Core Viewpoint - Zhejiang Fulai New Materials Co., Ltd. held its 14th meeting of the third board of directors on July 31, 2025, where several key resolutions were passed, including the election of a representative director, the establishment of an audit committee, and the approval of a stock incentive plan for 2025 [1][3][5]. Group 1 - The board elected Mr. Xia Houjun as the representative director and legal representative of the company, with a term lasting until the end of the current board's tenure [1]. - The board approved the election of members for the third audit committee, including Mr. Li Jing as the convener, ensuring compliance with relevant laws and regulations [3]. - The board agreed to grant 2.19 million restricted stocks to 103 eligible participants under the 2025 stock incentive plan, with a grant price of 15.64 yuan per share, effective from July 31, 2025 [5][21][23]. Group 2 - The stock incentive plan was reviewed and approved by the remuneration and assessment committee prior to the board meeting, confirming that all conditions for granting the stocks were met [6][35]. - The company will not provide any financial assistance for the purchase of the restricted stocks, and all funds for the purchase and personal income tax will be sourced by the participants [33]. - The funds raised from the stock grants will be used to supplement the company's working capital [34].

Group 1 - The company held its 14th meeting of the third board of directors on July 31, 2025, with all 8 directors present, complying with relevant laws and regulations [1][2] - The board elected Mr. Xia Houjun as the representative director to execute company affairs and serve as the legal representative, with a term lasting until the end of the current board's term [1][2] - The board approved the election of members for the third audit committee, including Mr. Li Jing as the convener, ensuring a majority of independent directors, in accordance with legal requirements [2][3] Group 2 - The board approved the initial grant of restricted stock to 103 eligible participants under the 2025 Restricted Stock Incentive Plan, with a total of 2.19 million shares granted at a price of 15.64 yuan per share [2][3] - The proposal for the stock incentive plan was reviewed and approved by the company's remuneration and assessment committee prior to the board meeting [3]

Core Points - The company has elected Liu Yan'an as the employee representative director during the second extraordinary shareholders' meeting held on July 30, 2025, as part of its governance structure improvement [1][2] - The company has amended its articles of association to eliminate the supervisory board and add the position of employee representative director [1] - Liu Yan'an meets the qualifications and conditions for the position as stipulated by the Company Law and related regulations, ensuring compliance with legal requirements [2] Summary by Sections - **Election of Employee Representative Director** - The company held a shareholders' meeting on July 30, 2025, where the proposal to change the registered capital and eliminate the supervisory board was approved [1] - Liu Yan'an was elected as the employee representative director, with a term lasting until the end of the current board's term [1] - **Qualifications of Liu Yan'an** - Liu Yan'an, born in 1971, has a background in finance and has held various positions within the company, including the chairman of the supervisory board until July 30, 2025 [4] - He holds 752,500 shares in the company through partnerships and has no conflicts of interest with other board members or significant shareholders [4]

Core Viewpoint - The legal opinion letter issued by Beijing Junhe (Hangzhou) Law Firm confirms that Zhejiang Fulai New Materials Co., Ltd. has met the necessary legal requirements for its 2025 Restricted Stock Incentive Plan, including approval and authorization processes [1][10]. Group 1: Approval and Authorization - The legal opinion confirms that the approval and authorization for the 2025 Restricted Stock Incentive Plan have been obtained, including the necessary resolutions from the board and the supervisory committee [3][6]. - The supervisory committee has expressed that the incentive plan is beneficial for the company's sustainable development and does not harm the interests of the company and its shareholders [3][5]. Group 2: Granting Conditions - The plan stipulates that 2.19 million shares will be granted to 103 incentive objects at a price of 15.64 yuan per share, with the grant date set for July 31, 2025 [6][8]. - The granting conditions have been met, and the company has taken necessary measures to ensure confidentiality and prevent insider trading related to the incentive plan [6][10]. Group 3: Compliance with Regulations - The granting of shares complies with the relevant laws, regulations, and the company's articles of association, confirming the eligibility of the incentive objects [8][9]. - The legal opinion emphasizes that the company has fulfilled its obligations regarding information disclosure and the registration of the restricted stock grant [10].

Core Viewpoint - Zhejiang Fulai New Materials Co., Ltd. has approved its 2025 restricted stock incentive plan, which includes the granting of 2.19 million shares to 103 eligible participants at a price of 15.64 yuan per share [2]. Group 1: Incentive Plan Details - The incentive plan is in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The first grant date for the incentive plan is set for July 31, 2025 [2]. - The plan specifies that certain individuals, such as those recognized as inappropriate candidates by the stock exchange or the China Securities Regulatory Commission (CSRC) within the last 12 months, are excluded from eligibility [2]. Group 2: Eligibility Criteria - Eligible participants must not have been subject to administrative penalties or market entry bans due to major violations in the last 12 months [2]. - Individuals who hold more than 5% of the company's shares, as well as the actual controllers and their immediate family members, are also excluded from being incentive recipients [2]. - The committee confirmed that the selected participants meet the qualifications outlined in the company's articles of association and the draft of the incentive plan [2].

