Securities abbreviation: Beijing Sanyuan Foods Co.Ltd(600429) securities code: 600429 Beijing Sanyuan Foods Co.Ltd(600429)
Measures for the administration of restricted stocks in 2022
January 2002
1、 General
In order to implement Beijing Sanyuan Foods Co.Ltd(600429) (hereinafter referred to as ” Beijing Sanyuan Foods Co.Ltd(600429) ” or “the company”) restricted stock incentive plan (hereinafter referred to as “incentive plan” or “the plan”), further improve the corporate governance structure of the company, fully mobilize the enthusiasm and creativity of management personnel and business backbone, establish a long-term mechanism to attract and retain talents, and promote the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, these measures are formulated in accordance with the provisions of relevant laws, regulations, rules and normative documents.
2、 Management organization and its responsibilities
1. Responsibilities of the general meeting of shareholders
(1) Examine and approve the incentive plan, the measures and supporting documents;
(2) Approve the change and termination of the incentive plan and its supporting documents;
(3) Authorize the board of directors to handle matters related to the incentive plan.
2. Responsibilities of the board of directors
(1) Review the incentive plan, the measures and their supporting documents, and submit them to the general meeting of shareholders for voting in accordance with relevant laws and regulations;
(2) Propose the shareholders’ meeting to change or terminate the incentive plan and its supporting documents;
(3) According to the incentive plan, the provisions of these measures and the authorization of the general meeting of shareholders, organize specific work such as authorization, exercise, cancellation and repurchase;
(4) Other duties specified in the incentive plan, these measures or authorized by the general meeting of shareholders.
3. Responsibilities of the board of supervisors
(1) Be responsible for verifying the list of incentive objects of the incentive plan and explaining the verification at the general meeting of shareholders;
(2) Express opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any obvious damage to the interests of the company and all shareholders.
4. Responsibilities of salary assessment committee
The salary assessment committee shall formulate and revise the incentive plan in accordance with the provisions of relevant laws, regulations, rules and normative documents, and be responsible for handling matters related to the incentive plan in accordance with the authorization.
5. Responsibilities of equity incentive Working Group
The salary assessment committee has an equity incentive working group (hereinafter referred to as the “working group”), which is composed of personnel from the securities department, human resources department, financial management department and other relevant departments. The responsibilities of the working group are as follows:
Under the guidance of the salary evaluation committee, organize the specific implementation of the incentive plan, including the formulation, delivery, signing and collection of incentive plan agreements, track and record the granting, exercise, unlocking and change of employee shares, financial treatment and legal matters related to the incentive plan, file management of documents and documents related to the incentive plan, and be responsible for communication with the capital market, shareholders Communication and reporting with regulatory authorities and media.
3、 Effective procedure of restricted stock incentive plan
(I) the board of directors of the company shall make a resolution on the plan according to law. When the board of directors reviews the plan, the directors who are the incentive object or have an associated relationship with them shall withdraw from voting. The board of directors shall submit the plan to the general meeting of shareholders for deliberation after reviewing and adopting the plan and performing the publicity and announcement procedures; At the same time, it shall submit to the general meeting of shareholders for authorization to be responsible for the granting, lifting of restrictions on sales and repurchase of restricted shares.
(II) the independent directors and the board of supervisors shall express their opinions on whether the 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.
(III) the plan can be implemented only after it is reviewed and approved by the board of directors of shounong food group and Beijing SASAC and approved by the general meeting of shareholders of the company. The company shall publicize the list of incentive objects within the company through the company’s website or other channels before convening the general meeting of shareholders (the publicity period shall not be less than 10 days). The board of supervisors shall review the list of equity incentives and fully listen to the public opinions. The company shall disclose the explanation of the board of supervisors on the review and publicity of the incentive list five days before the general meeting of shareholders considers the plan.
(IV) when the general meeting of shareholders of the company votes on the plan, the independent directors shall solicit the entrusted voting rights from all shareholders on the plan. The general meeting of shareholders shall vote on the contents of the equity incentive plan specified in Article 9 of the management measures, and shall separately count and disclose the votes of other shareholders except the directors, supervisors, senior managers and shareholders individually or jointly holding more than 5% of the shares of the company through the approval of more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
When the general meeting of shareholders of the company deliberates the plan, the shareholders who are the incentive objects or have an associated relationship with the incentive objects shall withdraw from voting.
