Securities code: 603713 securities abbreviation: Milkyway Chemical Supply Chain Service Co.Ltd(603713) Announcement No.: 2022-001 Milkyway Chemical Supply Chain Service Co.Ltd(603713)
Announcement on the release of restrictions and listing in the second release period of the company's restricted stock incentive plan in 2019
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:
The incentive objects that meet the conditions for lifting the sales restriction this time are 50;
The total number of restricted shares to be released this time is 562500, accounting for 0.34% of the current total share capital of the company;
Listing and circulation time of the unlocked shares: January 7, 2022
Milkyway Chemical Supply Chain Service Co.Ltd(603713) (hereinafter referred to as "the company") convened the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors on December 8, 2021, deliberated and adopted the proposal on reaching the conditions for lifting the restrictions during the second lifting period of the first granting of restricted stock incentive plan in 2019. In accordance with the relevant provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the company's 2019 restricted stock incentive plan (hereinafter referred to as the "incentive plan") and the authorization of the company's third extraordinary general meeting in 2019, The board of Directors believes that the conditions for the release of restrictions in the second release period granted by the company's restricted stock incentive plan in 2019 (hereinafter referred to as "the incentive plan") have been reached. The details are as follows:
1、 Approval and implementation of restricted shares of equity incentive plan
(i) Decision making procedures performed for restricted stock incentive plan
1. On October 28, 2019, the company held the 13th meeting of the second board of directors and deliberated and adopted the
<公司 2019 年限制性股票激励计划（草案）>
And its summary
<公司2019 年限制性股票激励计划实施考核管理办法>
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, which was agreed by the independent directors of the company, and the lawyer issued the corresponding legal opinion; On November 13, 2019, the company held the 15th meeting of the second board of directors and deliberated and adopted the
<公司 2019 年限制性股票激励计划（草案修订稿）>
And its summary
<公司 2019 年限制性股票激励计划实施考核管理办法（修订稿）>
The independent directors of the company expressed their independent opinions on this, and the lawyer issued the corresponding legal opinions.
2. On October 28, 2019, the company held the 8th meeting of the second board of supervisors and deliberated and adopted the
<公司 2019 年限制性股票激励计划（草案）>
And its summary
<公司2019 年限制性股票激励计划实施考核管理办法>
Proposal on
<公司 2019 年限制性股票激励计划首次授予激励对象名单>
Proposal of the; On November 13, 2019, the company held the ninth meeting of the second board of supervisors and deliberated and adopted the
<公司 2019 年限制性股票激励计划（草案修订稿）>
And its summary
<公司 2019 年限制性股票激励计划实施考核管理办法（修订稿）>
Proposal on
<公司 2019 年限制性股票激励计划首次授予激励对象名单（修订稿）>
The motion of the.
3. On November 14, 2019, the company publicized the names and positions of the incentive objects for 10 days from November 14, 2019 to November 23, 2019. During the publicity period, the board of supervisors of the company has not received any objection or adverse reaction from any organization or individual. On November 26, 2019, the company announced the statement of the Milkyway Chemical Supply Chain Service Co.Ltd(603713) board of supervisors on the verification opinions and publicity of the list of incentive objects (Revised) first granted under the restricted stock incentive plan in 2019 (Announcement No.: 2019-133).
4. On December 2, 2019, the company held the third extraordinary general meeting of shareholders in 2019 and deliberated and adopted the
<公司 2019 年限制性股票激励计划（草案修订稿）>
And its summary
<公司 2019 年限制性股票激励计划实施考核管理办法（修订稿）>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan. At the same time, the company conducted a self-examination on the trading of the company's shares by insiders within 6 months before the announcement of the draft incentive plan, and found no case of stock trading by using insider information, On December 3, 2019, the company disclosed the company's self inspection report on the trading of the company's shares by insiders of the restricted stock incentive plan in 2019 (Announcement No. 2019-136).
5. On December 2, 2019, the company held the 16th meeting of the second board of directors and the 10th meeting of the second board of supervisors respectively, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and agreed to determine December 2, 2019 as the first grant date of this equity incentive plan to grant 2.235 million restricted shares to 52 incentive objects, The grant price is 18.41 yuan / share. The independent directors of the company expressed their independent opinions.
6. On January 7, 2020, the company completed the first grant registration of the restricted stock incentive plan in 2019. In the process of signing the agreement and paying the funds after the grant date, three incentive objects voluntarily gave up subscribing for all or part of their corresponding restricted shares for personal reasons, totaling 62000 shares. The company finally completed the registration in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. in 2019, the number of restricted shares was 2263000 shares, and the actual grant objects were 51.
7. On December 1, 2020, the company held the 28th meeting of the second board of directors and the 19th meeting of the second board of supervisors respectively, deliberated and adopted the proposal on reaching the conditions for lifting the restrictions during the first lifting period of the first grant of restricted stock incentive plan in 2019. The independent directors of the company expressed their independent opinions. A total of 51 incentive objects met the conditions for lifting the restrictions, and the corresponding number of restricted shares lifted the restrictions was 565750 shares, accounting for 0.37% of the total share capital of the company at that time.
