Securities abbreviation: Beijing Sanyuan Foods Co.Ltd(600429) securities code: 600429 Beijing Sanyuan Foods Co.Ltd(600429)
Restricted stock grant scheme in 2022
January 2002
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure, improve the incentive and restraint mechanism, attract and retain excellent management backbone and technical talents meeting the needs of the company, improve the ability of sustainable development and promote the development of the company, according to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies The plan is formulated in accordance with the provisions of the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), the measures for the administration of equity incentive by listed companies, the notice on printing and distributing the guiding opinions on the standardized implementation of equity and dividend incentive by municipal managed enterprises, the Beijing Sanyuan Foods Co.Ltd(600429) articles of association and other relevant laws, administrative regulations and normative documents.
Article 2 the equity incentive plan (hereinafter referred to as “the plan”) is conducted in the form of restricted shares.
Article 3 the plan shall come into force after performing the procedures for approval or filing, and shall be implemented by Beijing Sanyuan Foods Co.Ltd(600429) (hereinafter referred to as ” Beijing Sanyuan Foods Co.Ltd(600429) ” or “the company”) in accordance with the relevant provisions of Shanghai Stock Exchange.
Chapter II implementation scope of equity incentive plan
Article 4 basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the plan are 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 measures for the administration of equity incentive of listed companies (Order No. 148 of China Securities Regulatory Commission, hereinafter referred to as the “administrative measures”) Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA Pai [2006] No. 175, (hereinafter referred to as “No. 175 document”); notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA Pai [2008] No. 171, (hereinafter referred to as “No. 171 document”) Relevant laws and regulations, such as the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi Kao Fen [2020] No. 178, hereinafter referred to as the “guidelines”), the notice on printing and distributing the guiding opinions on the standardized implementation of equity and dividend incentive by municipal enterprises (Jing Guo Zi Fa [2021] No. 20, hereinafter referred to as the “guiding opinions”), etc The relevant provisions of normative documents and the articles of association shall be determined in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of the plan are directors, senior managers, core managers and core backbone employees of the company (including its subsidiaries). For the personnel who meet the scope of incentive objects of the plan, the salary assessment committee shall draw up a list, which shall be verified and determined by the board of supervisors of the company.
Article 5 scope of incentive objects
The plan grants incentives to no more than 189 people for the first time, including directors, senior managers, core managers and core backbone employees of the company (including the company’s holding subsidiaries, the same below). The incentive objects reserved for grant shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall disclose the relevant information of the incentive objects in a timely and accurate manner on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
The incentive objects granted in this scheme do not include municipal management cadres, external directors (including independent directors)
Supervisors and shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their allocation
I, parents, children. All incentive objects must have the same relationship with the company or its holding subsidiaries
Employment relationship or holding a position in the company or the company’s holding subsidiary and signing a labor contract.
Chapter III grant of restricted shares
Article 6 stock source of restricted stock incentive plan
The stock source is Beijing Sanyuan Foods Co.Ltd(600429) A-share common stock issued by the company to the incentive object.
Article 7 the number of shares subject to the restricted stock incentive plan
The number of restricted shares granted by the company this time is 22.46 million, accounting for about 30% at the time of announcement of the plan
The total share capital of the company is 1.5% of 1497557426 shares. Among them, 20.58 million shares were granted for the first time, about
Accounting for 1.37% of the company’s current total share capital of 1497557426 shares; 1.88 million shares are reserved, accounting for
The existing total share capital is 0.13% of 1497557426 shares, and the reserved part accounts for about the equity granted this time
8.37% of the total.
The number of restricted shares granted to any incentive object in the plan does not exceed the amount of the plan
1% of the total share capital of the company at the time of announcement. Restricted shares granted under the plan and the company
The total amount of the company’s underlying shares involved in his effective equity incentive plan does not exceed the company’s shares
10% of the total amount of the project.
