Gu Qilong Material: Announcement on the first grant of restricted stocks to incentive targets
Securities code: 001390 Securities abbreviation: Guqi Velvet Materials Announcement number: 2026-048
Anhui Guqi Velvet Material Co., Ltd.
Announcement on the first grant of restricted stocks to incentive targets
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and contains no false records, misleading statements or major omissions.
Important content reminder:
First grant date of restricted stocks: August 28, 2026
Number of restricted stocks initially granted: 1.02 million shares, accounting for approximately 0.51% of the current total share capital of the company
Initial grant price of restricted stocks: 9.01 yuan/share
The conditions for the first grant of restricted stocks stipulated in the 2026 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan") of Anhui Guqi Velvet Material Co., Ltd. (hereinafter referred to as the "Company") have been met. According to the authorization of the company's first extraordinary shareholders' meeting in 2026, the company held the 17th meeting of the fourth board of directors on August 28, 2026, and reviewed and approved the "About 2026 Proposal to the Company" "Proposal on the First Grant of Restricted Stocks to the Incentive Objects of the Annual Restricted Stock Incentive Plan", which determines that August 28, 2026 will be the first grant date, and 1.020 million restricted shares will be granted for the first time to 35 incentive objects that meet the grant conditions at a grant price of 9.01 yuan per share. The specific situation is as follows:
1. Brief description of this incentive plan and the procedures that have been performed
(1) Brief description of this incentive plan
The company held the first extraordinary shareholders' meeting of 2026 on August 27, 2026, and reviewed and approved the "Proposal on the Company's 2026 Restricted Stock Incentive Plan (Draft)" and its Summary. The main contents are as follows:
Incentive tools: restricted stocks.
Source of stock: A-share common stock of the company repurchased from the secondary market.
Number of grants: The total number of restricted stocks planned to be granted to incentive targets under this incentive plan is 1.20 million shares, accounting for approximately 0.60% of the company's total share capital at the time of the announcement of the draft incentive plan. Among them, 1.02 million shares were initially granted, accounting for approximately 0.51% of the company's total share capital when the draft incentive plan was announced; 180,000 shares were reserved, accounting for approximately 0.09% of the company's total share capital when the draft incentive plan was announced.
From the date of announcement of this draft incentive plan to the completion of registration of the restricted stocks granted to the incentive targets, if the company occurs capital reserves to increase share capital, distributes stock dividends, stock splits or reductions, rights issues, etc., the number of restricted stocks granted will be adjusted accordingly.
Incentive objects: There are a total of 35 incentive objects granted under this incentive plan, including directors, senior managers, core technical (business) personnel and other personnel who were working in the company (including branches and holding subsidiaries) at the time of the announcement of the draft incentive plan. It does not include the company’s independent directors, shareholders who individually or collectively hold more than 5% of the company’s shares, the company’s actual controllers and their spouses, parents, and children. The incentive objects of the reserved grant part will be determined within 12 months after the incentive plan is reviewed and approved by the shareholders' meeting. If the incentive objects are not specified within 12 months, the reserved rights will become invalid. The criteria for determining the incentive objects for the reserved grant shall be determined with reference to the criteria for the first grant.
Grant price: The grant price of the first and reserved restricted shares under this incentive plan is 9.01 yuan/share.
During the period from the date of announcement of the draft incentive plan to the completion of restricted stock registration by the incentive targets, if the company undergoes matters such as converting capital reserves to increase share capital, distributing stock dividends, splitting or reducing shares, allotment of shares, distribution of dividends, etc., the grant price of the restricted stocks will be adjusted accordingly.
Validity period: The validity period of this incentive plan is from the date when the restricted stocks are granted to the date when all the restricted stocks granted to the incentive objects are released from sale restrictions or repurchased and cancelled, and the longest period shall not exceed 48 months.
Grant date: The grant date will be determined by the company's board of directors after the incentive plan is reviewed and approved by the company's shareholders' meeting. The grant date must be a trading day. Within 60 days from the date of review and approval of this incentive plan by the shareholders' meeting, the company will convene a board of directors in accordance with relevant regulations to award some of the first-time incentive targets and complete announcements, registration and other related procedures. If the company fails to complete the above work within 60 days, it shall promptly disclose the reasons for failure and declare the termination of the incentive plan, and the ungranted restricted stocks shall become invalid. The reserved portion must be awarded within 12 months after the incentive plan is reviewed and approved by the company's shareholders' meeting.
