Securities code: Juneyao Grand Healthy Drinks Co.Ltd(605388) securities abbreviation: Juneyao Grand Healthy Drinks Co.Ltd(605388) Announcement No.: 2022007
Juneyao Grand Healthy Drinks Co.Ltd(605388)
2022 stock option incentive plan (Draft) summary announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● equity incentive method: Stock Option
● share source: the company issues RMB A-share common shares to the incentive objects
● the incentive plan plans 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.
1、 Basic information of the company
(I) Company Profile
Company name Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as “Junyao health”, “company”)
Legal representative: Wang Junhao
Stock code Juneyao Grand Healthy Drinks Co.Ltd(605388)
The registered capital is 430 million yuan
Shanghai stock exchange where the shares are listed
Listing date: August 18, 2020
Registered address: No. 257, Yixing Avenue, Yiling District, Yichang City, Hubei Province
Office address: 31st floor, Junyao International Plaza, 789 Zhaojiabang Road, Xuhui District, Shanghai
Unified social credit Code: 914205007146625835
Business scope: production of dairy products (liquid milk: pasteurized milk, sterilized milk and sour milk); Production of beverages (protein drinks and other beverages); Production of plastic containers for food; Wholesale and retail of prepackaged food (including dairy products) (the above business scope shall be operated according to the approved contents of the license or approval document, and shall not be operated without relevant valid license or approval document)
(II) composition of the board of directors, the board of supervisors and senior managers
The board of directors of the company consists of 9 directors, including 3 independent directors; The board of supervisors of the company consists of three supervisors, including one employee representative supervisor; There are 8 senior managers in the company.
(III) main performance of the company in recent three years
Unit: yuan currency: RMB
Operating income 85189937834124590950233128678736542
Net profit attributable to shareholders of listed companies 213834514972953326411125384987349
Deduction attributable to shareholders of listed companies
Net profit of non recurring profit and loss 174956118852512337896023442964369
Basic earnings per share (yuan / share) 0.56 0.82 0.71
Basic earnings per share after deducting non recurring profits and losses
(yuan / share) 0.46 0.70 0.65
Weighted average return on net assets (%) 16.82 36.06 41.14
Weighted average after deducting non recurring profit and loss
Return on net assets (%) 13.71 30.68 38.00
Net assets attributable to shareholders of listed companies 1930840672639415384962173849257510
Total assets 2171712744371344262161501099 Anhui Tatfook Technology Co.Ltd(300134) 84
2、 Purpose of implementing incentive plan
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 the company law of the people’s Republic of China (hereinafter referred to as the “company law”) The provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations, normative documents and the articles of association, Formulate the company’s 2022 stock option incentive plan (Draft) (hereinafter referred to as “the incentive plan” or “the plan”).
3、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive mode of this incentive plan is stock option.
(II) source of underlying stock
The subject stock involved in the incentive plan comes from the company’s RMB A-share common stock issued by the company to the incentive object.
4、 Number of rights and interests to be granted
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.
5、 Scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with 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.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are the directors, senior managers and key personnel of the company (including holding subsidiaries, the same below), excluding 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. The remuneration and assessment committee of the board of directors (hereinafter referred to as the “Remuneration and assessment committee”) shall draw up a list of personnel who meet the scope of incentive objects of the incentive plan, which shall be verified and determined by the board of supervisors of the company.
(II) scope of incentive objects
The total number of incentive objects to be granted in the incentive plan is 63, accounting for 8.39% of the 751 employees of the company as of October 31, 2021.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company, and the other incentive objects must have employment or labor relations with the company or its holding subsidiaries. All incentive objects must work within the assessment period of the incentive plan.
(III) list of incentive objects and distribution of rights and interests to be granted
1 Zhu hangming, vice chairman and general manager 42.00 3.50% 0.10% Manager
2 Lei Hongze, deputy general manager 40.00 3.33% 0.09%
3 Luo Xiyi, deputy general manager 40.00 3.33% 0.09%
4 Xiang Weibing deputy general manager 36.00 3.00% 0.08%
5 Ge Xin, deputy general manager 36.00 3.00% 0.08%
6 Cui Peng financial principal 24.00 2.00% 0.06%
7 Guo Qin, Secretary of the board of directors 24.00 2.00% 0.06%
8 core backbone personnel (no more than 56) 958.00 79.83% 2.23%
1,200.00 100.00% 2.79%
Note: 1. There are no shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children among the proposed incentive objects of the incentive plan, and there are no independent directors and supervisors among the incentive objects.
2. The shares of the company granted to any of the above incentive objects through all effective equity incentive plans do not exceed 1.00% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 10.00% of the total share capital of the company. If the incentive object voluntarily abandons the granted rights and interests for personal reasons, the board of directors shall adjust the number of grants accordingly, and directly reduce or distribute the share of rights and interests abandoned by the incentive object among the incentive objects.
3. The difference in mantissa between the sum of the above total and each detailed number is caused by rounding.
The detailed list of incentive objects of the incentive plan is detailed in the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) List of incentive objects of Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 stock option incentive plan disclosed on the.
(IV) the above incentive objects do not include the company’s 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.
(V) if the incentive object fails to comply with the administrative measures and the provisions of the incentive plan during the implementation of the incentive plan, the company will terminate its right to participate in the incentive plan and cancel its granted but not exercised stock options.
6、 Exercise price of stock option and its determination method
(I) exercise price of stock options
The exercise price of stock options in the incentive plan is 20.21 yuan per share, that is, after meeting the exercise conditions, each stock option granted to the incentive object can purchase one share of the company’s shares at the price of 20.21 yuan.
(II) method for determining the exercise price of stock options
The exercise price of stock options shall not be lower than the par value of the stock, and in principle shall not be lower than the higher of the following prices:
1. The average trading price of the company’s shares in the first trading day before the announcement of the draft plan (total trading volume of shares in the first trading day / total trading volume of shares in the first trading day) is 20.21 yuan / share;
2. The average trading price of the company’s shares in the first 20 trading days before the announcement of the draft plan (total stock trading volume in the first 20 trading days / total stock trading volume in the first 20 trading days) is 18.26 yuan / share.
7、 Arrangement of waiting period and exercise period
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 under the plan and the exercise schedule of each period are shown in the table below:
The first exercise period starts from the first trading day 12 months after the stock option authorization date to 30% of the stock
The last trading day within 24 months from the date of option authorization
The second exercise period starts from the first trading day 24 months after the stock option authorization date to 30% of the stock
Last within 36 months from the date of option grant
