Securities code: 001215 securities abbreviation: Zhengzhou Qianweiyangchu Food Co.Ltd(001215) Announcement No.: 2021-034 Zhengzhou Qianweiyangchu Food Co.Ltd(001215)
Announcement on the completion of the registration of the first grant of the restricted stock incentive plan in 2021
The company and all members of its board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission and the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation, it has been reviewed and confirmed by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation, Zhengzhou Qianweiyangchu Food Co.Ltd(001215) (hereinafter referred to as the "listed company" or the "company") has completed the registration of 1526200 restricted shares granted for the first time by the restricted stock incentive plan in 2021 (hereinafter referred to as the "incentive plan"), and the relevant matters are hereby announced as follows:
1、 Relevant approval decision-making procedures performed
1. November 1, 2021, The 20th meeting of the second board of directors of the company deliberated and approved the Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan (Draft) and its abstract, the measures for the implementation and assessment management of Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan and other relevant proposals, and the independent directors of the company expressed their agreed independent opinions. On the same day, the 14th meeting of the second board of supervisors of the company deliberated and adopted it《 Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan (Draft) and its abstract, management measures for the implementation and assessment of Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan, and
<2021 年限制性股票激励计划激励对象名单>
The board of supervisors verified the list of incentive objects of the incentive plan and issued verification opinions.
2. On November 9, 2021, the 21st Meeting of the second board of directors The 15th meeting of the second session of the board of supervisors deliberated and approved the Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan (Revised Draft) and its abstract and other relevant proposals, and the independent directors issued positive independent opinions. The lawyer issued the legal opinion of Beijing Jingtian Gongcheng law firm on Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan.
3. On November 19, 2021, the 22nd Meeting of the second board of directors The 16th meeting of the second session of the board of supervisors deliberated and approved the Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan (second revision of the draft) and its abstract, the measures for the implementation and assessment of Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan (Revised Draft) and other relevant proposals, and the independent directors expressed positive and independent opinions. The lawyer issued Supplementary legal opinion of Beijing Jingtian Gongcheng law firm on Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan.
At the same time, the company conducted a self-examination on the trading of the company's shares by insiders of the incentive plan and incentive objects within 6 months before the public disclosure of the draft incentive plan, and disclosed the self-examination report on the trading of the company's shares by insiders of the restricted stock incentive plan in Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 and incentive objects on November 19, 2021.
4. From November 2, 2021 to November 15, 2021, the company internally publicized the names and positions of the incentive objects granted for the first time through the bulletin board. On November 19, 2021, the board of supervisors disclosed the notes of the Zhengzhou Qianweiyangchu Food Co.Ltd(001215) board of supervisors on the review opinions and publicity of the list of incentives granted for the first time under the restricted stock incentive plan in 2021.
5. November 29, 2021, The company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan (second revision of the draft) and its abstract, and the management measures for the implementation and assessment of Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021 restricted stock incentive plan (Revised) And agreed to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. As the collector, Ms. Dong Bin, an independent director, publicly solicited the entrusted voting rights from all shareholders of the company for the relevant proposals considered at the first extraordinary general meeting of shareholders in 2021.
6. On December 15, 2021, the company held the 23rd Meeting of the second board of directors and the 17th meeting of the second board of supervisors, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and agreed that the company would take December 15, 2021 as the first grant date, Grant 1526200 restricted shares to 80 incentive objects meeting the grant conditions at the grant price of 31.01 yuan / share. The independent directors of the company expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects on the first grant date and issued verification opinions. The lawyer issued the legal opinion of Beijing Jingtian Gongcheng law firm on matters related to the first grant of restricted stock incentive plan in Zhengzhou Qianweiyangchu Food Co.Ltd(001215) 2021.
