证券代码：603055 证券简称：台华新材 公告编号：2025-063 浙江台华新材料集团股份有限公司 关于 2024 年限制性股票激励计划首次授予部分第一个 解除限售期解锁暨上市的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 本次股票上市类型为股权激励股份；股票认购方式为网下，上市股数为 1,428,900股。 本次股票上市流通总数为1,428,900股。 本次股票上市流通日期为2025 年 8 月 29 日。 浙江台华新材料集团股份有限公司（以下简称"公司"）于 2025 年 8 月 13 日 召开第五届董事会第二十次会议和第五届监事会第十六次会议，审议通过了《关 于 2024 年限制性股票激励计划首次授予部分第一个解除限售期解除限售条件成就 的议案》，根据《上市公司股权激励管理办法》（以下简称"《管理办法》"）、《浙江 台华新材料集团股份有限公司 2024 年限制性股票激励计划（草案）》（以下简称"《激 励计划》"）等相关规定及公司 2024 年第一次临时股东大会对董事会的授权，公司 2024 ...

Group 1 - The company held its fifth board meeting on August 13, 2025, with all nine directors present, confirming compliance with legal and regulatory requirements [2][4] - The board approved the proposal regarding the achievement of the first unlock conditions for the 2024 restricted stock incentive plan, allowing 1,428,900 shares to be unlocked, which represents 0.16% of the total share capital [3][17] - The board also approved the adjustment of the repurchase price for the 2024 restricted stock incentive plan from 5.27 yuan per share to 5.02 yuan per share due to the implementation of the annual profit distribution plan [5][30] Group 2 - The supervisory board confirmed the achievement of the first unlock conditions for the 2024 restricted stock incentive plan, agreeing to unlock 1,428,900 shares for 30 eligible participants [10][26] - The supervisory board also approved the adjustment of the repurchase price for the restricted stock incentive plan, aligning with the company's profit distribution actions [12][37] Group 3 - The company conducted a second extraordinary general meeting on August 13, 2025, where all proposed resolutions were passed, including the election of an independent director [41][43] - The meeting was presided over by the chairman, ensuring compliance with legal and regulatory standards [42]

Core Viewpoint - The legal opinion letter confirms that Zhejiang Taihua New Materials Group Co., Ltd. has met the necessary conditions for the first release of restrictions on its stock incentive plan and outlines the adjustments to the repurchase price [2][4][17]. Group 1: Approval and Authorization - The company has obtained the necessary approvals and authorizations for the release of restrictions and adjustments to the repurchase price through various board and shareholder meetings held in July and October 2024 [4][5][6][7][17]. - The first release of restrictions on the stock incentive plan is based on the completion of the grant registration on August 9, 2024, with the release period ending on August 9, 2025 [8][14]. Group 2: Release of Restrictions - The first release of restrictions allows for 33% of the granted stock to be unlocked, with a total of 1,428,900 shares eligible for release, representing 0.16% of the company's total share capital [14][17]. - The conditions for the release of restrictions have been met, including performance targets related to net profit growth and compliance with company regulations [10][12][14]. Group 3: Adjustments to Repurchase Price - The repurchase price for the restricted stock has been adjusted from 5.27 yuan per share due to the company's profit distribution plan, which includes a cash dividend of 0.25 yuan per share [15][16][17]. - The adjustment method for the repurchase price is defined, ensuring that the adjusted price remains above 1 yuan per share [16].

Core Viewpoint - The company has adjusted the repurchase price of the restricted stock incentive plan for 2024 from 5.27 yuan per share to 5.02 yuan per share due to the implementation of the annual profit distribution plan for 2024 [1][5][6] Summary by Sections 1. Announcement of Price Adjustment - The board of directors approved the adjustment of the repurchase price for the restricted stock incentive plan during the meeting held on August 13, 2025 [1] - The adjustment is in accordance with the relevant provisions of the incentive plan following the completion of the annual profit distribution [1][5] 2. Approval Procedures - The company has completed the necessary approval procedures for the 2024 restricted stock incentive plan, including the review by the supervisory board and the issuance of a legal opinion by a law firm [2][4][6] - The names and positions of the incentive recipients have been publicly disclosed on the company's official website [2] 3. Reasons for Price Adjustment - The adjustment is due to the cash dividend distribution of 0.25 yuan per share (before tax) to all shareholders, which was approved at the annual general meeting [4][5] - The adjustment formula used is P = P0 - V, where P is the adjusted repurchase price, P0 is the original price, and V is the dividend amount [5] 4. Impact of Price Adjustment - The adjustment of the repurchase price will not have a substantial impact on the company's financial status and operating performance [5] 5. Supervisory Board's Review Opinion - The supervisory board has confirmed that the adjustment complies with relevant regulations and does not harm the interests of the company and its shareholders [5][6]

