Securities abbreviation: Beijing Sanyuan Foods Co.Ltd(600429) securities code: 600429 Citic Securities Company Limited(600030)
about
Beijing Sanyuan Foods Co.Ltd(600429)
Restricted stock incentive plan (Draft)
of
Independent financial advisor Report
Independent financial advisor
(North block, excellence Times Plaza (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen) January 2002
catalogue
1、 Interpretation 4 II. Statement 5 III. basic assumptions 6 IV. main contents of this restricted stock incentive plan seven
(I) source of incentive instruments and underlying stocks seven
(II) number of restricted shares granted seven
(III) scope and distribution of incentive objects seven
(IV) validity period, grant date and relevant time arrangement after the grant of restricted shares eight
(V) method for determining the grant price of restricted shares ten
(VI) assessment conditions for restricted stocks twelve
5、 Opinion of independent financial advisor nineteen
(I) verification opinions on whether the Beijing Sanyuan Foods Co.Ltd(600429) restricted stock incentive plan meets the provisions of policies and regulations nineteen
(II) verification opinions on the feasibility of the company's equity incentive plan twenty
(III) verification opinions on the scope and qualification of incentive objects twenty
(IV) verification opinions on the amount of equity granted under the equity incentive plan twenty-one
(V) verification opinions on the determination method of the grant price of the equity incentive plan twenty-one
(VI) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 21 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders (VIII) opinions on the impact of the company's implementation of equity incentive plan on the sustainable operation ability and shareholders' equity of listed companies twenty-two
(IX) opinions on the rationality of the performance appraisal system and methods of listed companies twenty-three
(x) financial opinions on the implementation of the incentive plan by the company twenty-three
（11） Other matters that should be explained twenty-four
6、 Documents for future reference and consultation methods twenty-five
(I) documents for future reference 25 (II) consultation method 25 I. interpretation
Unless the context otherwise requires, the following words and expressions have the following meanings: Beijing Sanyuan Foods Co.Ltd(600429) , company and Beijing Sanyuan Foods Co.Ltd(600429) listed company
Shounong food group refers to Beijing shounong Food Group Co., Ltd
This plan refers to the Beijing Sanyuan Foods Co.Ltd(600429) restricted stock incentive plan
The listed company grants a certain number of company shares to the incentive object according to the predetermined conditions. Restricted shares refer to that the incentive object can sell restricted shares and benefit from them only if the performance objectives meet the conditions specified in the equity incentive plan
Incentive objects refer to employees who are eligible to receive a certain number of restricted shares in accordance with the provisions of the 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 term of validity refers to the period from the date of approval by the general meeting of shareholders to the date of expiration of the restricted stock release period or the date of completion of repurchase
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the 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 plan are met
The date of lifting the restriction on sales refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sales specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the plan
CSRC refers to the China Securities Regulatory Commission
Beijing SASAC refers to the state owned assets supervision and Administration Commission of Beijing Municipal People's government
Stock exchange means Shanghai Stock Exchange
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 Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
Articles of association means the Beijing Sanyuan Foods Co.Ltd(600429) articles of association
Yuan means RMB yuan
Ten thousand yuan means ten thousand yuan
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser's report is based are provided by Beijing Sanyuan Foods Co.Ltd(600429) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing the independent financial adviser's report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the restricted stock incentive plan is fair and reasonable to Beijing Sanyuan Foods Co.Ltd(600429) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Beijing Sanyuan Foods Co.Ltd(600429) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
(III) 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.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, the draft equity incentive, the management measures for equity incentive, the resolutions of the board of directors Resolutions of the board of supervisors, opinions of independent directors, financial reports of the company for the last three years and the latest issue, and effective communication with relevant personnel of the listed company. On this basis, the independent financial adviser's report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
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 trial measures, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor's report issued by the independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable; (IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of this restricted stock incentive plan
The Beijing Sanyuan Foods Co.Ltd(600429) restricted stock incentive plan (Draft) is formulated by the remuneration and assessment committee under the board of directors of the listed company. According to the current policy environment in China and the actual situation of Beijing Sanyuan Foods Co.Ltd(600429) , the restricted stock incentive plan is adopted for the incentive objects of the company.
This report of the independent financial adviser will give professional opinions on the Beijing Sanyuan Foods Co.Ltd(600429) restricted stock incentive plan (Draft).
(I) source of incentive instruments and underlying stocks
The incentive tool adopted in this incentive plan is restricted stock. The stock source of this incentive plan is Beijing Sanyuan Foods Co.Ltd(600429) A-share common stock issued by the company to the incentive object.
(II) number of restricted shares granted
The number of restricted shares granted this time is 22.46 million shares, accounting for about 1.50% of the company's total share capital of 1497557426 shares at the time of announcement of the plan.
Among them, 20.58 million shares were granted for the first time, accounting for about 1.37% of the company's existing total share capital of 1497557426 shares; 1.88 million shares are reserved, accounting for 0.13% of the company's current total share capital of 1497557426 shares, and the reserved part accounts for about 8.37% of the total equity granted this time.
(III) scope and distribution of incentive objects
The incentive objects granted by the plan for the first time shall not exceed 189, including directors, senior managers, core managers and core backbone employees of the company (including the company's holding subsidiaries, the same below).
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of incentive limit to grant limit
Serial number name position (10000 shares) total share capital
Proportion of
1 Yu Yongjie, party secretary and chairman 80.00 3.56% 0.05%
2 Tang Hong, general manager 80.00 3.56% 0.05%
3 Chen Lijun, director, chief scientist and deputy general manager 80.00 3.56% 0.05%
4 Tang Yanping, deputy secretary of the Party committee, Secretary of the Discipline Inspection Commission and trade union 40.00 1.78% 0.03%
chairman
Proportion of incentive limit to grant limit
Serial number name position (10000 shares) total share capital
Proportion of
5 Wang Hui executive deputy general manager 60.00 2.67% 0.04%
6 an Changlin CFO 40.00 1.78% 0.03%
7 Zhang Na, Secretary of the board of directors 30.00 1.34% 0.02%
8 Zhou Hui general counsel 30.00 1.34% 0.02%
Other core managers and key employees (181 persons) 1618.00 72.04% 1.08%
Total number of First grants (189 persons) 2058.00 91.63% 1.37%
Reserve 188.00 8.37% 0.13%
Total 2246.00 100.00% 1.50%
Note: 1. All incentive objects involved in the plan do not include external directors, 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;
2. If there is any difference in the mantissa between the sum of the above total and each detailed number, it is caused by rounding;
3. During the validity of the plan, the grant value of equity interests of directors and senior managers shall not exceed 40% of the total salary level at the time of grant. The general salary level of directors and senior managers shall be determined according to the company's performance appraisal and salary management measures with reference to the principles and regulations of state-owned assets supervision and administration institutions or departments.