Lifting sales restrictions:
(1) The unlocking arrangements for the restricted stocks first granted under this incentive plan are as follows:
Restriction release period Restriction release time Restriction release ratio starts from the first trading day 12 months after the date of first grant to the first grant
35% for the first one to unlock the sale period
Ending on the last trading day within 24 months from
From the first trading day 24 months after the date of first grant to the first grant
35% during the second lifting period
Ending on the last trading day within 36 months
From the first trading day 36 months after the first grant to the first grant
The third unlocking period is 30%
Ending on the last trading day within 48 months
(2) The arrangements for unlocking certain reserved restricted stocks are as follows:
Restriction release period Restriction release time Restriction release ratio
From the first trading day 12 months after the date of reservation grant to the last trading day within 24 months from the date of the first 50% unlocking period of reservation grant
From the first trading day 24 months after the date of reservation grant to the last trading day within 36 months from the date of 50% of the second unlocking period of reservation grant
- Performance appraisal requirements at the company level
For the restricted stocks granted under this incentive plan, during the unlocking period, the company's performance indicators will be assessed on an annual basis, once each fiscal year, and achieving the performance assessment target will be one of the conditions for the unlocking of the incentive targets in that year.
(1) The annual performance assessment targets for the initial grant of restricted stocks are as follows:
Lifting the restricted sales period and performance appraisal targets
One of the following conditions must be met:
The first lifting period of sales restrictions: (1) The operating income in 2026 shall not be less than RMB 1.150 billion; (2) The product sales volume in 2026 shall not be less than 2,600 tons.
One of the following conditions must be met:
The second lifting period: (1) The operating income in 2027 shall not be less than RMB 1.38 billion; (2) The product sales volume in 2027 shall not be less than 3,200 tons.
One of the following conditions must be met:
The third lifting period of sales restrictions: (1) The operating income in 2028 shall not be less than RMB 1.70 billion; (2) The product sales volume in 2028 shall not be less than 3,800 tons.
Note: (1) The above-mentioned "operating income" caliber is based on the consolidated statements audited by an accounting firm; (2) the above-mentioned "sales volume" caliber is based on the full-year sales volume disclosed in the company's annual report.
(2) The annual performance assessment targets for reserved restricted stocks are as shown in the following table:
Lifting the restricted sales period and performance appraisal targets
One of the following conditions must be met:
The first lifting period of sales restrictions: (1) The operating income in 2027 shall not be less than RMB 1.38 billion; (2) The product sales volume in 2027 shall not be less than 3,200 tons.
One of the following conditions must be met:
The second lifting period of sales restrictions: (1) The operating income in 2028 shall not be less than RMB 1.70 billion; (2) The product sales volume in 2028 shall not be less than 3,800 tons.
Note: (1) The above-mentioned "operating income" caliber is based on the consolidated statements audited by an accounting firm; (2) the above-mentioned "sales volume" caliber is based on the full-year sales volume disclosed in the company's annual report.
- Performance appraisal requirements at the individual level
The individual-level performance appraisal of the incentive objects shall be organized and implemented in accordance with the relevant regulations on individual performance appraisal formulated by the company, and the number of shares actually released from the restricted sales shall be determined based on the assessment results of the incentive objects. The performance appraisal scores of the incentive objects are divided into 3 levels. At that time, the unlocking ratio of the incentive objects will be determined based on the corresponding individual-level assessment results in the following assessment rating table:
Evaluation standard level: Excellent (A) Qualified (B) Unqualified (C) Individual level sales restriction lifting ratio 100% 100% 0%
On the premise that the company's performance goals are achieved, the number of restricted stocks actually lifted by the incentive target in the current year = the number of restricted stocks planned to be lifted by the individual in the current year × the individual-level lifting ratio.
Restricted stocks that cannot be released due to personal-level performance appraisal reasons in the year of the incentive target assessment will be repurchased and canceled by the company at the grant price.
(2) Procedures that have been performed
On August 10, 2026, the company held the 15th meeting of the fourth session of the board of directors. The meeting reviewed and approved the "Proposal on the Company's 2026 Restricted Stock Incentive Plan (Draft)" and its Summary, the "Proposal on the Implementation Assessment and Management Measures for the Company's 2026 Restricted Stock Incentive Plan" and the "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle Equity Incentive-related Matters." The Remuneration and Appraisal Committee of the Board of Directors verified the relevant matters of this incentive plan and issued relevant verification opinions.
From August 12, 2026 to August 21, 2026, the company announced the names and positions of the incentive targets to be awarded for the first time under the 2026 restricted stock incentive plan. As of the expiration of the publicity period, the Remuneration and Assessment Committee of the company's board of directors has not received any objections from employees to the proposed incentive targets for the first time. On August 22, 2026, the company disclosed the "Explanation of the Verification Opinions and Publicity of the List of Incentive Objects First Granted to the 2026 Restricted Stock Incentive Plan by the Remuneration and Assessment Committee of the Board of Directors" (Announcement No.: 2026-042).
