Securities code: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) securities abbreviation: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Announcement No.: 2022013 Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Announcement on the achievement of unlocking conditions in the first release period of some restricted stock incentive plans granted for the first time in 2021
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Number of shares unlocked this time: 448500 shares, accounting for 0.11% of the total shares of the company
Number of incentive objects meeting the conditions for lifting the sales restriction this time: 68
The company will release the announcement of unlocking the listing of restricted stocks before the listing and circulation of restricted stocks
On March 1, 2022, the 22nd Meeting of the second board of directors of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) (hereinafter referred to as “the company” or ” Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) “) and the 20th meeting of the second board of supervisors respectively deliberated and adopted the proposal on lifting the restrictions in the first lifting period of the first grant of the restricted stock incentive plan in 2021, The company’s restricted stock incentive plan in 2021 was granted for the first time, and the unlocking conditions of the first release period have been met. The relevant information is as follows:
1、 Decision making procedures and information disclosure performed
1. On January 9, 2021, the 14th meeting of the second board of directors of the company deliberated and approved the proposal on Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on formulating Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021. The independent directors of the company have expressed independent opinions on this incentive plan and other relevant proposals.
2. On January 9, 2021, the 12th meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on formulating Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan implementation assessment management method Proposal on verifying the list of incentive objects of the restricted stock incentive plan in Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021.
3. From January 12, 2021 to January 22, 2021, the company publicized it by sending emails to all employees and posting it on the company’s bulletin board. During the publicity period, the board of supervisors, the office of the board of directors and the human resources department of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On January 23, 2021, the board of supervisors of the company disclosed the publicity and verification opinions on the list of incentive objects of the restricted stock incentive plan in 2021.
4. On January 29, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on formulating Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan implementation assessment management measures The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, and the company disclosed the announcement on the self inspection report on the informed trading of the company’s shares with inside information of the restricted stock incentive plan in 2021.
5. On February 5, 2021, the company held the 15th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects for the first time in Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan and the proposal on the first time to grant restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the above-mentioned related matters. The board of directors of the company considered that the grant conditions specified in the incentive plan had been met and agreed to grant 1.633 million restricted shares to 83 incentive objects on February 5, 2021 as the first grant date. The board of supervisors of the company verified the list of incentive objects on the grant date and gave consent.
6. On March 16, 2021, the company completed the registration of the first grant of the company’s restricted stock incentive plan in 2021 in Shanghai Branch of China Securities Depository and Clearing Corporation Limited. The number of people actually granted by the company for the first time was 81, and the actual number granted was 1.62 million shares. On March 18, 2021, the company disclosed the announcement on the completion of the registration of the first grant of the restricted stock incentive plan in 2021.
7. From August 12, 2021 to August 22, 2021, the company publicized the names and positions of the incentive objects reserved and granted in the incentive plan in the form of sending emails to all employees of the company and posting on the company’s bulletin board. As of the expiration of the publicity period, the board of supervisors, the office of the board of directors and the human resources department of the company have not received any objection related to the incentive objects reserved and granted in this incentive plan.
8. On September 2, 2021, the company held the 19th meeting of the second board of directors and the 17th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects and the proposal on adjusting the grant price of reserved restricted shares in the 2021 restricted stock incentive plan. The company decided to reserve the grant date for September 2, 2021 and grant 400000 shares of restricted shares reserved by the company to 21 incentive objects. The independent directors expressed independent opinions on the above-mentioned related matters, and the board of supervisors issued verification opinions on this.
9. On October 8, 2021, the company completed the registration of the reserved part of the company’s 2021 restricted stock incentive plan in China Securities Depository and Clearing Co., Ltd. Shanghai Branch. The actual number of reserved shares granted by the company was 21, and the actual number of granted shares was 400000. On October 12, 2021, the company disclosed the announcement on the completion of the grant registration of the reserved part of the restricted stock incentive plan in 2021. 10. On March 1, 2022, the company held the 22nd Meeting of the second board of directors and the 20th meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and the proposal on lifting the restrictions during the first lifting period of the first granting of some restricted shares incentive plan in 2021. The conditions for lifting the restrictions in the first sales restriction period stipulated in the incentive plan of the company have been achieved, and the performance indicators and other conditions for lifting the restrictions have been achieved.
In addition, the company will repurchase and cancel a total of 125000 restricted shares that have been granted but not unlocked held by 13 resignation incentive objects such as sun Zhe and Li Dan. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors verified the achievement conditions for the lifting of restrictions on sales in the incentive plan and the repurchase and cancellation of some restricted shares.