Article 8 distribution of restricted shares granted to incentive objects
The restricted shares granted under the plan shall be divided among the incentive objects according to the following proportion
Configuration:
The proportion of job incentive amount in the total amount of restricted shares granted in the current total share capital number (10000 shares)
1 Yu Yongjie, party secretary and chairman 80 3.56% 0.05%
2 Tang Hong, general manager 80 3.56% 0.05%
3 Chen Lijun, director, chief scientist and deputy general manager 80 3.56% 0.05%
4 Tang Yanping, supervisor, deputy secretary of the Party committee, Secretary of the Discipline Inspection Commission and chairman of the trade union 40 1.78% 0.03%
5 Wang Hui executive deputy general manager 60 2.67% 0.04%
6 an Changlin chief financial officer 40 1.78% 0.03%
7 Zhang Na, Secretary of the board of directors 30 1.34% 0.02%
8 Zhou Hui general counsel 30 1.34% 0.02%
Core managers and key employees (181 persons) 1618 72.04% 1.08%
Total number of First grants (189 persons) 2058 91.63% 1.37%
Reserved 188 8.37% 0.13%
Total 2246 100.00% 1.50%
Note: the grant value of the rights and interests of directors and senior managers appointed by the board of directors shall not be higher than 40% of the total salary level at the time of grant.
The shares of the company granted by any of the above incentive objects through the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company. The total number of subject shares involved in the equity incentive plan within the whole validity period of the company does not exceed 10% of the total share capital of the company when the plan is submitted to the general meeting of shareholders. If the incentive object voluntarily gives up the granted rights and interests for personal reasons, the board of directors shall adjust the granted amount accordingly. When the incentive object subscribes for restricted shares, due to insufficient funds, the amount of restricted shares may be reduced accordingly.
According to document No. 171, guidelines and guiding opinions, the number and distribution principle of rights and interests of the plan comply with the following provisions:
1. The incentive objects granted by this plan do not participate in the equity incentive plans of two or more listed companies at the same time, and there are no major shareholders or actual controllers holding more than 5% of the company’s equity, their spouses and immediate relatives among the incentive objects.
2. The total amount of individual rights and interests granted to all incentive objects participating in the incentive plan does not exceed 1% of the current total share capital of the company.
Chapter IV conditions for granting restricted shares
Article 9 conditions for granting restricted shares
If any of the following grant conditions is not met, restricted shares shall not be granted to the incentive object.
(I) the company is not under any of the following circumstances:
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. Equity incentive is prohibited by laws and regulations;
7. Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following circumstances:
1. The economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties; 2. The incentive object’s party construction assessment and evaluation result is “unqualified”;
3. Violating the relevant laws and regulations of the state and the articles of association of the listed company;
4. 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;
5. Failing to perform or correctly performing its duties, causing major asset losses and other serious adverse consequences to the listed company;
6. Being identified as inappropriate by the stock exchange within the last 12 months;
7. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months; 8. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
9. He / she is not allowed to serve as a director or senior manager of the company as stipulated in the company law;
10. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
11. Other circumstances recognized by the CSRC.
(III) the company’s performance assessment conditions are up to standard, that is, the first and reserved awards meet the following conditions: 1. In 2021, the return on net assets after the company’s non parent deduction shall not be less than 2.6%, and based on the average value of the return on net assets after the company’s non parent deduction from 2018 to 2020, the growth rate of the return on net assets after the company’s non parent deduction in 2021 shall not be less than the 50th percentile of the benchmarking enterprise.
2. Based on the average value of the company’s net profit after non deduction from the parent company in 2018-2020, the growth rate of the company’s net profit after non deduction from the parent company in 2021 shall not be less than 160% and not less than the 50th percentile of the benchmarking enterprise.
3. Based on the average value of the company’s self operated low-temperature fresh milk income from 2018 to 2020, the growth rate of the company’s self operated low-temperature fresh milk income in 2021 will not be less than 16%.
4. In 2021, the company’s revenue from self operated high-end products will account for no less than 28% of the company’s total revenue from self operated products.
5. The number of new products of the company in 2021 shall not be less than 20