On August 27, 2026, the company held the first extraordinary shareholders' meeting in 2026, which reviewed and approved the "Proposal on the Company's 2026 Restricted Stock Incentive Plan (Draft)" and its Summary, the "Proposal on the Implementation Assessment and Management Measures of the Company's 2026 Restricted Stock Incentive Plan" and the "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle Equity Incentive-related Matters."
On August 28, 2026, the company disclosed the "Self-examination Report on the Purchase and Sale of Company Stocks by Insiders and Incentive Objects of the 2026 Restricted Stock Incentive Plan" (Announcement Number: 2026-046).
On August 28, 2026, the company held the 17th meeting of the fourth board of directors, and reviewed and approved the "Proposal on the First Grant of Restricted Stocks to the Incentive Objects of the Company's 2026 Restricted Stock Incentive Plan". The Remuneration and Appraisal Committee of the Board of Directors verified the aforementioned matters and issued verification opinions.
2. Statement from the Board of Directors on meeting the award conditions
According to the grant conditions of this incentive plan, incentive targets who are granted restricted stocks must meet the following conditions at the same time:
(1) The company has not experienced any of the following situations:
The financial accounting report for the most recent fiscal year was issued a negative opinion or an audit report in which a certified public accountant was unable to express an opinion;
An audit report in which a certified public accountant issued a negative opinion or was unable to express an opinion on the internal control of the financial report in the most recent fiscal year;
In the last 36 months after listing, there has been any failure to distribute profits in accordance with laws, regulations, articles of association, and public commitments;
Equity incentives are not allowed according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.
(2) None of the following situations occurs to the incentive objects:
Determined as an unsuitable candidate by the stock exchange within the last 12 months;
Have been deemed as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
In the past 12 months, the company has been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to serious violations of laws and regulations;
Those who are prohibited from serving as directors or senior managers of a company as stipulated in the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law");
Not allowed to participate in equity incentives of listed companies according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.
After careful verification, the company's board of directors determined that neither the company nor the first-time incentive recipients had any of the above circumstances, nor did there exist any other circumstances that would prevent them from being granted or not allowed to become incentive recipients. The conditions for the first grant of this incentive plan have been met.
3. Specific circumstances of the first award
(1) First grant date: August 28, 2026
(2) Number of first-time grants: 1.02 million shares, accounting for approximately 0.51% of the current total share capital of the company
(3) Number of people awarded for the first time: 35 people
(4) Initial grant price: 9.01 yuan/share
(5) Source of stock: A-share common stock of the company repurchased from the secondary market
(6) Distribution of restricted stocks first granted among various incentive objects:
Restrictions granted Proportion of the total number of shares in this incentive plan Proportion of total shares of the company (10,000 shares) on the date of announcement of the plan Proportion of shares in this incentive plan Serial number of this incentive plan Name Position Number of restricted stocks Proposed to be granted Proportion of total share capital 1 Wang Zhangjian Director, deputy general manager, chief financial officer 10.00 8.33% 0.05%
2 Hong Xiaolin Director, Deputy General Manager 10.00 8.33% 0.05% Directors and senior managers (2 people) 20.00 16.66% 0.10% Core technical (business) personnel and other employees (33 people) 82.00 68.33% 0.41% First award subtotal 102.00 85.00% 0.51% Reserved portion 18.00 15.00% 0.09% Total 120.00 100.00% 0.60% Note: 1. The first incentive recipients of this incentive plan do not include independent directors, shareholders or actual controllers who individually or collectively hold more than 5% of the company’s shares, and their spouses, parents, and children;
The reserved incentive objects will be determined within 12 months after the incentive plan is reviewed and approved by the shareholders’ meeting. If the incentive target is not specified for more than 12 months, the reserved rights will become invalid;
If the total number of values in the above table does not match the sum of each sub-item value, it is due to rounding.
(7) After the implementation of this incentive plan, it will not cause the company’s equity distribution to fail to meet the listing conditions.
4. Differences between the first grant and the equity incentive plan reviewed and approved by the shareholders’ meeting
The first grant content of the incentive plan implemented this time is consistent with the incentive plan reviewed and approved by the company’s first extraordinary shareholders’ meeting in 2026.
5. The impact of the first grant on the company’s financial status and operating results
According to the relevant provisions of "Accounting Standards for Business Enterprises No. 11 - Share-based Payment" and "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments", the company determines the fair value of the restricted stock on the grant date based on the closing price of the stock on the grant date, and ultimately recognizes the share-based payment expenses of this incentive plan. These expenses will be recognized in installments during the implementation of this incentive plan in proportion to the release of restrictions.