Core Points - The company has achieved the conditions for the first unlock period of the 2024 restricted stock incentive plan, allowing for the release of 1,428,900 shares, which represents 0.16% of the total share capital [1][8][10] - A total of 30 individuals meet the criteria for the release of restricted stocks under this incentive plan [1][8][10] Approval Process - The 2024 restricted stock incentive plan has undergone necessary approval procedures, including discussions and approvals from the board of directors and the supervisory board [2][4] - Legal opinions have been provided by Beijing Jingtian & Gongcheng Law Firm, confirming compliance with relevant laws and regulations [10][11] Unlock Conditions - The first unlock period for the restricted stocks lasts from 12 months after the completion of the grant registration until the last trading day within 24 months [6][8] - The conditions for unlocking have been met, including no adverse audit opinions and compliance with performance targets [7][10] Performance Assessment - The performance assessment for the incentive objects is based on both company-level and individual-level evaluations, with a total of 30 individuals achieving the necessary performance criteria [7][8] - The unlocking ratio for the restricted stocks is determined by the performance evaluation results, with a maximum of 100% for those rated as excellent [7][8] Monitoring and Legal Compliance - The supervisory board has confirmed that the conditions for unlocking the restricted stocks have been met and that the process aligns with the company's incentive plan and relevant regulations [10] - The legal opinion confirms that all necessary approvals and authorizations have been obtained for the unlocking of restricted stocks [10][11]

Group 1 - The company held its 16th meeting of the 5th Supervisory Board on August 13, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1][2] - The Supervisory Board approved the achievement of the first unlock conditions for the 2024 restricted stock incentive plan, allowing 30 eligible participants to unlock a total of 1,428,900 shares [1][2] - The board also approved an adjustment to the repurchase price for the 2024 restricted stock incentive plan from 5.27 yuan per share to 5.02 yuan per share, in line with relevant regulations [2][3]

Group 1 - The board of directors of Zhejiang Taihua New Materials Group Co., Ltd. held its 20th meeting of the 5th session on August 13, 2025, with all 9 directors present, complying with legal and procedural requirements [1] - The board approved the proposal regarding the first unlock conditions of the 2024 restricted stock incentive plan, with a unanimous vote of 9 in favor [1] - The board also approved the proposal for the adjustment of the repurchase price of the 2024 restricted stock incentive plan, again with a unanimous vote of 9 in favor [2]

Group 1 - The core opinion of the article is that the supervisory board of Zhejiang Taihua New Materials Group Co., Ltd. has verified and approved the conditions for the first unlock period of the 2024 restricted stock incentive plan, confirming that the conditions have been met and do not harm the interests of the company and its shareholders [1] - The supervisory board agrees to the unlocking of restricted stocks for 30 eligible incentive objects, totaling 1,428,900 shares [1] - The repurchase price for the 2024 restricted stock incentive plan has been adjusted from 5.27 yuan per share to 5.02 yuan per share, in compliance with relevant regulations and procedures [1]

Meeting Details - The shareholders' meeting was held on August 13, 2025, at Zhejiang Jiahua Special Nylon Co., Ltd. [1] - The meeting was presided over by the company's chairman, Mr. Shi Qingdao, and complied with the relevant laws and regulations [1]. Attendance and Voting Results - A total of 592,657,702 A-shares voted in favor of the proposals, representing 99.8883% of the votes [1]. - The opposition received 594,911 votes, accounting for 0.1002%, while 67,679 votes were abstained, representing 0.0115% [1]. Legal Verification - The lawyers from Beijing Jingtian & Gongcheng Law Firm confirmed that the meeting's procedures and voting results were in accordance with Chinese laws and the company's articles of association [1][2].

Group 1 - The core opinion of the article is that the legal opinion confirms the compliance of the procedures for the convening and holding of the shareholders' meeting of Zhejiang Taihua New Materials Group Co., Ltd. with Chinese laws and regulations as well as the company's articles of association [2][5] Group 2 - The shareholders' meeting was convened based on the resolution of the 19th meeting of the fifth board of directors, which was approved on July 28, 2025, and the notice was published on July 29, 2025 [2][3] - A total of 7 shareholder representatives attended the meeting, representing 590,398,194 shares, which is 66.3151% of the total voting shares [3][4] - The meeting included a single agenda item regarding the election of independent directors, which was announced on July 29, 2025 [3][5] Group 3 - The meeting was conducted with both on-site and online voting, with online voting available from 9:15 to 15:00 on August 13, 2025 [4] - The voting results showed that the proposal for the election of independent directors was approved by 592,657,702 shares, accounting for 99.8883% of the votes cast [4][5] - The voting results from minority investors indicated that 2,259,608 shares were in favor, representing 77.3256% of the votes from minority shareholders [5]