Securities code: 002847 securities abbreviation: Yanker Shop Food Co.Ltd(002847) Announcement No.: 2022-005 Yanker Shop Food Co.Ltd(002847)
On adjusting some performance evaluation indicators of restricted stock incentive plan in 2021
Notice
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.
Yanker Shop Food Co.Ltd(002847) (hereinafter referred to as “the company”) held the 13th meeting of the third board of directors and the 10th meeting of the third board of supervisors on January 3, 2022, deliberated and adopted the proposal on adjusting some performance evaluation indicators of the restricted stock incentive plan in 2021 and the proposal on adjusting the assessment management measures for the implementation of the restricted stock incentive plan in 2021. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. The specific situation is hereby announced as follows:
1、 Relevant approval procedures performed
1. On March 1, 2021, the fifth meeting of the third board of directors of the company deliberated and adopted the
<2021年限制性股票激励计划（草案）>
And summary of the proposal, about the company
<2021年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, and related directors avoided voting on relevant proposals; Meanwhile, the independent directors of the company have expressed independent opinions on matters related to the incentive plan and agreed to implement the incentive plan.
2. On March 1, 2021, the third meeting of the third board of supervisors of the company deliberated and adopted the
<2021 年限制性股票激励计划（草案）>
And summary of the proposal, about the company
<2021 年限制性股票激励计划实施考核管理办法>
Proposal on verification
<2021 年限制性股票激励计划（草案）>
The proposal of awarding the list of incentive objects in the plan agrees that the company will implement this incentive plan. 3. From April 2, 2021 to April 12, 2021, the company publicized the names and positions of some incentive objects through the company’s intranet. Within the publicity time limit, the board of supervisors of the company did not receive any objection about the proposed incentive objects. On April 14, 2021, the company disclosed the statement of the board of supervisors on the review and publicity of the list of incentive objects of the restricted stock incentive plan in 2021.
company
<2021 年限制性股票激励计划（草案）>
And the summary of the proposal and its related matters, and the related shareholders avoid voting on the related proposal; At the same time, the self inspection report of Yanker Shop Food Co.Ltd(002847) on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2021 was disclosed. 5. On April 30, 2021, the company held the eighth meeting of the third board of directors and the sixth meeting of the third board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to incentive objects, and determined that April 30, 2021 was the grant date of the incentive plan to grant 2236701 restricted shares to 32 eligible incentive objects, The company’s affiliated directors avoided voting, and the company’s independent directors expressed independent opinions on this, believing that the method for confirming the subject qualification of incentive objects is legal and effective, and the determined grant date complies with relevant regulations. The board of supervisors verified the list of incentive objects granted restricted shares this time.
6. On June 17, 2021, the company completed the registration of granting restricted shares and granted 2236701 restricted shares to 32 incentive objects. The listing date of restricted shares is June 17, 2021. 7. On January 3, 2022, the company held the 13th meeting of the third board of directors and the 10th meeting of the third board of supervisors, which deliberated and adopted the proposal on adjusting some performance evaluation indicators of the restricted stock incentive plan in 2021, the proposal on adjusting the evaluation management measures for the implementation of the restricted stock incentive plan in 2021 and other relevant proposals, Agree to adjust the company level performance assessment indicators for 2022 and 2023 in the restricted stock incentive plan for 2021, and modify the relevant provisions of the company level performance assessment indicators for 2022 and 2023 in the company’s restricted stock incentive plan for 2021 (Draft) and the management measures for the implementation and assessment of the restricted stock incentive plan for 2021. In addition to the above adjustments, Other contents of the restricted stock incentive plan in 2021 remain unchanged. The independent directors expressed their independent opinions on the relevant proposals of this adjustment.
2、 Contents of this adjustment
In combination with the changes of the current external objective environment and the actual situation of the company, in order to stabilize the team morale, fully mobilize the enthusiasm of operation and management personnel, establish and improve the company’s long-term incentive mechanism, the company plans to adjust the performance assessment objectives of the company in 2022 and 2023 in the company’s restricted stock incentive plan in 2021.
The content of this adjustment involves (III) performance assessment requirements at the company level in “Section VIII conditions for granting and lifting restrictions on sale of restricted shares” and “Article II Conditions for lifting restrictions on sale of restricted shares” in the 2021 restricted stock incentive plan, and “v. assessment indicators and standards (I) in the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan Performance assessment requirements at the company level “. The comparison before and after adjustment is as follows:
Content before adjustment:
The assessment year for lifting the restriction on sales of the incentive plan is three fiscal years from 2021 to 2023, and the assessment is conducted once in each fiscal year. The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Compared with 2020, the growth rate of operating revenue in the first period of lifting the restrictions on sales in 2021 shall not be less than 28%, and the growth rate of net profit shall not be less than 42%
Compared with 2020, the growth rate of operating revenue in the second period of lifting the restrictions on sales in 2022 is not less than 62%, and the net
The profit growth rate shall not be less than 101%
Compared with 2020, the growth rate of operating revenue in the third sales restriction lifting period in 2023 shall not be less than 104%, and
Net profit growth rate shall not be less than 186%
Note: 1. The above net profit indicators are calculated based on the net profit before deducting the equity incentive cost, and refer to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses.
2. Operating income in 2020 refers to the audited operating income in 2020; Net profit in 2020 refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2020.
3. In case of merger, reorganization and non-public offering within the above period, the calculation method of net profit shall comply with the relevant provisions approved by the CSRC.