8. On December 8, 2021, the company held the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors respectively, deliberated and adopted the proposal on reaching the conditions for lifting the restrictions during the second lifting period of the first grant of restricted stock incentive plan in 2019. The independent directors of the company expressed their independent opinions.
（2） Restricted stock grants
Grant date grant price number of shares granted (shares) number of incentive objects granted
December 2, 2019 RMB 18.41/share 226300051
Note: the grant price, the number of shares granted and the number of incentive objects granted in the above table are the data when the restricted stock incentive plan in 2019 is actually granted.
（3） Unlocking of previous restricted stocks
On January 4, 2021, the company disclosed the announcement of Milkyway Chemical Supply Chain Service Co.Ltd(603713) on the release of restrictions and listing during the first release period of the company's restricted stock incentive plan in 2019 (Announcement No. 2021-001). 565750 restricted shares granted for the first time by the restricted stock incentive plan in 2019 were listed and circulated on January 7, 2021.
The lifting of restrictions on the sale of restricted shares is the second lifting of restrictions on the sale of restricted shares of the company's restricted stock incentive plan in 2019.
2、 Conditions for unlocking restricted shares of equity incentive plan
(i) Explanation on the expiration of the second restricted period for granting restricted shares
The second release period of restricted shares granted by the restricted stock incentive plan in 2019 is from the first trading day after 24 months from the date of granting some restricted shares for the first time to the last trading day within 36 months from the date of granting some restricted shares for the first time, and the release proportion is 25%.
The granting date of this restricted stock incentive plan is December 2, 2019, and the second restricted sale period for granting restricted shares has expired on December 3, 2021.
（2） Description of the achievement of the conditions for lifting the restrictions in the second lifting period of granting restricted shares
Conditions for lifting sales restrictions
(i) The company does not have any of the following circumstances: the company does not have the above circumstances, and the conditions for lifting the sales restriction are as follows: 1. The financial and accounting report of the most recent fiscal year has been registered. The accountant issues an audit report with a negative opinion or unable to express an opinion; 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. Failure to distribute profits in accordance with laws and regulations, the 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.
（2） The incentive object does not have any of the following circumstances: the incentive object does not have the above circumstances, and the conditions for lifting the sales restriction 1. It has been recognized as an unwell achievement by the stock exchange in the last 12 months.
Be a candidate; 2. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months; 3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months; 4. Having the circumstances stipulated in the company law that they are not allowed to serve as directors and senior managers of the company; 5. Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations; 6. Other circumstances recognized by the CSRC.
（3） Performance assessment requirements at the company level: according to the "Tian Zhi Ye Zi [2021] No. 11146" issued by Tianzhi International Certified Public Accountants (special general accounting firm, with the net profit in 2018 as the base and the net profit in 2020 as the partner), the mill length rate shall not be less than 70.24%. Kewei Chemical Supply Chain Service Co., Ltd. 2020 note: the above "net profit" refers to the audited audit report belonging to the listing degree, the completion of the company's performance in 2020: the net profit of the company's shareholders, However, excluding the impact of this and other incentives on the share based payment expenses of the company's net profit plan attributable to the shareholders of the listed company in 2020, the calculation basis is 288498851.75 yuan, which is due to this and other reasons in 2020. The recognized expense of equity settled share based payment caused by the incentive plan is 22064250.00 yuan. Excluding the impact of share based payment fees of this and other incentive plans, the net profit attributable to shareholders of Listed Companies in 2020 increased by 135.00% compared with 132156297.17 yuan in 2018.
（4） Performance appraisal requirements at the individual level of the incentive object: among the 51 incentive objects, Zhang Yanhong has left the incentive object for personal reasons. The individual level appraisal shall be implemented according to the company's internal performance and duties, and the corresponding restricted shares that can be released from sales restriction shall be implemented according to the relevant system of this performance appraisal. The individual evaluation of incentive objects will not lift the restriction on sales, and this part of restricted shares will be divided into "excellent", "good", "qualified" and "non company repurchase and cancellation" according to the public price results; the remaining 50 incentive objects will be qualified in 2020. The performance appraisal at the individual level meets the conditions for lifting the sales restriction.
On the premise of achieving the company's performance objectives, if the incentive object
The personal assessment result of the previous year was "excellent" or "good",
The incentive object shall lift the restriction on the sale of all its products in accordance with the provisions of the plan
Restricted shares granted; If the incentive object last year
If the appraisal result of the employee is "qualified" or "unqualified", the employee will be encouraged
The restricted shares that can be released in the current year corresponding to the appraisal object
The restriction on the sale of tickets shall not be lifted, and the incentive object shall not be lifted
The restricted shares of note shall be repurchased by the company at the grant price
Pin.
To sum up, the board of directors of the company believes that the conditions for the lifting of restrictions in the second lifting period of the first grant of restricted stock incentive plan in 2019 have been reached.
3、 Stock unlocking of incentive objects
Among the 51 incentive objects first granted by the company's restricted stock incentive plan in 2019, Zhang Yanhong has resigned for personal reasons. The restricted shares granted but not lifted will not be lifted, and this part of the restricted shares will be repurchased and cancelled by the company.
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