Securities abbreviation: Qianhe Condiment And Food Co.Ltd(603027) securities code: 603027 Qianhe Condiment And Food Co.Ltd(603027)
Restricted stock incentive plan for 2022
(Draft)
Qianhe Condiment And Food Co.Ltd(603027)
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. 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 Qianhe Condiment And Food Co.Ltd(603027) articles of association.
2、 The incentive tool adopted in this incentive plan is restricted stock. The source of stock is Qianhe Condiment And Food Co.Ltd(603027) (hereinafter referred to as “the company” or “the company”) to issue A-share common shares of the company to the incentive object.
3、 The number of restricted shares to be granted in the incentive plan is 4.59 million, accounting for 0.575% of the total share capital of the company at the time of announcement of the draft incentive plan.
As of the date of announcement of the draft incentive plan, the restricted shares of the company’s 2017 restricted stock incentive plan have been lifted from the restriction / repurchase cancellation, and the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 10% of the total share capital of the company on the date of announcement of the draft incentive plan. The cumulative number of shares granted to any incentive object through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company on the date of announcement of the draft incentive plan.
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 the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the number of restricted shares will be adjusted accordingly according to the incentive plan.
4、 The total number of incentive objects granted by the incentive plan is 73, which are the directors, senior managers, middle managers and core backbone of the company who worked in the company (including consolidated statement subsidiaries, the same below) when the company announced the incentive plan.
5、 The grant price of restricted shares in the incentive plan is 9.79 yuan / 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 the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the grant price of restricted shares will be adjusted accordingly according to the incentive plan.
6、 The validity period of the incentive plan shall be no more than 60 months from the date of completion of the registration of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
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 has been 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 independent directors and supervisors of the company, nor the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. 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 by the CSRC and its dispatched offices or taking market entry prohibition measures 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 or any other form of financial assistance for the incentive object to obtain relevant restricted shares in accordance with the incentive plan, including providing guarantee for its loans.
10、 The incentive object promises 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 object will 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.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. 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 to grant the incentive object according to relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated and the non granted restricted shares will become invalid. However, according to the measures for the administration of equity incentive of listed companies and relevant laws and regulations, the period during which the listed company shall not grant restricted shares will not be counted within the 60 day period.
12、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
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 validity period, grant date, restriction period, release of restriction arrangement and lock up period of this 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 restricted stock incentive plan 23 Chapter XII respective rights and obligations of the company / incentive object 27 Chapter XIII handling of changes in the company / incentive object Chapter XIV principles for repurchase and cancellation of restricted shares 32 Chapter XV Supplementary Provisions thirty-four
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Qianhe Condiment And Food Co.Ltd(603027) , company and listed company refer to Qianhe Condiment And Food Co.Ltd(603027) (including consolidated statement subsidiaries)
This incentive plan and restricted stock incentive plan refer to Qianhe Condiment And Food Co.Ltd(603027) 2022 restricted stock incentive plan and equity incentive plan
According to the conditions and prices specified in the incentive plan, the company grants incentive restricted shares, which refers to a certain number of company shares of the object. Such 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
Incentive objects refer to the directors, senior managers, middle managers and core backbone of the company who obtain restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange
Articles of association means the Qianhe Condiment And Food Co.Ltd(603027) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai 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 further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s management team and key employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and improve the company’s market competitiveness and sustainable development ability, On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and 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 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 shall express independent opinions on whether the incentive 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, and solicit entrusted voting rights from all shareholders on the incentive plan.
4、 If the company intends to change the incentive plan before the shareholders’ meeting deliberates and approves the equity incentive plan, 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 any situation that obviously damages the interests of the company and all shareholders.
5、 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 this incentive plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
6、 Before the incentive object exercises its rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive object to exercise its rights and interests set in the 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 incentive plan are determined according to the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
The incentive objects of this incentive plan do not have the following circumstances that are not allowed to become incentive objects as stipulated in Article 8 of the management measures:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Within the last 12 months, it has been recognized as not qualified by the CSRC and its dispatched offices
