Securities code: 600206 securities abbreviation: Grinm Advanced Materials Co.Ltd(600206) Announcement No.: 2022-001 Grinm Advanced Materials Co.Ltd(600206)
Announcement on unlocking and listing of restricted shares in the third phase of equity incentive plan
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 shares lifted this time: 2475200 restricted shares were lifted in the third phase of the restricted stock incentive plan in 2017.
● listing and circulation time of the unlocked shares: January 19, 2022
1、 Approval and implementation of this incentive plan
(I) on October 16, 2017, the 39th meeting of the sixth board of directors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan. On the same day, the 20th meeting of the sixth board of supervisors of the company considered the above proposal and verified the list of incentive objects of the company’s equity incentive plan. The independent directors of the company expressed independent opinions on the equity incentive plan.
(II) on November 7, 2017, the company received the reply of the state owned assets supervision and Administration Commission of the State Council on Grinm Advanced Materials Co.Ltd(600206) implementing the first phase of restricted stock incentive plan (gzkp [2017] No. 1133) forwarded by Beijing Nonferrous Metals Research Institute (xianxianyan Technology Group Co., Ltd.), The state owned assets supervision and Administration Commission of the State Council agrees in principle with the company’s implementation of the restricted stock incentive plan and the performance evaluation objectives of the company’s restricted stock incentive plan.
(III) the company publicized the list of incentive objects on the bulletin board from November 3, 2017 to November 13, 2017. During the publicity period, the board of supervisors of the company did not receive any questions from anyone about the proposed incentive objects. The board of supervisors checked the list of incentive objects granted by the incentive plan. For details, please refer to the announcement and verification opinions of the board of supervisors on the list of incentive objects of restricted stock incentive plan disclosed by the company on November 18, 2017.
(IV) on November 24, 2017, the third extraordinary general meeting of the company in 2017 deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan. On November 24, 2017, the company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan, and disclosed the self-examination report on the trading of the company’s shares by insiders of the company’s restrictive incentive plan.
(V) on December 5, 2017, the 42nd meeting of the sixth board of directors and the 22nd Meeting of the sixth board of supervisors deliberated and adopted the proposal on adjusting the list and number of incentive objects granted by the company’s restricted stock incentive plan and the proposal on granting restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
(VI) on January 17, 2018, the company completed the registration procedures of restricted shares granted by the incentive plan and received the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch. On January 19, 2018, the announcement on the granting results of restricted stock incentive plan was disclosed on the website of Shanghai Stock Exchange.
(VII) on February 1, 2019, the 8th meeting of the 7th board of directors of the company deliberated and approved the proposal on the company’s repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 213600 restricted shares granted by Cui Yue and others but not lifted. The independent directors of the company expressed their agreed independent opinions.
(VIII) on July 30, 2019, the 13th meeting of the seventh board of directors of the company deliberated and approved the proposal on the second batch of repurchase and cancellation plan of restricted shares and the adjustment of the first batch of repurchase and cancellation plan of restricted shares, and agreed to repurchase and cancel 183400 restricted shares that have been granted but have not been lifted, The independent directors of the company expressed their independent opinions.
(IX) on December 26, 2019, the company held the seventh meeting of the remuneration and assessment committee of the seventh board of directors, considered that the subject qualification of the company’s incentive objects was legal and effective, and the assessment indicators met the conditions for lifting the sales restriction, and agreed to go through the relevant procedures for lifting the sales restriction of the first phase incentive plan.
(x) on December 31, 2019, the 67th meeting of the first board of directors of Youyan Technology Group Co., Ltd. deliberated and approved the proposal on the achievement of the first phase of the company’s restricted stock incentive plan in 2017, and agreed that the company would go through the formalities of lifting the restrictions on the first phase of restricted shares of incentive objects in accordance with relevant regulations.
（11） On January 19, 2020, the 18th extraordinary meeting of the seventh board of directors of the company deliberated and adopted the proposal on the company’s repurchase and cancellation of some restricted shares, agreed to repurchase and cancel 60400 restricted shares granted to the transferees but not lifted, and the independent directors of the company expressed their independent opinions.
（12） On January 22, 2020, the 19th extraordinary meeting of the seventh board of directors of the company deliberated and approved the proposal on the achievement of the first phase of the company’s restricted stock incentive plan in 2017, and agreed that the company would go through the formalities of lifting the restrictions on the sale of 2699400 restricted shares of 124 incentive objects in accordance with relevant regulations, The independent directors of the company expressed their independent opinions.
（13） On February 7, 2020, the company issued the announcement on the first phase unlocking and listing of restricted shares under the Grinm Advanced Materials Co.Ltd(600206) equity incentive plan, which determined that the listing and circulation time of the first unlocked shares under the 2017 restricted stock incentive plan was February 12, 2020.
（14） On January 6, 2021, the company held the ninth meeting of the remuneration and assessment committee of the seventh board of directors, considered that the subject qualification of the company’s incentive objects was legal and effective, and the assessment indicators met the conditions for lifting the sales restriction, and agreed to go through the relevant procedures for lifting the sales restriction of the second phase incentive plan.
（15） On January 11, 2021, Youyan Technology Group Co., Ltd. deliberated and approved the proposal on the achievement of the second phase of the company’s restricted stock incentive plan in 2017, and agreed to go through the procedures for lifting the restrictions on the second phase of the restricted stock of the incentive object in accordance with relevant regulations.
