Securities code: 002650 securities abbreviation: Jiajia Food Group Co.Ltd(002650) Announcement No.: 2022-002 Jiajia Food Group Co.Ltd(002650)
Announcement on the completion of the registration of the first grant of stock option incentive plan in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
option abbreviation: plus jlc2
option Code: 037200
first authorization date: November 12, 2021
exercise price: 4.95 yuan / share
number of First grants: 37.21 million
number of First grants: 129
completion date of registration of first granted stock option: December 31, 2021
Jiajia Food Group Co.Ltd(002650) (hereinafter referred to as the “company”) in accordance with the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, On December 31, 2021, the company completed the registration of the first grant of stock options under the 2021 stock option incentive plan (hereinafter referred to as “the plan” or “the incentive plan”), and the relevant information is hereby announced as follows:
1、 Relevant approval procedures for 2021 stock option incentive plan
1. On October 22, 2021, the company held the 8th meeting of the 4th board of directors in 2021, at which the meeting reviewed the
<公司 2021 年股票期权激励计划（草案）>
And its summary
<公司 2021 年股票期权激励计划实施考核管理办法>
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan. The related directors avoided voting on the relevant proposals, and the independent directors of the company expressed their independent opinions on the relevant proposals of the company’s 2021 stock option incentive plan. The lawyer shall issue corresponding legal opinions.
2. On October 22, 2021, the company held the fourth meeting of the Fourth Board of supervisors in 2021, which deliberated and adopted the
<公司 2021 年股票期权激励计划（草案）>
And its summary
<公司 2021 年股票期权激励计划实施考核管理办法>
Proposal on verification of the company
<2021 年股票期权激励计划首次授予激励对象名单>
The board of supervisors checked the list of incentive objects granted for the first time in the incentive plan and issued verification opinions.
3. From October 23, 2021 to November 1, 2021, the company publicized the names and positions of the incentive objects of the incentive plan on the company’s official website. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On November 9, 2021, the company posted on cninfo (www.cn. Info. Com.. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the stock option incentive plan in 2021 (Announcement No.: 2021-083).
4. On November 11, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, which reviewed and adopted the
<公司 2021 年股票期权激励计划（草案）及其摘要的议案》、《关于<公司 2021 年股票期权激励计划实施考核管理办法>
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan. At the same time, the company conducted a self-examination on the trading of the company’s shares by insiders and incentive Objects 6 months before the announcement of this incentive plan, and found no case of stock trading by insiders and incentive objects using insider information. On November 12, 2021, the company posted on cninfo (www.cn. Info. Com.. CN.) Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of 2021 stock option incentive plan (Announcement No.: 2021-084).
5. On November 12, 2021, the company held the 10th meeting of the 4th board of directors in 2021 and the 6th meeting of the 4th board of supervisors in 2021. The meeting deliberated and adopted the proposal on adjusting matters related to the 2021 stock option incentive plan and the proposal on granting stock options to incentive objects for the first time. The independent directors of the company expressed their independent opinions on the matter, the board of supervisors verified the list of incentive objects granted stock options this time, and the lawyer issued corresponding legal opinions.
2、 First grant of stock option incentive plan in 2021
1. First authorization date: November 12, 2021;
2. Number of First grants: 37.21 million;
3. Number of persons granted for the first time: 129;
4. Exercise price: 4.95 yuan / share. During the period from the date of announcement of the incentive plan to the completion of stock option share registration of the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, stock subdivision or reduction, allotment and so on, the exercise price and equity quantity of stock options will be adjusted accordingly according to the incentive plan;
5. Stock source: the company’s RMB A-share common stock issued by the company to the incentive object; 6. The list of incentive objects granted for the first time and the stock options granted are as follows:
Proportion of granted shares in the period of grant shares in the incentive plan
Name position option quantity right total proportion total share capital on the announcement date
(10000 shares)
Zhou Jianwen, chairman and general manager 112824.258% 0.979%
Yang Hengshan, director and deputy general manager 521.118% 0.045%
Director Mo Wenke 521.118% 0.045%
Liu su’e CFO 521.118% 0.045%
Yang Yamei, Secretary of the board of directors 521.118% 0.045%
Directors and senior management 133628.731% 1.160%
Subtotal (5 persons)
Core technical (business) personnel and directors
Other 238551.29% and 2.07% that the board thinks need to be encouraged
Personnel (124 persons)
Reserved part 92919.98% 0.81%
Total 4650100% 4.04%
Note 1: the stock options granted to any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company.
Note 2: the incentive objects of the 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.
Note 3: the difference in mantissa between the sum of the above total and each detailed number is caused by rounding.
7. The validity period of the incentive plan is 48 months from the date of grant of stock options to the date of exercise or cancellation of all stock options.
