Western Securities Co.Ltd(002673)
about
Yanker Shop Food Co.Ltd(002847) adjust the restricted stock incentive plan in 2021
Some performance evaluation indicators
of
Independent financial advisor Report
Independent financial advisor:
January 2002
catalogue
Chapter I interpretation 2 Chapter II states that 3 chapter 3 basic assumptions Chapter IV relevant decision-making procedures performed in this equity incentive plan 5 chapter V adjustment reasons and adjustment scheme of this equity incentive plan Chapter VI professional opinions of independent financial advisers 10 Chapter VII documents for future reference eleven
Chapter I interpretation
In this independent financial adviser's report, unless the context specifies, the following abbreviations have the following meanings: Yanker Shop Food Co.Ltd(002847) , the company refers to Yanker Shop Food Co.Ltd(002847)
Independent financial advisor means Western Securities Co.Ltd(002673)
Western Securities Co.Ltd(002673) about Yanker Shop Food Co.Ltd(002847) adjustment
The independent financial adviser report refers to the independent financial adviser report on some performance evaluation indicators of the restricted stock incentive plan in 2021
Restricted stock incentive plan Yanker Shop Food Co.Ltd(002847) 2021 restricted stock incentive plan (draft revision, this incentive plan, revised instructions)
This plan
According to the conditions and prices specified in the incentive plan, the company grants incentive objects a certain number of restricted shares, which refer to the company's shares. These shares 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
Directors and incentive objects of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of the incentive plan refer to senior managers, core technical (business) personnel and other employees that the board of directors of the company considers should be encouraged
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
Guide for business management refers to guide for business management of 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
The assessment management measures refer to the assessment management measures for the implementation of Yanker Shop Food Co.Ltd(002847) 2021 restricted stock incentive plan (Revised Version)
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Chapter II declaration
(i) The documents and materials on which the independent financial adviser's report is based are provided by Yanker Shop Food Co.Ltd(002847) , Yanker Shop Food Co.Ltd(002847) has guaranteed to the independent financial adviser that all the documents and materials provided on which the independent financial adviser's report is based are true, accurate, complete and timely, there are no omissions, false records or misleading statements, and its authenticity, accuracy, integrity Responsible for timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
（2） The independent financial adviser only gives opinions on whether the restricted stock incentive plan is fair and reasonable to the shareholders of Yanker Shop Food Co.Ltd(002847) and its impact on the shareholders' rights and interests and the sustainable operation of the listed company, which does not constitute any investment suggestions for Yanker Shop Food Co.Ltd(002847) and the possible risks to any investment decisions made by the investors according to this report, The independent financial advisor assumes no responsibility.
（3） The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the report.
（4） The independent financial adviser urges the majority of investors and shareholders to carefully read the relevant information about the restricted stock incentive plan publicly disclosed by the listed company.
（5） Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser has conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. On this basis, the independent financial adviser has issued the independent financial adviser's report and has made an in-depth investigation on the authenticity Responsibility for accuracy and completeness.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the guide for business handling No. 9, and based on the relevant materials provided by the listed company.
Chapter III basic assumptions
The independent financial advisor's report issued by the financial advisor is based on the following assumptions:
(i) There is no significant change in the current relevant national laws, regulations and policies;
（2） Yanker Shop Food Co.Ltd(002847) the materials and information provided and publicly disclosed are authentic, accurate, complete and timely;
（3） The relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable; （4） There are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（5） All parties involved in this restricted stock incentive plan can abide by the principle of honesty and trustworthiness and fully perform all obligations in accordance with the terms of the incentive plan and relevant agreements;
（6） There is no significant adverse impact caused by other unpredictable and force majeure factors.
Chapter IV relevant decision-making procedures performed in this equity incentive plan
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.
4. On April 20, 2021, the company held the 2020 annual general meeting of shareholders, which deliberated and adopted the
<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 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.
Chapter V adjustment reasons and adjustment scheme of this equity incentive plan
1、 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 business 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. 2、 Content 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" of "II. Conditions for lifting restrictions on sales of restricted stocks" in "Section VIII conditions for granting and lifting restrictions on sales of restricted stocks" in the restricted stock incentive plan, and "(I) performance assessment requirements at the company level" in "v. assessment indicators and standards" in the assessment management measures. 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 first sales restriction period is 20