(V) when the plan is reviewed and approved by the general meeting of shareholders of the company and meets the grant conditions specified in the plan, the company will grant restricted shares to incentive objects within the specified time. After being authorized by the general meeting of shareholders, the board of directors shall be responsible for granting, lifting the restriction on sale and repurchase of restricted shares.
4、 Procedures for granting restricted shares
(I) the plan shall be submitted to the general meeting of shareholders of the company for deliberation after being approved by the board of directors of shounong food group and Beijing SASAC. The independent directors shall solicit entrusted voting rights from all shareholders for the plan, and the company shall provide online voting when providing on-site voting.
(II) after the plan is deliberated and approved by the general meeting of shareholders, the company and the incentive object sign the restricted stock grant agreement to specify the rights and obligations of both parties. The board of directors of the company shall handle specific restricted stock grant matters in accordance with the authorization of the general meeting of shareholders.
(III) before the company grants rights and interests to incentive objects, the board of directors shall review and announce whether the conditions set in the plan for granting rights and interests to incentive objects have been met.
(IV) independent directors and the board of supervisors shall express clear opinions at the same time. Law firms shall issue legal opinions on whether the conditions for granting rights and interests to incentive objects have been met.
(V) the board of supervisors of the company shall verify the granting date of restricted shares and the list of incentive objects and give opinions.
(VI) after the plan is reviewed and approved by the general meeting of shareholders, the company shall grant restricted shares to incentive objects and complete announcement and registration within 60 days. The board of directors of the company shall timely disclose the announcement of relevant implementation after the registration of the granted restricted shares is completed. If the company fails to complete the above work within 60 days, the implementation of the plan shall be terminated, the board of directors shall timely disclose the reasons for the failure, and shall not review the equity incentive plan again within 3 months (according to the administrative measures, the period during which the listed company shall not grant restricted shares shall not be counted within 60 days). The granting object of reserved rights and interests shall be defined within 12 months after the plan is considered and approved by the general meeting of shareholders. If the incentive object is not defined within 12 months, the reserved rights and interests shall become invalid.
(VII) before granting restricted shares, the company shall submit an application to the stock exchange. After being confirmed by the stock exchange, the securities registration and settlement institution shall handle the registration and settlement matters.
5、 Procedures for lifting restrictions on the sale of restricted shares
(I) before the date of lifting the sales restriction, the company shall confirm whether the incentive object meets the conditions for lifting the sales restriction. The board of directors shall review whether the conditions for lifting the restrictions on sales set in the plan have been achieved, and the independent directors and the board of supervisors shall express clear opinions at the same time. The law firm shall issue legal opinions on whether the conditions for the incentive object to lift the sales restriction have been met.
For incentive objects that meet the conditions for lifting the restrictions, the company shall handle the lifting of the restrictions uniformly. For incentive objects that do not meet the conditions, the company shall repurchase the restricted shares corresponding to the lifting of the restrictions. The company shall timely disclose the announcement of relevant implementation.
(II) the incentive object may transfer the restricted shares whose sales restrictions have been lifted, but the transfer of shares held by the company’s directors and senior managers shall comply with the provisions of relevant laws, regulations and normative documents.
(III) before lifting the restriction on the sale of restricted shares of incentive objects, the company shall submit an application to the stock exchange. After being confirmed by the stock exchange, the securities registration and settlement institution shall handle the registration and settlement matters.
6、 Treatment of the company under the following circumstances
(I) under any of the following circumstances, the implementation of the plan shall be terminated, and the restricted shares granted to the incentive object but not lifted shall be repurchased by the company at the grant price in accordance with the relevant provisions of the plan:
1. Failing to employ an accounting firm to conduct audit in accordance with the specified procedures and requirements;
2. The state-owned assets supervision and administration institution, the board of supervisors or the audit department raise major objections to the performance or annual financial report of the listed company;
3. The securities regulatory authority and other relevant departments impose penalties for major violations;
4. Audit report with negative opinions or unable to express opinions issued by certified public accountants in the financial report or internal control evaluation of the latest fiscal year;
5. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
6. Circumstances where equity incentive is prohibited by laws and regulations;
7. Other circumstances that the CSRC deems necessary to terminate the incentive plan.
(II) under any of the following circumstances, the company shall continue to implement the plan:
1. Change of control of the company;
2. Merger and division of the company.
(III) restricted shares whose restricted sales cannot be lifted in whole or in part in the current period due to unqualified performance assessment at the company level, assessment at the business unit level or assessment at the individual level shall not be lifted or deferred to the next period, and shall be repurchased by the company according to the lower of the grant price and the market price at the time of repurchase. “Market price at the time of repurchase” refers to the closing price of the company’s shares on the trading day before the board of directors considered the repurchase of the restricted shares of the incentive object.
