Company abbreviation: Qianhe Condiment And Food Co.Ltd(603027) securities code: 603027 Shanghai Rongzheng Investment Consulting Co., Ltd
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Qianhe Condiment And Food Co.Ltd(603027)
Restricted stock incentive plan for 2022 (Draft)
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Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of equity incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of restricted shares granted 7 (III) the validity period, grant date and relevant time arrangement after the grant of the incentive plan 7 (IV) the grant price of restricted shares and the determination method of the grant price 9 (V) conditions for the grant and release of restricted shares 9 (VI) other contents of the incentive plan 12 v. opinions of independent financial consultant 13 (I) verification opinions on whether the incentive plan meets the provisions of policies and regulations 13 (II) verification opinions on the feasibility of the company’s implementation of the incentive plan 14 (III) verification opinions on the scope and qualification of incentive objects 14 (IV) verification opinions on the amount of equity granted under the incentive plan 15 (V) verification opinions on the incentive grant price (VI) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 16 (VII) verification opinions on whether the incentive plan damages the interests of the listed company and all shareholders 16 (VIII) financial opinions on the implementation of the incentive plan by the company 17 (IX) opinions on the impact of the company’s implementation of this incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 17 (x) opinions on the rationality of the performance appraisal system and methods of the incentive plan 18 (XI) others 18 (XII) other matters that should be explained 19 VI. documents for future reference and consultation methods 21 (I) documents for future reference 21 (II) consultation method 21 I. interpretation 1 Listed company, company, Qianhe Condiment And Food Co.Ltd(603027) : refers to Qianhe Condiment And Food Co.Ltd(603027) . 2. Incentive plan (Draft), restricted stock incentive plan, equity incentive plan and this incentive plan refer to the 2022 restricted stock incentive plan (Draft) of Qianhe Weiye Food Co., Ltd. 3. Restricted stock: refers to a certain number of company shares granted by the company to the incentive object according to the conditions and prices specified in the incentive plan. These shares are set with a certain period of restricted sale period. The restricted sale can be lifted and circulated only after the conditions for lifting the restricted sale specified in the incentive plan are met. 4. Total share capital: refers to the total issued share capital of the company at the time of announcement of the incentive plan. 5. Incentive object: refers to the directors, senior managers, middle managers and core backbone of the company (including consolidated statement subsidiaries, the same below) that obtains restricted shares in accordance with the provisions of the incentive plan. 6. 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. 7. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 8. 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. 9. Release period: refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met. 10. Conditions for lifting the restriction on sale: refer to the conditions that must be met for the lifting of the restriction on the sale of restricted shares granted to the incentive object according to the incentive plan. 11. Company Law: refers to the company law of the people’s Republic of China. 12. Securities Law: refers to the securities law of the people’s Republic of China. 13. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 14. Listing Rules: refers to the Listing Rules of Shanghai Stock Exchange. 15. CSRC: refers to the China Securities Regulatory Commission. 16. Stock Exchange: refers to Shanghai Stock Exchange. 17. RMB: refers to RMB.
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Qianhe Condiment And Food Co.Ltd(603027) . All parties involved in the incentive plan have assured the independent financial adviser that all the documents and materials provided for the issuance of this report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity, accuracy Responsible for completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the incentive plan is fair and reasonable to Qianhe Condiment And Food Co.Ltd(603027) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Qianhe Condiment And Food Co.Ltd(603027) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on this report. (III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report and make any explanation or explanation to this report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, previous resolutions of the board of directors, the board of supervisors, the general meeting of shareholders The company’s financial report for the last three years and the latest issue, the company’s production and operation plan, and effective communication with relevant personnel of the listed company. On this basis, this report is issued, and is responsible for the authenticity, accuracy and completeness of this report.
This independent financial advisor report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The report issued by the independent financial adviser is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;
(III) the relevant documents issued by the listed company for this incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this incentive plan can fully perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of equity incentive plan
The incentive plan is formulated by the remuneration and assessment committee of the board of directors of the listed company. According to the current policy environment and the actual situation of Qianhe Condiment And Food Co.Ltd(603027) in China, the company adopts a restricted stock incentive plan for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
The total number of incentive objects of this incentive plan is 73, all of which are directors, senior managers, middle-level managers and core backbone (excluding independent directors and supervisors of the company, as well as shareholders or actual controllers holding more than 5% shares of the company alone or in total and their spouses, parents and children). Among the incentive objects, directors must be elected by the general meeting of shareholders, and senior managers must be appointed by the board of directors. All incentive objects must have employment, employment or labor relations with the company within the validity of this incentive plan. All incentive objects do not participate in the equity incentive plans of two or more listed companies at the same time.
All incentive objects shall be nominated by the remuneration and assessment committee of the board of directors of the company and verified and determined by the board of supervisors of the company. The incentive object does not have the following circumstances that cannot be the incentive object:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) 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;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The distribution of restricted shares in the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the incentive plan to the total number of shares (10000 shares) of the company on the date of announcement of granting restricted shares
1 Andy Lau director 8 1.74% 0.010%
2 Xu Yi Director / Vice President 30 6.54% 0.038%
3 he Tiankui Director / Chief Financial Officer 20 4.36% 0.025%
4 LV Kelin, Secretary of the board of directors / Director of the president’s office 12 2.61% 0.015%
Middle managers and core backbone (69 persons) 389 84.75% 0.487%
Total 459 100% 0.575%
Note: 1. The total number of subject shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative number of restricted shares granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
2. The incentive objects participating in the incentive plan do not include the independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
3. The difference in mantissa between the sum of the above total and each detailed number is caused by rounding. (II) number of restricted shares granted
1. Stock source
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-share common shares to the incentive object. 2. 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. (III) validity period, grant date and relevant time arrangement after the grant of the incentive plan
1. Validity period of this incentive plan
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.
2. Grant date of this incentive plan
The grant date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall grant restricted shares to the incentive objects and complete the announcement and registration within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in a timely manner and announce the termination of the implementation of the incentive plan. If the restricted shares not granted are invalid, it shall not review the equity incentive plan again within 3 months from the date of announcement. However, the period during which the following companies shall not grant restricted shares shall not be included in the 60 day period.
The company shall not grant restricted shares within the following periods:
(1) Within 30 days before the announcement of the annual report and semi annual report of a listed company, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) 10 days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the stock exchange.
The above “major events” are transactions or other major events that the company should disclose in accordance with the listing rules. Before granting restricted shares to incentive objects, the company shall convene the incentive plan set by the board of directors of the company