2、 Registration of the first grant of this incentive plan
1. First grant date: December 15, 2021
2. Number of First grants: 1526200 shares
3. Initial grant price: 31.01 yuan / share
4. Source and type of shares: RMB common shares (A shares) of the company issued to incentive objects
5. First grant object: the total number of incentive objects granted for the first time in the incentive plan is 80, including the company's directors, senior managers and key personnel such as core R & D and business when the incentive plan is implemented. The specific distribution is as follows:
Name: proportion of restricted shares granted by position in the total number of shares (shares) in the company's share capital on the date of grant of restricted shares for the first time
Chairman Sun Jian 1429009.36% 0.17%
Bai Rui, director and general manager 974006.38% 0.11%
Wang Zhibin, director, deputy general manager, 877005.75% 0.10% manager and chief financial officer
Xu Zhenjiang, deputy general manager and Secretary of the board of directors 1169007.66% 0.14%
Core personnel (76 persons) 108130070.85% 1.27%
Total 1526200100.00% 1.79%
Note: 1. The total number of subject shares involved in the equity incentive plan of the company within the whole validity period does not exceed 10% of the total share capital of the company; The number of restricted shares granted to any incentive object in the incentive plan does not exceed 1% of the total share capital of the company;
2. The incentive objects of the 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;
3. The sum of the direct addition of some totals and details in the above table may be slightly different due to different rounding results. 6. Validity period, sales restriction period and lifting of sales restriction arrangement
The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 48 months.
The sales restriction period of restricted shares granted by the incentive plan is 24 months and 36 months respectively from the date of completion of registration of restricted shares. The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used to guarantee or repay debts during the restricted sale period.
After the expiration of the restriction, the company shall handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction shall be repurchased and cancelled by the company.
The release period of restricted shares granted for the first time in the incentive plan and the release schedule of each period are shown in the table below:
The time for lifting the restrictions on the sale of restricted shares granted for the first time can be lifted
Proportion of sales restrictions lifted
The first transaction after 24 months from the date of completion of the first grant registration
The last 50% within 36 months from the date of the first lifting of the sales restriction period to the date of completion of the first grant registration
End of one trading day
The time for lifting the restrictions on the sale of restricted shares granted for the first time can be lifted
Proportion of sales restrictions lifted
The first transaction 36 months after the completion of the first grant registration
From the second day of lifting the sales restriction period to the last 50% trading day within 48 months from the date of completion of the first grant registration
For the restricted shares that have not applied for lifting the restriction within the above agreed period or cannot apply for lifting the restriction due to failure to meet the conditions for lifting the restriction, the company will repurchase and cancel the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and share subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares. If the company repurchases the restricted shares that have not been lifted, these shares will be repurchased together.
7. Conditions for lifting sales restrictions
During the release period, the restricted shares granted to the incentive object can be released only when the following conditions are met:
(1) The company is not under any of the following circumstances:
① An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
② The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
In case of any of the above circumstances, all restricted shares granted to incentive objects under this incentive plan but not yet lifted shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
(2) The incentive object does not have any of the following situations:
① Being identified as inappropriate by the stock exchange within the last 12 months;
② It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
④ If the incentive object is a director or senior manager of the company, it shall not serve as a director or senior manager of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
In case of any of the above circumstances, the restricted shares granted to the incentive object under the incentive plan but not lifted shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
(3) Company level performance assessment requirements
The assessment year for the lifting of the restriction on sales of the incentive plan is two fiscal years from 2022 to 2023, one assessment in each fiscal year. The annual performance assessment objectives of the restricted shares granted for the first time are shown in the table below:
Trigger value of performance appraisal target (AM) performance appraisal target in the sales restriction release period
The first sales restriction lifting period is based on the operating income in 2020, 2022
The annual operating revenue growth rate shall not be less than 67% and 80% of the annual target value
The second sales restriction lifting period is based on the operating income in 2020, 2023
The annual operating revenue growth rate shall not be less than 101%
The number of restricted shares actually released at the company level during each release period is determined according to the corresponding release proportion at the company level in the following table:
Annual operating revenue growth rate performance assessment target company level lifting proportion of sales restrictions (x) (compared with 2020)
A≥AmX=100%
A