2、 Description of the achievements of the lifting of the restrictions in the first restricted period of the equity incentive plan (I) achievements of the lifting of the restrictions in the restricted period
S / N: the conditions for lifting the restriction meet the conditions for lifting the restriction
Description of the situation
The company is not under any of the following circumstances:
(1) The financial report of the latest fiscal year was approved by the certified public accountant
Issue audit reports with negative opinions or unable to express opinions;
(2) The internal control over the financial report of the most recent fiscal year was not registered by the company. 1. The auditor issued an audit report with negative opinions or unable to express opinions; (3) failure to comply with laws, regulations and conditions in the last 36 months after listing.
The articles of association and public commitment to profit distribution;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
The incentive object does not have any of the following situations:
(1) A person who has been identified as inappropriate by the stock exchange within the last 12 months
Select;
(2) Recognized by China Securities Regulatory Commission and its dispatched offices in the last 12 months
Be identified as an inappropriate candidate;
The incentive object has not had this (3) it has been certified by China for major violations of laws and regulations in the last 12 months
2. The circumstances meet the requirements of lifting the administrative punishment of the China Securities Regulatory Commission and its dispatched offices or taking market entry prohibition measures
Conditions of sale.
Construction;
(4) Those who have the provisions of the company law shall not serve as directors or senior managers of the company
The situation of senior management personnel;
(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.
Company level performance assessment requirements: audited in 2021, company 3
1. The first period of lifting the sales restriction: the incentive cost is amortized based on the audited net profit of the company in 2020
With profit as the base, the growth rate of net profit in 2021 shall not be less than 20%; Note: “net profit” refers to the net profit before amortization of incentive cost and after deducting non recurring profit and loss, and the net profit after recurring profit and loss is taken as the calculation basis. 378132000 yuan. 2. If the company fails to meet the above performance assessment objectives, all incentive objects will increase by 22.36% compared with 2020, and the restricted shares to be lifted in the current assessment period shall not be lifted. If the restrictions are met, they shall be repurchased and cancelled by the company. Restricted conditions.
Performance assessment requirements of incentive object at the business department level:
1. The performance evaluation of the business department of the incentive object is divided into two aspects,
They are “ability index” and “human efficiency index”. “Capability indicators”
Based on the key indicators of the business department where the incentive object is assessed in the year
Line evaluation. The assessment indicators vary according to different business departments,
Including but not limited to conversion rate, click through rate, receivables and other indicators
Implementation. “Human efficiency index” is based on the year in which the incentive object is assessed
Evaluate the human efficiency of the business department. Require the business of the incentive object
At the business unit level, the human efficiency of the performance department has achieved positive growth compared with the previous fiscal year.
4. The assessment is up to standard and meets the requirements. 2. If the company meets the performance assessment indicators of a certain assessment year, and the business
Lift the restrictions on sales. If the ability index and human efficiency index at the department level meet the assessment requirements, then
The current year can be determined according to the performance evaluation of the incentive object at the individual level
The proportion of restricted shares whose sales restrictions are not lifted in the current year shall be determined by
The company repurchases and cancels according to the granted price; If the business unit level does not meet
If the appraisal requirements are met, the incentive objects in the business department can be solved in the current year
Restricted shares other than restricted shares cannot be released from the restriction, and the company shall grant them according to the
Write off of repurchase price.
3. If the company meets the performance appraisal indicators of a certain appraisal year, and the business
If the ability index and human efficiency index at the department level meet the assessment requirements, then
The current year can be determined according to the performance evaluation of the incentive object at the individual level
The proportion of restricted shares whose sales restrictions are not lifted in the current year shall be determined by
The company repurchases and cancels according to the granted price; If the business unit level does not meet
If the appraisal requirements are met, the incentive objects in the business department can be solved in the current year
Restricted shares other than restricted shares cannot be released from the restriction, and the company shall grant them according to the
Write off of repurchase price.
Performance appraisal requirements at individual level:
On the premise of meeting the performance assessment requirements of the company and business departments
Under this circumstance, the annual performance appraisal results of the company on the incentive objects will be used as the basis for lifting the sales restriction of the incentive plan granted for the first time in this incentive plan. The total number of incentive objects is 81. According to the company’s assessment methods, the performance of incentive objects is different at the individual level, of which 13 incentive objects are subdivided into three assessment levels. According to the following table, it is determined that the incentive objects do not have the proportion of lifting the sales restriction in the current year due to resignation: preparation for incentive qualification. Remaining 5
Assessment grade is good, qualified and unqualified 68 incentive objects assessment file a B C 2021 personal performance can be improved in the current year
