six billion fifty-three million eight hundred and eighty-two thousand and twenty-two
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 liabilities for the authenticity, accuracy and integrity of its contents.
1、 The Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 stock option incentive plan (Draft) (hereinafter referred to as "the incentive plan") is Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as " Juneyao Grand Healthy Drinks Co.Ltd(605388) ," the company "or" the company ") 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 and other relevant laws and regulations Normative documents and Juneyao Grand Healthy Drinks Co.Ltd(605388) articles of association.
2、 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.
3、 The incentive object of this incentive plan does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
(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 of the people's Republic of China;
(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.
4、 The incentive tool adopted in this incentive plan is stock option, which refers to the right granted by the listed company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future. The stock source is the company's RMB A-share common stock issued by the company to the incentive object.
5、 The incentive plan intends to grant no more than 12 million stock options to incentive objects, accounting for about 2.79% of the total share capital of 430 million shares on the date of publication of the draft incentive plan. This grant is a one-time grant without reserved rights and interests. Under the condition of meeting the effective conditions and effective arrangements, each stock option granted to the incentive object has the right to purchase RMB a common shares of 1 equity company at the exercise price within the vesting period. As of the date of publication of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 10.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
6、 The exercise price of the stock options granted by the incentive plan is 20.21 yuan / share.
During the period from the date of announcement of the incentive plan to the completion of the registration of Stock Option Shares by the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the exercise price and number of rights and interests of stock options will be adjusted accordingly according to the incentive plan.
7、 The total number of incentive objects granted by the incentive plan shall not exceed 63, including directors, senior managers and key personnel who worked in the company (including holding subsidiaries, the same below) when the company announced the incentive plan, excluding Juneyao Grand Healthy Drinks Co.Ltd(605388) 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 Children.
8、 The validity period of this incentive plan shall be calculated from the date of authorization of stock options to the date when all the stock options granted to the incentive object are exercised or cancelled, and the maximum period shall not exceed 48 months.
9、 The waiting period is the time from the date of completion of registration of stock option authorization to the date of stock option exercise. Different waiting periods are applicable to all stock options granted to incentive objects. The interval between the authorization date and the first vesting date shall not be less than 12 months. The exercise period of stock options granted and the exercise schedule of each period are shown in the table below:
From the first trading day after 12 months from the date of stock option authorization to the stock
30% on the last trading day within 24 months from the date of option authorization in the first exercise period
From the first trading day after 24 months from the date of stock option authorization to the stock
30% on the last trading day within 36 months from the date of option authorization in the second exercise period
From the first trading day 36 months after the date of stock option authorization to the stock
40% on the last trading day within 48 months from the option authorization date in the third exercise period
10、 The performance conditions for the exercise of stock options granted by the incentive plan are shown in the table below:
The first exercise period in 2022 is based on the operating income in 2021, and the growth rate of operating income in 2022 shall not be less than 50%.
The second exercise period in 2023 is based on the operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 125%.
The third exercise period in 2024 is based on the operating income in 2021, and the growth rate of operating income in 2024 is not less than 238%.
Note: the above "operating income" refers to the audited operating income of the listed company.
11、 All incentive objects of the incentive plan 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, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
12、 Juneyao Grand Healthy Drinks Co.Ltd(605388) commitment: the company will not provide loans or any other form of financial assistance for any incentive object to obtain relevant stock options under the incentive plan, including providing guarantee for its loans.
13、 Juneyao Grand Healthy Drinks Co.Ltd(605388) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
14、 The incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
15、 After the incentive plan is reviewed and approved by the general meeting of shareholders, the company will convene the board of directors to grant rights and interests to the incentive objects within 60 days (if there are conditions for granting rights and interests, it shall be calculated from the date of achievement of the conditions) in accordance with relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentive of listed companies, the period during which rights and interests cannot be granted shall not be counted within 60 days.
16、 The implementation of this incentive plan will not result in the company's equity distribution not meeting the requirements of listing conditions.
Chapter I interpretation Chapter II purpose and principles of this incentive plan 2 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of underlying stocks involved in the plan 6 Chapter VI timing of this incentive plan Chapter VII exercise price of stock options and determination method of exercise price Chapter VIII conditions for granting and exercising stock options Chapter IX adjustment methods and procedures of this incentive plan Chapter 10 accounting treatment of stock options Chapter XI implementation procedures of this incentive plan 20 Chapter XII respective rights and obligations of the company / incentive object 24 Chapter XIII handling of changes in the company / incentive object 26 chapter XIV other important matters twenty-nine
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
Juneyao Grand Healthy Drinks Co.Ltd(605388) , the company and the public refer to Juneyao Grand Healthy Drinks Co.Ltd(605388)
department
Equity incentive plan and this incentive refers to the stock option incentive plan of Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022
Incentive plan, this plan
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions in a certain period of time in the future
Incentive objects refer to the directors, senior managers and key personnel of the company (including holding subsidiaries) who obtain stock options in accordance with the provisions of the incentive plan
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The term of validity refers to the period from the date of authorization of stock options to the date of completion of exercise or cancellation of all stock options
Waiting period refers to the period between the registration date of stock option authorization and the vesting date of stock option
Exercise refers to the behavior that the incentive object exercises the stock option to purchase the shares of the company according to the arrangement of the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the 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 Juneyao Grand Healthy Drinks Co.Ltd(605388) articles of association
Remuneration and appraisal committee refers to the remuneration and appraisal committee of the board of directors
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people's Republic of China
The company's assessment management measures refer to the assessment management measures for the implementation of stock option incentive plan in Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this incentive plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. If there is any difference in the mantissa between the sum of some total numbers and each detailed number in the incentive plan, it is caused by rounding.
In order to further improve the Juneyao Grand Healthy Drinks Co.Ltd(605388) governance structure, improve the company's medium and long-term incentive and restraint mechanism, realize the incentive and restraint of the company's directors, senior managers and core backbone personnel, integrate their interests more closely with the long-term development of the enterprise, share risks and interests, fully mobilize their enthusiasm and creativity, and promote the long-term behavior of decision makers and managers, Enhance the driving force of the company's internal growth, improve the company's own cohesion and market competitiveness, promote the company's sustainable and high-quality development, and maximize the value of the company and shareholders. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with relevant laws such as the company justice, the securities law, the management measures, etc The incentive plan is formulated in accordance with the regulations, normative documents and the articles of association.
It is a kind of incentive mechanism for the company's shareholders to increase their confidence in the company's performance and share the benefits of the company. At the same time, it is also conducive to the establishment of a positive incentive mechanism for the company's shareholders and the implementation of the plan, which is also conducive to the improvement of the company's performance and the performance of employees, Enhance the influence and recognition of the company in the secondary market.
The incentive plan adheres to the following principles:
1. Adhere to legal norms, openness and transparency, and abide by laws and regulations and the provisions of the articles of Association;
2. Adhere to safeguarding the interests of shareholders and the company, and promote the maintenance and appreciation of capital, which is conducive to the sustainable and high-quality development of the company;
3. Adhere to the combination of incentives and constraints, the symmetry of risks and benefits, and reasonably determine the incentive amount of incentive objects;
4. We should proceed from reality, start in a standardized way, step by step and constantly improve.
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 of the board of directors shall be responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation, and the board of directors shall review the incentive plan