If the stock option granted for the first time in the incentive plan meets the exercise conditions after 12 months from the authorization date, the incentive object can exercise the right in three phases according to the proportion of 40%, 30% and 30% within the following 36 months. The specific arrangements are as follows:
Exercise proportion required in the assessment of exercise period
The first exercise period is from the first trading day 12 months after the authorization date to 40% of the authorization date
The last trading day within 24 months from the date of
The second exercise period starts from the first trading day 24 months after the authorization date to 30% of the authorization date
The last trading day within 36 months from the date of
The third exercise period starts from the first trading day 36 months after the authorization date to 30% of the authorization date
The last trading day within 48 months from the date of
If the stock options reserved for grant in the incentive plan are granted in 2021, the exercise arrangement of the stock options corresponding to the reserved part is consistent with the exercise arrangement of the stock options granted for the first time.
If the stock option reserved for grant in the incentive plan is granted in 2022, the exercise arrangement of the stock option corresponding to the reserved part is shown in the table below:
Exercise proportion required in the assessment of exercise period
The first month after 12 months from the date of completion of reservation grant registration
50% within 24 months from the first exercise date to the completion of reservation grant registration
End of the last trading day
The first month after 24 months from the date of completion of reservation grant registration
50% within 36 months from the second exercise date to the completion of reservation grant registration
End of the last trading day
If the current stock option fails to apply for exercise within the above agreed period or cannot apply for exercise due to failure to meet the exercise conditions, the company will handle repurchase cancellation in accordance with the provisions of this incentive plan.
8. The performance evaluation indicators for the exercise of stock options granted by the incentive plan include the performance indicators at the company level and the performance indicators at the individual level of the incentive object. The completion of the performance requirements specified in the plan at the company level is the premise of the exercise of the incentive object.
The company level performance assessment objectives of the stock options granted by the incentive plan are shown in the table below:
Assessment requirements during exercise period
In the first exercise period, the net profit in 2021 shall not be less than RMB 10 million or the operating revenue in 2021 shall not be less than RMB 1.6 billion. In the second exercise period, the net profit in 2022 shall not be less than 200 million yuan or the operating revenue in 2022 shall not be less than 2 billion yuan. In the third exercise period, the net profit in 2023 shall not be less than 250 million yuan or the operating revenue in 2023 shall not be less than 2.5 billion yuan.
Note: the above indicators of “net profit” and “operating income” are subject to the data contained in the audited consolidated financial statements of the company. Among them, “net profit” refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the value after excluding the impact of share based payment expenses caused by this and other incentive matters such as equity incentive plans or employee stock ownership plans is used as the calculation basis; “Operating revenue” refers to the audited operating revenue of the listed company.
At the same time, according to the achievement of performance assessment objectives in each assessment year (2021-2023) (actual achievement rate of operating revenue or net profit r = actual completion value of each assessment year / performance assessment target value), the company determines the company exercise coefficient of all incentive objects according to the following table: Performance assessment
Nuclear target R ≥ 100% 100% > R ≥ 90% 90% > R ≥ 80% 80% > R ≥ 70% R < 70% actual achievement rate
Company bank 1.00.90.80.70
Weight coefficient
If the actual achievement rate r of the company’s current performance assessment objectives does not reach 70% in each exercise period, all incentive objects shall not exercise the stock options corresponding to the exercisable rights in the current year, and the incentive stock options in the current period shall be cancelled by the company. The performance appraisal at the individual level of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and appraisal. The company will score the comprehensive evaluation of the incentive object in each evaluation year, and determine the exercise coefficient according to the individual performance evaluation results of the incentive object. The performance appraisal results of incentive objects are divided into four grades: excellent, good, qualified and unqualified. The corresponding individual exercise coefficient is as follows:
When the actual achievement rate r of the company’s current operating income or net profit assessment target reaches 70% or above, the incentive object can exercise the granted stock options in accordance with the proportion specified in the incentive plan. The amount of individual exercisable right of the incentive object in the current year = the amount of individual planned exercise × Exercise coefficient of the company × Individual exercise coefficient.
If the stock option of the incentive object planned to exercise in the current period cannot be exercised or cannot be fully exercised due to assessment reasons, it shall be cancelled by the company and cannot be deferred to the next year.
3、 Explanation on the consistency between the stock options granted to the incentive object and the publicity on the company’s website
The stock options registered this time are the same as those of the company on cninfo.com on November 13, 2021（ http://www.cn.info.com..cn. ）The contents of the list of incentive objects first granted by the 2021 stock option incentive plan (authorization date) disclosed are consistent and there is no difference.
4、 Completion of registration of first grant of stock option incentive plan in 2021