(IV) if the company fails to meet the conditions for granting restricted shares or lift the restriction arrangement due to false records, misleading statements or major omissions in the information disclosure documents, the restricted shares that have not been lifted shall be repurchased by the company and the interest on bank deposits in the same period shall be paid; If the restricted shares granted to the incentive object have been lifted, all incentive objects shall return the granted rights and interests. If the incentive object who is not responsible for the above matters suffers losses due to the return of rights and interests, it can recover from the company or the responsible object in accordance with the relevant arrangements of the plan. The board of directors shall recover the income of the incentive object in accordance with the provisions of the preceding paragraph and the relevant arrangements of the plan.
7、 The personal situation of the incentive object has changed
1. If the incentive object has a job change but still works in the company or in a holding subsidiary of the company, the restricted shares granted to him shall be assessed and the restriction on sale shall be lifted in full accordance with the prescribed procedures before the job change.
2. If the incentive object dissolves or terminates the labor relationship with the company due to job transfer, dismissal, retirement, death or loss of civil capacity, and the granted rights and interests have met the exercisable time limit and performance evaluation conditions in the current year, the exercisable part (clear ownership of rights and interests) can be exercised within half a year from the date of resignation (or exercisable), and the rights and interests will become invalid after half a year. If the performance evaluation conditions are not met in the remaining years, the sales restriction will not be lifted, and the company will repurchase it according to the sum of the grant price and the interest of the bank’s time deposit in the same period.
3. If the incentive object resigns and the labor relationship is terminated for personal reasons, the restricted shares of the incentive object that have not been lifted shall be repurchased by the company according to the lower of the grant price or the market price.
4. When the incentive object becomes an independent director or supervisor who cannot hold the restricted shares of the company, the restricted shares of the incentive object that have not been lifted shall be repurchased by the company according to the sum of the grant price and the interest of the bank’s time deposit in the same period.
5. If the performance evaluation of the incentive object fails to meet the standard or the evaluation result of the party construction evaluation is “unqualified”, or there is a situation that restricted shares shall not be granted as stipulated in Article 8 of the administrative measures, the restricted shares of the incentive object that have not been lifted in the current period shall be repurchased by the company according to the lower of the grant price or the market price.
6. Under the following circumstances, the incentive object shall return the income brought by equity incentive. The restricted shares that have not been lifted shall be repurchased by the company, and the repurchase price shall be the lower of the market price and the grant price at the time of repurchase.
(1) Economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties;
(2) During his term of office, he has committed illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the business and technical secrets of the listed company, implementing related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company, and has been punished;
(3) Failing to perform or correctly performing its duties, causing major asset losses and other serious adverse consequences to the listed company;
(4) Violation of national laws and regulations, violation of professional ethics, dereliction of duty or dereliction of duty, which seriously damages the interests or reputation of the company and causes direct or indirect economic losses to the company;
(5) Being dismissed due to violation of the company’s rules and regulations, violation of the company’s employee reward and punishment management and other relevant regulations, or serious violation of discipline;
(6) Being investigated for criminal responsibility according to law for criminal acts;
(7) Violation of relevant laws and regulations or the articles of association, resulting in improper damage to the company.
7. The remuneration and assessment committee of the board of directors shall determine other unspecified situations and determine their treatment methods. 8、 Supplementary Provisions
1. The company’s salary assessment committee is responsible for formulating and revising the measures.
2. The board of directors of the company is responsible for interpreting these measures.
3. These Measures shall be implemented from the date of examination and approval by the general meeting of shareholders of the company.
4. During the implementation of the plan, it shall be subject to the annual and phased audit of the company’s discipline inspection, supervision department and superior competent department, and shall be subject to dynamic supervision throughout the whole process.
5. All documents during the implementation of the plan shall be sorted out and filed in time for future reference, and the implementation result documents such as grant details and exercise of rights shall be filed with the superior competent department in time.
Beijing Sanyuan Foods Co.Ltd(600429) January 15, 2022