Core Points - The company has approved the first grant of restricted stock under the 2025 Restricted Stock Incentive Plan, with a grant date set for July 31, 2025 [1][12] - A total of 2.19 million shares will be granted at a price of 15.64 yuan per share [1][12] - The incentive plan aims to motivate and retain key employees, with 103 core staff members selected as recipients [4][12] Decision Process and Disclosure - The decision-making process for the incentive plan has been completed, and relevant documents were disclosed to shareholders [2][12] - The remuneration and assessment committee has verified the list of recipients and confirmed no objections were raised during the public notice period [2][12] Grant Conditions - The board confirmed that all conditions for granting the restricted stock have been met, including compliance with regulatory requirements [3][4] - The recipients of the restricted stock are not allowed to sell or transfer the shares before the lifting of restrictions [5][6] Vesting Schedule - The vesting of the restricted stock will occur in three phases over a period of 48 months, with specific performance targets set for each phase [6][7][9] - The performance targets for the first three years are set at a minimum of 60 million yuan, 80 million yuan, and 100 million yuan in net profit, respectively [9][10] Financial Impact - The grant of restricted stock is expected to have a minor impact on the company's financial status, with costs to be amortized over the relevant periods [10][11] - The funds raised from the stock grant will be used to supplement the company's working capital [11] Legal Compliance - The legal opinion confirms that all necessary approvals and authorizations for the stock grant have been obtained, ensuring compliance with relevant regulations [12][13]

浙江福莱新材料股份有限公司 （首次授予日） 一、激励对象获授限制性股票分配情况 本激励计划拟授予的限制性股票在各激励对象间的分配情况如下表所示： 占授予限制性股 | | | 获授的限制性股 | | 占目前总股本的 | | --- | --- | --- | --- | --- | | 序号 | 类别 | | 票总量的 | | | | | 票（万股） | | 比例 | | | | | 比例 | | | 核心骨干员工 | | | | | | （103 | 人） | | | | | 合计 | | 242.695 | 100.00% | 0.87% | | 注：1、上述任何一名激励对象通过全部在有效期内的股权激励计划获授的本公司股票均未超过公司 | | | | | | 总 | | | | | | 股本的 | | | 1%。公司全部有效期内的激励计划所涉及的标的股票总数累计不超过股权激励计划提交股东大 | | | 会审 | | | | | | 议时公司股本总额的 10.00%。 | | | | | | 控制人及其配偶、父母、子女。 | | | | | | 考核委员会发表明确意见、律师发表专业意见并出具法律意见书后，公司 ...

（文章来源：证券日报） 证券日报网讯 7月31日晚间，福莱新材发布公告称，公司第三届董事会第十四次会议审议通过了《关于 选举代表公司执行公司事务的董事的议案》等多项议案。 ...

Group 1 - The core revenue composition of Fulei New Materials for the year 2024 is 98.1% from functional coating composite materials and 1.9% from other businesses [1] Group 2 - Fulei New Materials (SH 605488, closing price: 31.4 yuan) announced on July 31 that its third board meeting for the 14th session was held on July 31, 2025, combining in-person and communication methods [3] - The meeting reviewed proposals including the election of members for the audit committee of the third board and the nomination of the convener [3]

| 证券代码：605488 | 证券简称：福莱新材 | 公告编号：临 2025-107 | | --- | --- | --- | | 债券代码：111012 | 债券简称：福新转债 | | 浙江福莱新材料股份有限公司 关于向 2025 年限制性股票激励计划激励对象首次授予 限制性股票的公告 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、准确性和完整性承担法律责任。 重要内容提示： 浙江福莱新材料股份有限公司（以下简称"公司"或"福莱新材"）于 2025 年 7 月 31 日召开第三届董事会第十四次会议，审议通过了《关于向 2025 年限制性股票激励计划 激励对象首次授予限制性股票的议案》。董事会认为公司《浙江福莱新材料股份有限公 司 2025 年限制性股票激励计划（草案）》（以下简称"《激励计划（草案）》"）规定 的授予条件已经成就，同意确定 2025 年 7 月 31 日为首次授予日。现将有关事项说明如 下： 一、已履行的决策程序和信息披露情况 1、2025 年 7 月 10 日，公司召开第三届董事会第十三次会议审议通过了《关于公 司<2025 年限 ...