Securities code: 300586 securities abbreviation: Malion New Materials Co.Ltd(300586) Announcement No.: 2022-041 bond Code: 123057 bond abbreviation: Meilian convertible bonds
Malion New Materials Co.Ltd(300586)
Announcement on matters related to the adjustment of the restricted stock incentive plan in 2022
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.
Malion New Materials Co.Ltd(300586) (hereinafter referred to as “the company” or ” Malion New Materials Co.Ltd(300586) “) held the 7th Meeting of the 4th board of directors and the 5th meeting of the 4th board of supervisors on February 24, 2022, and deliberated and adopted the proposal on matters related to adjusting the incentive plan of restricted stocks in 2022. The details are hereby announced as follows:
1、 Relevant approval procedures for 2022 restricted stock incentive plan
1. 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.
2. 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.
3. On February 24, 2022, the company held the second extraordinary general meeting of shareholders in 2022, 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 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 approved, and the company was approved to implement 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.
4. 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.
2、 Description of this adjustment
Since three of the incentive objects involved in the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan” or “this incentive plan”) voluntarily give up the restricted shares to be granted to them by the company for personal reasons, the board of directors of the company, in accordance with the authorization of the second extraordinary general meeting of shareholders in 2022, It is decided to adjust the list of incentive objects and the number of awards granted under the restricted stock incentive plan. The total number of restricted shares involved in the above is 100000, and the restricted shares involved shall be disposed of as invalid. After adjustment, the number of restricted shares to be granted in this restricted stock incentive plan is adjusted from 5.2 million shares to 5.1 million shares, and the number of incentive objects to be granted in this restricted stock incentive plan is adjusted from 51 to 48.
In addition, the incentive objects to be granted restricted shares and the number of rights and interests granted are consistent with those specified in the incentive plan deliberated and adopted at the second extraordinary general meeting of the company in 2022. According to the authorization of the second extraordinary general meeting of shareholders in 2022, the matters related to this adjustment belong to the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders of the company for deliberation.
After adjustment, the list and distribution of incentive objects of the incentive plan are as follows:
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% 0.63% (44 persons in total)
Total (48 persons) 510.00 100.00% 0.97%
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.
3、 Impact of this adjustment on the company
This adjustment complies with the relevant provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the incentive plan. The adjustment of the company’s 2022 restricted stock incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Opinions of the board of supervisors
After deliberation, this adjustment meets the requirements of the restricted stock incentive plan for 2022 (Draft) and relevant laws and regulations, and will not damage the interests of the company and minority shareholders. The adjusted incentive objects are the persons determined in the restricted stock incentive plan deliberated and approved by the company’s second extraordinary general meeting in 2022, which meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and other normative documents, and their subject qualification as the incentive object of this restricted stock incentive plan is legal and effective.
5、 Opinions of independent directors
After careful review, the independent directors of the company believe that the matters related to the adjustment of the list of incentive objects and the number of awards of the restricted stock incentive plan comply with the provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies and so on, In line with the provisions of the 2022 restricted stock incentive plan (Draft) and the articles of association, the decisions made have fulfilled the necessary procedures and will not harm the interests of the company and minority shareholders.
To sum up, the independent directors of the company unanimously agree that the company will adjust the list of incentive objects and the number of awards of the restricted stock incentive plan in 2022 accordingly.
6、 Conclusion of lawyer’s legal opinion
After verification, the lawyer believes that as of the date of issuance of this legal opinion, the adjustment and grant of the incentive plan of the company have obtained the necessary approval and authorization at this stage; The adjustment and grant of the company’s incentive plan comply with the relevant provisions of the administrative measures and the 2022 restricted stock incentive plan (Draft); The granting conditions of this incentive plan of the company have been fulfilled, and the granting of restricted shares by the company to eligible incentive objects complies with the relevant laws and regulations such as the company law, the securities law, the administrative measures and the relevant provisions of the 2022 restricted stock incentive plan (Draft); The grant of this incentive plan still needs to fulfill the corresponding information disclosure obligations and handle the grant registration according to law.
7、 Concluding observations of the independent financial adviser
After verification, the independent financial adviser believes that Malion New Materials Co.Ltd(300586) this restricted stock incentive plan has obtained the necessary approval and authorization, and the adjustment and determination of the granting date, price, object and quantity of restricted stock are in line with the provisions of the company law, securities law, administrative measures and other laws, regulations and normative documents, Malion New Materials Co.Ltd(300586) there are no circumstances that do not meet the adjustment and grant conditions specified in the company’s 2022 restricted stock incentive plan.
8、 Documents for future reference
1. Resolutions of the 7th Meeting of the 4th board of directors of the company;
2. Resolutions of the 5th meeting of the 4th board of supervisors of the company;
3. Independent directors’ independent opinions on matters related to the seventh meeting of the Fourth Board of directors;
4. Verification opinions of the board of supervisors on the list of incentive objects of the restricted stock incentive plan in 2022 (grant date);
5. Legal opinions of Guohao law firm (Shenzhen) on the adjustment and grant of restricted stock incentive plan in Malion New Materials Co.Ltd(300586) 2022;
6. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the adjustment and grant of restricted stock incentive plan in Malion New Materials Co.Ltd(300586) 2022.
It is hereby announced.
Malion New Materials Co.Ltd(300586) board of directors February 25, 2022