（16） On January 15, 2021, the 25th meeting of the seventh board of directors of the company deliberated and adopted the proposal on the company’s repurchase and cancellation of some restricted shares, agreed that the company should repurchase and cancel 26800 restricted shares that have been granted but have not been lifted, and the independent directors of the company expressed their agreed independent opinions.
（17） On January 15, 2021, the 25th meeting of the seventh board of directors of the company deliberated and approved the proposal on the achievement of the second phase of the company’s 2017 restricted stock incentive plan to lift the restrictions on sales, and agreed that the company would go through the procedures for removing the restrictions on sales of 2600400 restricted shares of 119 incentive objects in accordance with relevant regulations, The independent directors of the company expressed their independent opinions.
（18） On December 10, 2021, the company held the third meeting of the remuneration and assessment committee of the eighth board of directors, considered that the subject qualification of the company’s incentive objects was legal and effective, and the assessment indicators met the conditions for lifting the sales restriction, and agreed to go through the relevant procedures for lifting the sales restriction of the third phase incentive plan.
（19） On December 10, 2021, the fifth meeting of the eighth board of directors of the company deliberated and adopted the proposal on the company’s repurchase and cancellation of some restricted shares, agreed that the company should repurchase and cancel 40800 restricted shares that have been granted but not yet lifted, and the independent directors of the company issued their agreed independent opinions. （20） On December 10, 2021, the fifth meeting of the eighth board of directors of the company deliberated and approved the proposal on the achievement of the third phase of the company’s restricted stock incentive plan in 2017, and agreed that the company would go through the formalities of lifting the restrictions on the sale of 2475200 restricted shares of 111 incentive objects in accordance with relevant regulations, The independent directors of the company expressed their independent opinions.
2、 Description of the conditions and achievements for lifting the restrictions in the second restricted period of the incentive plan
(I) the company is not under any of the following circumstances:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
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.
(II) the incentive object does not have any of the following circumstances:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
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. 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 equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
(III) company level performance assessment
According to the draft restricted stock incentive plan and the management measures for the implementation and assessment of restricted stock incentive plan, the performance assessment requirements at the company level are as follows:
Performance assessment objectives during restricted sales period
Taking 2016 as the base year, the compound growth rate of net profit in 2018 shall not be less than 25%; The first release period of roe shall not be less than 2.6%; And the above indicators are not lower than the 75th percentile value of the benchmarking enterprise; Meanwhile, in 2018 Δ EVA is positive.
Taking 2016 as the base year, the compound growth rate of net profit in 2019 shall not be less than 25%; The second release period of roe shall not be less than 3.3%; And the above indicators are not lower than the 75th percentile value of the benchmarking enterprise; Meanwhile, 2019 Δ EVA is positive.
Taking 2016 as the base year, the compound growth rate of net profit in 2020 shall not be less than 25%; The third release period of roe shall not be less than 4%; And the above indicators are not lower than the 75th percentile value of the benchmarking enterprise; Meanwhile, 2020 Δ EVA is positive.
The above indicators are based on the net profit attributable to the shareholders of the listed company.
Completion of assessment indicators in the third restricted sales period: the net profit attributable to shareholders of Listed Companies in 2020 was 170.29 million yuan, with a compound growth rate of 37.32% compared with 47.89 million yuan in 2016. In 2020, the company’s roe index was 5.42%, and the index was completed. 2020 Δ EVA is positive and the indicator is completed. Among the 17 benchmarking enterprises selected by the company, taking 2016 as the base year, the 75th percentile value of the compound growth rate of net profit attributable to shareholders of Listed Companies in 2020 is 16.48%, and the 75th percentile value of roe index is 4.37%. The compound growth rate of net profit and roe index of the company in 2020 are higher than the 75th percentile value of benchmarking enterprises, and the index is completed.
To sum up, all assessment indicators of the third release period of the company’s restricted stock incentive plan in 2017 have been completed.
(IV) performance assessment conditions at individual level
According to the provisions of the measures for the administration of equity incentive assessment, the proportion of sales restrictions lifted by the incentive object is determined according to the comprehensive assessment results of each assessment year, and the actual number of sales restrictions lifted by the individual in that year = the standard coefficient × The proportion of individuals planning to lift the sales restriction in the current year. If the individual performance appraisal result of the incentive object in the previous year is a / B / C, the individual performance appraisal of the incentive object in the previous year is “qualified”, and the incentive object can lift the sales restriction in batches according to the proportion specified in the incentive plan. If the individual performance appraisal result of the incentive object in the previous year is grade D, the individual performance appraisal of the incentive object in the previous year is “unqualified”. The company will repurchase the current restricted stock quota of the incentive object in accordance with the provisions of the restricted stock incentive plan, and the company will repurchase and cancel it in accordance with the incentive plan.
Grade A – excellent B – good C – basically qualified D – unqualified
The proportion of lifting sales restrictions is 100% 80% 0%
According to the comprehensive evaluation results of incentive objects, the evaluation results of all incentive objects unlocked this time meet the conditions of 100% lifting the sales restriction.
In conclusion, the board of Directors believes that the restricted stock sales period of the third phase of the company’s restricted stock incentive plan in 2017 has expired, all unlocking conditions have been met, and the unlocking conditions of the third phase of the restricted stock of the incentive object have been achieved.
3、 Description of incentive objects that do not meet the unlocking conditions
On December 10, 2021, the fifth meeting of the eighth board of directors of the company deliberated and adopted the proposal on the company’s repurchase and cancellation of some restricted shares, according to the company’s restricted stock incentive plan (Draft) and its summary