Adjusted content:
The assessment year for lifting the restriction on sales of the incentive plan is three fiscal years from 2021 to 2023, and the assessment is conducted once in each fiscal year. The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Compared with 2020, the growth rate of operating revenue in the first period of lifting the restrictions on sales in 2021 shall not be less than 28%, and the growth rate of net profit shall not be less than 42%
Compared with 2020, the growth rate of operating revenue in the second sales restriction lifting period is not less than 38% in 2022, and the growth rate of net profit is not less than 31%
In the third period of lifting the restrictions on sales, compared with 2020, the growth rate of operating revenue in 2023 shall not be less than 66%, and the growth rate of net profit shall not be less than 101%
Note: 1. The above net profit indicators are calculated based on the net profit before deducting the equity incentive cost, and refer to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses.
2. Operating income in 2020 refers to the audited operating income in 2020; Net profit in 2020 refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2020.
3. In case of merger, reorganization and non-public offering within the above period, the calculation method of net profit shall comply with the relevant provisions approved by the CSRC.
In addition to the above adjustments, other contents in the company’s restricted stock incentive plan for 2021 and its abstract and the administrative measures for the implementation and assessment of the restricted stock incentive plan for 2021 remain unchanged. The company will revise the 2021 restricted stock incentive plan, the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan and other relevant documents accordingly according to the above adjustments.
The above adjustment plan needs to be submitted to the general meeting of shareholders for deliberation.
3、 Reason for this adjustment
When formulating the restricted stock incentive plan for 2021, based on the premise that the company will be in a normal operation environment in a certain period in the future and the more optimistic expectation of the company’s “rapid growth, benign growth and sustainable growth”, the company has set relatively complex and strict performance assessment requirements for the three assessment years from 2021 to 2023, We hope to smoothly carry out transformation and upgrading under the company’s medium and long-term strategy of “multi brand, multi category, all channel, all industry chain and (future) globalization”. However, there are significant changes in the current business environment and the company’s formulation of the restricted stock incentive plan in 2021. This major change is an unpredictable factor in the formulation of the restricted stock incentive plan in 2021, which is significantly different from the market and industry environment considered by the company at that time, The performance assessment indicators set in the original restricted stock incentive plan can no longer match the current market and industry environment of the company. If the company insists on assessing according to the original performance assessment indicators, it will weaken the incentive of the incentive plan, deviate from the original intention of the restricted stock incentive plan, and is not conducive to improving the incentive of core employees and the sustainable and healthy development of the company, Thus, it may damage the interests of shareholders of the company.
Considering the above adverse factors, although the company has actively taken various measures to eliminate the impact of this factor, combined with the actual situation of the company and after careful research, the board of Directors believes that in the principle of being responsible for the interests of shareholders, it should continue to actively take various countermeasures to minimize the adverse impact of changes in the external environment on the company, In addition, in special times, it is more necessary to boost team morale, affirm work achievements, fully mobilize employees’ work enthusiasm, make continuous efforts for the company’s development goals, realize the unity of the interests of the company, shareholders and employees, and create greater value for the company, shareholders and employees. The adjustment plan makes the company’s performance growth rate match the incentive range, which is more scientific and reasonable. After the adjustment, the performance evaluation indicators at the company level are still challenging performance objectives, which can objectively reflect the relationship between internal and external factors and the current operation situation of the company, effectively play an incentive role, promote the incentive objects to give further play to their subjective initiative, continue to maintain the fighting spirit of overcoming difficulties and tide over difficulties with the company.
In conclusion, the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the adjustment and revision of the assessment index setting is scientific and reasonable, and has a restrictive effect on the incentive objects, which can achieve the assessment purpose of the incentive plan.
4、 Impact of this adjustment on the company
The adjustment of the company’s performance evaluation indicators at the company level during the two release periods of the restricted stock incentive plan in 2021 (i.e. 2022 and 2023) is the response measures taken by the company according to the current objective business environment and actual situation in the event of major changes in the business environment. Changes in the external business environment have affected the company’s transformation and upgrading process. The adjusted performance assessment indicators at the company level are still challenging, which is conducive to fully mobilize the enthusiasm of directors, senior managers and core technical (business) personnel of the company (including subsidiaries), and will not have a significant adverse impact on the company’s business performance. This adjustment will not lead to the acceleration of exercise of rights or the early lifting of sales restrictions, and will not involve the adjustment of grant price, which is conducive to the sustainable and sound development of the company, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
5、 Opinions of independent directors
After verification, the independent directors believe that the company’s adjustment of the performance evaluation indicators at the company level in the two lifting periods of the restricted stock incentive plan in 2021 (i.e. 2022 and 2023) is a response measure taken according to the current business environment and actual situation in the event of major changes in the business environment. This adjustment can more effectively combine the interests of the company, shareholders and employees, and further stimulate the work enthusiasm of the core personnel of the company, which is conducive to the sustainable and sound development of the company, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. The specific contents and procedures of this adjustment are legal and compliant, and comply with the measures for the administration of equity incentive of listed companies, the company’s restricted stock incentive plan in 2021 and relevant laws and regulations. The related directors avoided voting.
Therefore, we agree to this adjustment of the company (i.e. adjusting the performance evaluation indicators at the company level in 2022 and 2023, the two lifting restrictions in the restricted stock incentive plan in 2021), and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
After deliberation, the board of supervisors held that the procedures and decisions of the company to adjust the performance evaluation indicators at the company level in the two lifting restriction periods (i.e. 2022 and 2023) of the restricted stock incentive plan in 2021 are legal and effective, and the adjusted performance indicators can objectively reflect the changes of the company’s business environment and operating results, which are in line with the measures for the administration of equity incentive of listed companies The company’s 2021 restricted stock incentive plan and relevant laws and regulations can ensure that
