Securities abbreviation: Yanker Shop Food Co.Ltd(002847) securities code: 002847 Yanker Shop Food Co.Ltd(002847)
Restricted stock incentive plan for 2021
(Revised Draft)
Yanker Shop Food Co.Ltd(002847)
January 2002
statement
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 legal liabilities for its authenticity, accuracy and completeness. hot tip
1、 The Yanker Shop Food Co.Ltd(002847) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan” and “the plan”) is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of equity incentive of listed companies The guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive, other relevant laws, regulations and normative documents, and the articles of association of Yanker Shop Food Co.Ltd(002847) (hereinafter referred to as ” Yanker Shop Food Co.Ltd(002847) ” or “the company” and “the company”).
2、 The incentive tool adopted in the incentive plan is restricted stock, and the stock source is the company’s A-share common stock repurchased by the company from the secondary market.
3、 The number of restricted shares to be granted under the incentive plan is 2236701 shares, accounting for 1.73% of the total capital stock of the company on the announcement date of the incentive plan of 129.36 million shares.
As of the announcement date of this incentive plan, the number of shares still in force of the company’s restricted stock incentive plan in 2019 is 5.36 million shares, and the total number of subject shares involved in all equity incentive plans in force is 7596701 shares, accounting for 5.87% of the total share capital of the company on the announcement date of this incentive plan, The total number of underlying 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 number of restricted shares granted to any incentive object in the incentive plan shall not exceed 1% of the total share capital of the company on the announcement date of the incentive plan.
4、 The total number of incentive objects of the incentive plan is 32, including directors, senior managers and core technical (business) personnel of the company (including subsidiaries).
The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(i) 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） 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 equity incentive of listed companies according to laws and regulations;
（6） Other circumstances recognized by the CSRC.
5、 The grant price of restricted shares in the incentive plan is 53.37 yuan / share. 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 conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment and dividend distribution, the grant price of restricted shares and the number of restricted shares will be adjusted accordingly according to the plan.
6、 The validity period of the incentive plan is from the date of completion of the registration of the grant of restricted shares to the date of lifting the restriction on the sale or repurchase cancellation of all the restricted shares granted to the incentive object, which shall not exceed 48 months at most.
7、 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) 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.
8、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares according to the incentive plan, including providing guarantee for its loans.
9、 The incentive object promises that if the company does not comply with the arrangement for 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 object shall return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors to grant the incentive objects in accordance with relevant regulations, and complete relevant procedures such as registration and announcement. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid. 12、 The implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
Section 1 interpretation Section II purpose and principles of this incentive plan Section III Management Organization of this incentive plan Section IV determination basis and scope of incentive objects Section 5 type, source, quantity and distribution of restricted shares Section VI validity period, grant date, restriction period, release period and lock up period of this incentive plan Section 7 grant price of restricted shares and determination method of grant price Section 8 conditions for granting and releasing restricted shares Section IX adjustment methods and procedures of restricted stock incentive plan Section 10 accounting treatment of restricted shares Section 11 implementation, grant and release procedures of restricted stock incentive plan Section 12 respective rights and obligations of the company and the incentive object Section 13 handling of changes between the company and incentive objects Section 14 relevant disputes or dispute settlement mechanism between the company and the incentive object Section 15 principle of repurchase and cancellation of restricted shares Section 16 Supplementary Provisions thirty-seven
Section I interpretation
In this draft, unless the context otherwise requires, the following words have the following meanings:
Yanker Shop Food Co.Ltd(002847) refers to Yanker Shop Food Co.Ltd(002847)
Company and the company’s restricted stock
Incentive plan and this incentive refers to Yanker Shop Food Co.Ltd(002847) 2021 restricted stock incentive plan (Draft)
Plan, this plan
According to the conditions and prices specified in the incentive plan, the company grants a certain number of company restricted stocks to incentive objects, which refer to stocks. These stocks are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met
Incentive objects refer to the directors, senior managers and core technical (business) personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the incentive plan
The 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
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The 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
The 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
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
Company law means the company law of the people’s Republic of China
Securities Law means 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 business handling guide refers to the business handling guide for listed companies of Shenzhen Stock Exchange No. 9 – equity incentive
No. 9
Articles of association means the Yanker Shop Food Co.Ltd(002847) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Notes: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some totals and each breakdown is caused by rounding.
Section II purpose and principles of this incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s middle and senior managers and core technical (business) personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the guide for business handling No. 9 and the provisions of the articles of association.
Section III Management Organization of the incentive plan
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 (hereinafter referred to as the “Remuneration Committee”) is established under the board of directors to formulate and revise the incentive plan and submit it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors is the supervision organization of the incentive plan and is responsible for reviewing the list of incentive objects. The board of supervisors shall express opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders, and supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange.
4、 The independent directors will solicit the entrusted voting rights from all shareholders of the incentive plan, and express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
Before the company grants rights and interests to the incentive object, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive object to be granted rights and interests set in the incentive plan have been met. If the rights granted by the company to the incentive object are different from the arrangement of the plan, the independent directors and the board of supervisors (when the incentive object changes) shall express clear opinions at the same time.
Before the incentive objects exercise their rights and interests, the independent directors and the board of supervisors shall express clear opinions on whether the conditions for the incentive objects to exercise their rights and interests set in the incentive plan have been met.
Section IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
(i) 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, business handling guide No. 9 and other relevant laws, regulations, normative documents and 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 the incentive plan are directors, senior managers and core technical (business) personnel of the company (including subsidiaries). The salary 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.
2、 Scope of incentive objects
The incentive plan grants 32 incentive objects in total, including:
(i) Directors and senior managers of the company (including subsidiaries);
（2） Core technical (business) personnel of the company (including subsidiaries);
The incentive objects involved in 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.
Among the incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company (including subsidiaries) and sign labor contracts or employment agreements when the company grants restricted shares and during the assessment period of the plan.
3、 Verification of incentive objects
(i) After the plan is reviewed and approved by the board of directors, the company shall publicize the names and positions of incentive objects internally for a period of no less than 10 days.
（2） The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the general meeting of shareholders of the company considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
Section 5 types, sources, quantities and distribution of restricted shares
