Shanghai Lily&Beauty Cosmetics Co.Ltd(605136)
Announcement on repurchase and cancellation of some restricted shares
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 restricted stock repurchases: 145000 shares
Repurchase price: the repurchase price of restricted shares granted for the first time is 14.55 yuan / share; The repurchase price of the reserved part of the granted restricted shares is 14.37 yuan / share
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 deliberated and adopted the proposal on repurchase and cancellation of some restricted shares respectively. According to the authorization of the first extraordinary general meeting of the company in 2021, Repurchase and cancel the restricted shares that have been granted to some incentive objects of the company’s restricted stock incentive plan in 2021 but have not been lifted. The relevant matters are hereby announced 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 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 measures Proposal on verifying the list of incentive objects of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan.
3. From January 12, 2021 to January 22, 2021, the company publicized it by sending emails to all employees and posting 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, 13 people, such as sun Zhe and Li Dan, who were granted incentives for the first time, resigned for personal reasons and did not meet the incentive conditions. The company plans to repurchase and cancel 125000 shares of all restricted shares held by them that have not been lifted at the grant price; Zhu Qiaoping, the incentive object reserved for grant, resigned for personal reasons and did not meet the incentive conditions. The company plans to repurchase and cancel a total of 20000 restricted shares held by him that have not been lifted, and 145000 restricted shares will be repurchased and cancelled this time.
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、 Reasons, quantity and price of restricted shares cancelled in this repurchase
According to the relevant provisions of the company’s incentive plan, 13 incentive objects, such as sun Zhe and Li Dan, left for personal reasons and did not meet the incentive conditions. The company plans to repurchase and cancel 125000 shares of all restricted shares held by them that have not been lifted at the grant price; Zhu Qiaoping, the incentive object reserved for grant, resigned for personal reasons and did not meet the incentive conditions. The company plans to buy back and cancel a total of 20000 restricted shares held by him that have not been lifted according to the grant price. 145000 restricted shares will be repurchased and cancelled this time.
Among them, the repurchase price of restricted shares granted for the first time is 14.55 yuan / share; The repurchase price of the reserved restricted shares granted is 14.37 yuan / share, and the capital source of this repurchase is the company’s own funds.
According to the authorization of the company’s first extraordinary general meeting of shareholders in 2021, the general meeting of shareholders of the company authorizes the board of directors to handle, including but not limited to the cancellation of the restricted shares of incentive objects, the repurchase and cancellation of restricted shares of incentive objects that have not been lifted, and the compensation and inheritance of restricted shares of deceased incentive objects that have not been lifted, Therefore, the repurchase and cancellation of some restricted shares need not be submitted to the general meeting of shareholders for deliberation.
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan, if the incentive object leaves for personal reasons, the restricted shares granted to the incentive object but not lifted shall not be lifted, and the company shall repurchase and cancel them at the grant price. After the restricted shares granted to the incentive object are registered, if the company has matters such as converting capital reserve into share capital, distributing stock dividends, splitting shares, allotment, reduction of shares, dividend distribution, etc., the company shall make corresponding adjustments to the repurchase quantity and price of the restricted shares that have not been lifted.
3、 Expected changes in the company’s equity structure before and after the repurchase
After the completion of the repurchase and cancellation of restricted shares, 145000 shares of the company will be reduced, and the changes of shares are as follows:
Number of shares before the change and class of shares after the change
Quantity (shares) (shares) quantity (shares)
1、 Restricted tradable shares 206377049 – 1450 Hongrun Construction Group Co.Ltd(002062) 32049
IPO restricted flow
2043570490204357049 shares
Restricted sales flow of equity incentive 2020000 – 1450001875000 shares II. Unlimited sales conditions
1956529510195652951 shares
3、 Total share capital 402030000 – 145 Tangshan Jidong Cement Co.Ltd(000401) 885000
Note: the above changes in share capital structure shall be subject to the share capital structure table issued by zhongdeng Shanghai branch after the completion of repurchase and cancellation.
4、 Impact of this adjustment on the company
This adjustment complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan, and conforms to the actual situation of the company, and will not have a material impact on the financial status and operating results of the company. It will not affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and create value for shareholders. 5、 Opinions of independent directors
Upon review, the independent directors believe that:
1. According to the relevant provisions of the 2021 restricted stock incentive plan of Shanghai Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Cosmetics Co., Ltd., 13 incentive objects, such as sun Zhe and Li Dan, have resigned for personal reasons for the first time, which has not met the incentive conditions. The company plans to repurchase and cancel 125000 shares of all the restricted shares that have not been lifted at the grant price; Zhu Qiaoping, the incentive object reserved for grant, resigned for personal reasons and did not meet the incentive conditions. The company plans to buy back and cancel a total of 20000 restricted shares held by him that have not been lifted according to the grant price. 145000 restricted shares will be repurchased and cancelled this time, which complies with the provisions of relevant laws and regulations.
2. This adjustment is within the scope of authorization given to the board of directors by the company’s first extraordinary general meeting in 2021. The adjustment procedure is legal and compliant, without any damage to the interests of the company and all shareholders, and in line with the provisions of the measures for the administration of equity incentive of listed companies and the Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan, There is no situation that damages the interests of the company and all shareholders.
In conclusion, the independent directors agree to the cancellation of this repurchase.
6、 Opinions of the board of supervisors
After deliberation, the board of supervisors held that: according to the relevant provisions of the Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan, 13 incentive objects, including sun Zhe and Li Dan, resigned for personal reasons for the first time and did not meet the incentive conditions. The company plans to buy back and cancel 125000 restricted shares held by them at the grant price; Zhu Qiaoping, the incentive object reserved for grant, resigned for personal reasons and did not meet the incentive conditions. The company plans to buy back and cancel a total of 20000 restricted shares held by him that have not been lifted according to the grant price. 145000 restricted shares will be repurchased and cancelled this time, which complies with the provisions of relevant laws and regulations and does not harm the interests of the company and all shareholders. Therefore, the board of supervisors agreed to repurchase and cancel 145000 restricted shares that have been granted but have not been lifted.
7、 Concluding observations of legal opinions
According to the legal opinion issued by Shanghai Fangda law firm, as of the date of issuance of the legal opinion, the company has obtained the necessary approval and authorization for the cancellation of this repurchase, which is in line with the relevant provisions of the management measures and the incentive plan. The company still needs to fulfill the obligation of information disclosure in accordance with the law on this repurchase cancellation, and go through the relevant procedures of capital reduction and share cancellation registration; The cancellation of this repurchase does not violate the relevant provisions of the administrative measures and the incentive plan.
It is hereby announced.
Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) board of directors March 3, 2022
