Hunan Qiyuan law firm on Yanker Shop Food Co.Ltd(002847) adjusting the incentive plan for restricted shares in 2021
Of some performance appraisal indicators
Legal opinion
January 2022
Hunan Qiyuan law firm
About Yanker Shop Food Co.Ltd(002847)
Adjust the restricted stock incentive plan in 2021
Of some performance appraisal indicators
Legal opinion
To: Yanker Shop Food Co.Ltd(002847)
Hunan Qiyuan law firm (hereinafter referred to as “the firm”) accepts the entrustment of Yanker Shop Food Co.Ltd(002847) (hereinafter referred to as “the company” or ” Yanker Shop Food Co.Ltd(002847) “) as the special legal adviser of the company’s 2021 restricted stock incentive plan project (hereinafter referred to as “the incentive plan” or “the incentive plan”) to provide special legal services for the company’s incentive plan.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the guidelines for the business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive and other current laws, regulations and normative documents issued by Shenzhen Stock Exchange, as well as the relevant provisions of the Yanker Shop Food Co.Ltd(002847) articles of Association (hereinafter referred to as the “articles of association”), This legal opinion is issued on matters related to the company’s adjustment of some performance evaluation indicators of the incentive plan (hereinafter referred to as “the adjustment of the incentive plan”).
The Office (including the handling lawyer) declares as follows:
(i) The exchange issues legal opinions in accordance with Chinese laws, regulations, rules of local governments and departments, normative documents, relevant provisions of CSRC and stock exchanges, and facts that have occurred or exist before the issuance date of this legal opinion.
（2） The exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the company’s behavior and this application, so as to ensure that there are no false records, misleading statements and major omissions in this legal opinion.
（3） The legal opinion issued by the exchange is based on the company’s assurance to the exchange that the company and its actual controllers, directors, supervisors, other senior managers and relevant natural persons have provided the exchange with authentic, complete and effective original written materials, copies or oral testimony deemed necessary by the exchange to issue legal opinions, and
（4） When issuing legal opinions, the exchange fulfilled the special duty of care of legal professionals for legal professional matters and the general duty of care of ordinary people for non legal professional matters such as accounting, evaluation and credit rating. For the fact that the legal opinion issued by the exchange is very important and cannot be supported by independent evidence, the exchange shall issue opinions according to the certificates issued by the company, relevant government departments and other relevant institutions, organizations or individuals. （5） The exchange only gives opinions on legal issues related to the adjustment of performance assessment indicators of the company’s incentive plan, but does not give opinions on the rationality of the underlying stock value, assessment standards, accounting, finance and other non legal professional matters involved in the company’s incentive plan. The quotation of relevant financial data or conclusions in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions. The institute does not have the appropriate qualification to verify and evaluate such data and conclusions. （6） The exchange agrees to take this legal opinion as one of the necessary documents for matters related to the adjustment of the company’s incentive plan, report or publicly disclose it together with other application materials, and bear corresponding legal liabilities for the legal opinion issued according to law.
（6） This legal opinion is only for the purpose of the company’s implementation of the adjustment of the incentive plan, and shall not be used for any other purpose without the written consent of the exchange.
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1、 Approval and authorization of this incentive plan adjustment
After verification by our lawyers, as of the date of issuance of this legal opinion, Yanker Shop Food Co.Ltd(002847) has performed the following procedures for the adjustment of the incentive plan:
(i) 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 the incentive objects through the company’s intranet. Within the publicity time limit, the board of supervisors of the company did not receive any objections or adverse reactions 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.
（4） On April 20, 2021, the company’s 2020 annual general meeting of shareholders deliberated and adopted the
<2021年限制性股票激励计划（草案）>
And the summary of the proposal and other proposals related to the incentive plan, agree that the company implement the incentive plan, and the related shareholders avoid voting; Subsequently, the company disclosed the self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2021.
（5） On April 30, 2021, the eighth meeting of the third board of directors and the sixth meeting of the third board of supervisors deliberated and approved the proposal on granting restricted shares to incentive objects, and determined that April 30, 2021 would be the grant date of the incentive plan to grant 2236701 restricted shares to 32 eligible incentive objects, and the related directors of the company avoided voting, The independent directors gave independent opinions, and the board of supervisors verified the list of incentive objects granted restricted shares.
（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 company’s 2021 restricted stock incentive plan, the proposal on adjusting the measures for the implementation and evaluation of the company’s 2021 restricted stock incentive plan 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.
Accordingly, the exchange believes that, as of the date of issuance of this legal opinion, the adjustment of the company’s incentive plan has obtained the necessary authorization and approval at the present stage, in line with the relevant provisions of the management measures, the articles of association and the 2021 restricted stock incentive plan (Draft), and the adjustment of the incentive plan needs to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Specific contents of this incentive plan adjustment
According to the proposal on adjusting some performance evaluation indicators of the company’s restricted stock incentive plan in 2021 deliberated and adopted at the 13th meeting of the third board of directors of the company, combined 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, and establish and improve the company’s long-term incentive mechanism, The company plans to adjust the performance assessment objectives at the company level in 2022 and 2023 in the restricted stock incentive plan in 2021. Specific adjustments are 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 sales restriction lifting period in 2021 is not less than 28%, and the net
The profit growth rate 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 net
The profit growth rate shall not be 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 net
The profit growth rate 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.
Accordingly, the exchange believes that the adjustment of the incentive plan complies with the relevant provisions of the administrative measures, the articles of association and the 2021 restricted stock incentive plan (Draft), and there is no obvious damage to the interests of the listed company and all shareholders.
3、 Concluding observations
In conclusion, the exchange believes that as of the date of issuance of this legal opinion, the adjustment of the company’s incentive plan has obtained the necessary authorization and approval at this stage. The adjustment of the incentive plan complies with the relevant provisions of the administrative measures, the articles of association and the 2021 restricted stock incentive plan (Draft), and there is no obvious damage to the interests of the listed company and all shareholders. The adjustment of the incentive plan needs to be submitted to the general meeting of shareholders for deliberation and approval. This legal opinion shall come into force after being signed by our lawyers and stamped with our official seal. This legal opinion is made in triplicate, one of which is retained by the exchange, and the other two are submitted to the company, each of which has the same legal effect.
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(there is no text on this page, which is the signature and seal page of the legal opinion of Hunan Qiyuan law firm on Yanker Shop Food Co.Ltd(002847) adjusting some performance evaluation indicators of the restricted stock incentive plan in 2021) Hunan Qiyuan law firm (official seal)
Principal: Handling lawyer:
Ding Shaobo mobiao
Handling lawyer:
Zhou Xiaoling
specific date
