Securities abbreviation: Muyuan Foods Co.Ltd(002714) securities code: 002714 Muyuan Foods Co.Ltd(002714)
2022 restricted stock incentive plan (Draft) Muyuan Foods Co.Ltd(002714)
February, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. All incentive objects of the company promise that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 The incentive plan is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, other relevant laws, regulations and normative documents, as well as the Muyuan Foods Co.Ltd(002714) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock. The stock source is the company’s A-share common stock issued to the incentive object.
3、 The number of restricted shares to be granted under the plan is 81080700 shares, accounting for 1.54% of the total share capital of the company at the time of signing the incentive plan of 5262358594 shares. Among them, 64.8645 million shares were granted for the first time, accounting for 80% of the total amount of restricted stock grants, 1.23% of the total share capital of the company when the incentive plan was signed, and 16.2162 million shares were reserved, accounting for 20% of the total amount of restricted stock grants and 0.31% of the total share capital of the company when the incentive plan was signed. The number of restricted shares granted to any incentive object in the incentive plan shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
4、 The grant price of restricted shares in the incentive plan is 30.52 yuan / share, and the grant price is the higher of the following prices:
1. 50% of the average trading price of the company’s shares (total trading volume of shares in the previous trading day / total trading volume of shares in the previous trading day) of 61.03 yuan per share in the trading day before the announcement of the incentive plan is 30.52 yuan per share; 2. The average price of the 20 trading days before the announcement of the incentive plan (total stock transactions in the first 20 trading days / total stock transactions in the first 20 trading days) is 50% of 56.81 yuan per share, which is 28.41 yuan per share.
During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution, the number of restricted shares and the total number of underlying shares involved will be adjusted accordingly.
5、 The number of incentive objects (including the number of core management personnel and technical personnel of the company) to be granted in the announcement of the board of directors and subsidiaries shall include the number of core management personnel and other incentive objects of the company.
6、 The validity period of this incentive plan is from the date of the first grant of restricted shares to the date of the lifting of restrictions on the sale of all restricted shares or the completion of repurchase cancellation, with a maximum of 48 months.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished or taking market entry measures by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans and any other forms of financial assistance for the incentive object to obtain relevant rights and interests according to the incentive plan, including providing guarantee for its loans.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations to grant some incentive objects for the first time, and complete relevant procedures such as registration and announcement. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid. According to the measures for the administration of equity incentive of listed companies, the period during which a listed company may not grant rights and interests shall not be counted within 60 days.
12、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
Chapter I interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of restricted shares Chapter VI timing of restricted stock incentive plan Chapter VII grant price of restricted shares and determination method of grant price Chapter VIII grant and release of restricted shares Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter X accounting treatment of restricted stocks Chapter XI implementation procedures of equity incentive plan Chapter 12 rights and obligations of the company and incentive objects 28 Chapter XIII handling of changes in the company and incentive objects Chapter 14 principles for repurchase and cancellation of restricted shares 33 Chapter XV Supplementary Provisions thirty-five
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Muyuan Foods Co.Ltd(002714) , the company and the company refer to Muyuan Foods Co.Ltd(002714)
The incentive plan and incentive plan refer to the Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan
This plan
According to the conditions and prices specified in the incentive plan, the company grants a specified number of restricted shares to the incentive object. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
According to the provisions of the plan, the incentive objects of directors and senior managers of the company who obtain restricted shares refer to personnel, core managers, core technicians, core business personnel and other personnel deemed necessary by the board of directors of the company.
The date of grant of restricted stock to the company refers to the date of grant of restricted stock to the company
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The articles of association refers to the Muyuan Foods Co.Ltd(002714) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note:
1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to promote the company to establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company’s senior management and core employees, promote the development of new business through equity incentive, effectively combine the interests of shareholders, the company and the personal interests of operators, pay common attention to the long-term development of the company and work together for it, This incentive plan is formulated in accordance with the company law, securities law, administrative measures and other relevant laws, regulations and normative documents as well as the provisions of the articles of association.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee (hereinafter referred to as the “Remuneration Committee”) under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and shall express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects. Independent directors will solicit entrusted voting rights from all shareholders for this incentive plan.
If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on the conditions for the incentive object to be granted rights and interests set in the equity incentive plan. If the rights granted by the company to the incentive object are different from the arrangement of the plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the equity incentive plan have been met.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
(II) job basis for determining incentive objects
The incentive objects of this plan are the company’s directors, senior managers, core managers, core technicians, core business personnel and other personnel (excluding independent directors and supervisors) that the company’s board of directors deems necessary to be encouraged. 2、 Scope of incentive objects
The total number of incentive objects involved in this plan is 6093, including:
1. Directors and senior managers of the company;
2. Core management personnel of the company;
3. Core technical personnel of the company;
4. Core business personnel of the company;
5. Other personnel deemed necessary by the board of directors of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. Among the above incentive objects, senior managers must be appointed by the board of directors of the company. All incentive objects must cooperate with the company or the company within the assessment period of the plan