The company first granted 1.020 million restricted shares to the incentive objects. The first grant date was August 28, 2026. Calculated based on the closing price of the stock on that day at 16.98 yuan/share. According to the requirements of China’s Accounting Standards for Business Enterprises, the amortization of share payment expenses for the restricted shares to be granted under this incentive plan and the impact on accounting costs in each period are as follows:
Currency: RMB Unit: 10,000 yuan Number of grants (10,000 shares) Estimated total amortization costs 2026 2027 2028 2029 102.00 812.94 211.70 389.53 164.28 47.42 Note: 1. The above cost amortization calculation does not represent the final accounting cost. In addition to being related to the actual grant date, the closing price on the grant date and the number of grants, the actual accounting costs are also related to the actual effective and invalid quantities. At the same time, shareholders are reminded of the possible dilutive impact.
The final result of the impact of the above cost amortization calculation on the company's operating results will be based on the annual audit report issued by the accounting firm.
If there is any difference in the mantissa between the total and the sum of each detailed number in the table above, it is due to rounding.
The above calculation does not include the reserved restricted stock, and additional share-based payment expenses will be incurred when the reserved portion is granted.
Based on the current information, the company preliminarily estimates that, without considering the stimulating effect of this incentive plan on the company's performance, the amortization of restricted stock share-based payment expenses will have an impact on the net profit in each year during the validity period. If the positive effect of this incentive plan on the company's development is taken into account, thereby stimulating the enthusiasm of the incentive targets and improving team stability and company operating efficiency, this incentive plan will bring higher operating performance and intrinsic value to the company.
- If the incentive objects are directors and senior managers, a description of the company’s stock purchases and sales in the six months before the first grant date
If the incentive recipients are directors and senior managers of the company, there will be no buying or selling of company stocks in the six months before the date of grant.
7. Verification Opinions of the Remuneration and Appraisal Committee of the Board of Directors
After verification, the Remuneration and Appraisal Committee of the company’s board of directors issued the following opinions:
(1) The persons included in the list of first-time incentive recipients granted by the company's incentive plan all meet the conditions for incentive recipients stipulated in the "Measures for the Administration of Equity Incentives for Listed Companies" and other provisions, and meet the scope of incentive recipients stipulated in the company's current incentive plan. Their qualifications as the first-time incentive recipients granted by the company's incentive plan are legal and valid.
(2) The "Measures for the Administration of Equity Incentives of Listed Companies" does not exist for the first-time incentive recipients participating in this incentive plan.
The circumstances stipulated in Article 8 that are not eligible for incentives include:
Determined as an unsuitable candidate by the stock exchange within the last 12 months;
Have been deemed as inappropriate candidates by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
In the past 12 months, the company has been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies due to serious violations of laws and regulations;
Those who are prohibited from serving as company directors or senior managers as stipulated in the Company Law;
Not allowed to participate in equity incentives of listed companies according to laws and regulations;
Other circumstances determined by the China Securities Regulatory Commission.
(3) The first-time incentive recipients participating in this incentive plan are some of the company’s directors, senior managers, core technical (business) personnel and other personnel, excluding the company’s independent directors, shareholders or actual controllers who individually or collectively hold more than 5% of the company’s shares, and their spouses, parents, and children.
(4) The company determines that the grant date of this incentive plan complies with the "Measures for the Administration of Equity Incentives for Listed Companies" and the relevant provisions on the grant date of this incentive plan.
In summary, the Compensation and Assessment Committee of the Board of Directors believes that the conditions for the first grant of this incentive plan have been met, and agrees to use August 28, 2026 as the first grant date to grant 1.02 million restricted shares to 35 eligible incentive targets at a grant price of 9.01 yuan per share.
8. Concluding opinions of the legal opinion
In summary, lawyers from Shanghai AllBright Law Firm believe that, as of the date of this legal opinion, the company has obtained the necessary approvals and authorizations for this grant at this stage, and is in compliance with the relevant provisions of the "Equity Incentive Management Measures for Listed Companies" and the "Company's 2026 Restricted Stock Incentive Plan"; the grant date, grant objects, grant quantity and grant price of this grant are in compliance with the "Equity Incentive Management Measures for Listed Companies" and the "Company's 2026 Restricted Stock Incentive Plan" The relevant provisions of the "2026 Restricted Stock Incentive Plan"; the grant conditions for this grant have been met, and the company's grant of restricted shares to eligible incentive targets complies with the relevant provisions of the "Equity Incentive Management Measures for Listed Companies" and the "Company's 2026 Restricted Stock Incentive Plan".
9. Documents for reference
(1) "Resolution of the 17th Meeting of the Fourth Board of Directors";
(2) "Resolution of the Third Remuneration and Assessment Committee Meeting in 2026";
(3) "Legal Opinion of Shanghai AllBright Law Firm on the Initial Grant of the 2026 Restricted Stock Incentive Plan of Anhui Guqi Velvet Material Co., Ltd."
Announcement is hereby made.
Board of Directors of Anhui Guqi Velvet Material Co., Ltd.
August 29, 2026