rating Excellent good qualified unqualified
Evaluation result s ≥ 90 > s ≥ 80 > s ≥ 60 s < 60
Ownership ratio 100% 50% 0
If the company meets the performance appraisal requirements of the company level and business sector level in the current year, the number of restricted shares actually owned by the incentive object in the current year = the number of individual planned ownership in the current year × Personal ownership ratio.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they will be invalid and cannot be deferred to future years.
2、 Relevant approval procedures for 2022 restricted stock incentive plan
(I) on February 8, 2022, the company held the sixth meeting of the Fourth Board of directors, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 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 2022 fixed-term stock incentive plan were reviewed and approved, The independent directors of the company expressed independent opinions on relevant matters.
On the same day, the company held the fourth meeting of the Fourth Board of supervisors, deliberated and approved the proposals related to the restricted stock incentive plan, verified and expressed opinions on relevant matters.
(II) from February 9, 2022 to February 18, 2022, the company publicized the names and positions of the incentive objects to be granted on the company’s official website. During the publicity period, the board of supervisors and relevant departments of the company did not receive any objection related to the proposed incentive objects of the incentive plan. After the expiration of the publicity period, the board of supervisors checked the list of incentive objects granted by the equity incentive plan and explained the publicity.
(III) on February 24, 2022, the company held the second extraordinary general meeting of shareholders in 2022 for deliberation, Passed the proposal on the company’s 2022 restricted stock incentive plan (Draft) > and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2022 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan, and agreed to the company’s implementation of the 2022 restricted stock incentive plan, At the same time, the board of directors is authorized to determine the grant date, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant.
(IV) on February 24, 2022, the company held the 7th Meeting of the 4th board of directors and the 5th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the incentive plan of restricted shares in 2022 and the proposal on granting restricted shares to incentive objects. The independent directors of the company expressed independent opinions on relevant matters, The board of supervisors verified and expressed opinions on the adjustment of the list of incentive objects granted by the restricted stock incentive plan in 2022 and the grant arrangement.
3、 Statement of the board of directors on meeting the conditions of grant
According to the provisions of the incentive plan, the incentive object can be granted restricted shares only when the following conditions are met at the same time:
(I) the company is not under 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 latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) 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. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
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 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 of the incentive plan have been met.
4、 Grant of restricted stock incentive plan in 2022
(I) grant date: February 24, 2022
(II) number of shares granted: 5.1 million
(III) number of persons granted: 48
(IV) grant price: 6.80 yuan / share
(V) the distribution of restricted shares granted by the plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the total number of shares (10000 shares) granted under the plan
Yi Dongsheng, director, President, China 60.00 11.76% 0.11% CFO
Duan Wenyong, director, vice president, Secretary of the board of directors of China 55.00 10.78% 0.10%
Zeng Zhennan, vice president, Hong Kong, China 55.00 10.78% 0.10%
Huang Kunyu assistant president China 10.00 1.96% 0.02%
Core management personnel and core technical (business) personnel 330.00 64.71%
