Securities code: Jinzai Food Group Co.Ltd(003000) securities abbreviation: Jinzai Food Group Co.Ltd(003000) Announcement No.: 2022026 Jinzai Food Group Co.Ltd(003000)
About the first grant of restricted stock incentive plan in 2021
Suggestive announcement of lifting the listing and circulation of restricted shares in the first restricted period
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The number of restricted shares lifted this time is 1595000, accounting for 0.3956% of the total share capital of the company. The actual number of shares that can be listed and circulated is 1332500, accounting for 0.3305% of the current total share capital of the company.
2. The listing and circulation date of the restricted shares whose sales restrictions are lifted this time is May 25, 2022.
Jinzai Food Group Co.Ltd(003000) (hereinafter referred to as “the company”) held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors on April 22, 2022, deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the first grant of restricted stock incentive plan in 2021. According to the relevant provisions of the measures for the administration of equity incentives of listed companies and the company’s restricted stock incentive plan for 2021, the company has completed the listing and circulation procedures of shares involved in the first release period of the first grant of restricted shares in 2021. The 23 incentive objects who meet the conditions for the release of restrictions can release a total of 1.595 million shares, accounting for 0.3956% of the total share capital of the company.
The listing and circulation of shares is hereby announced as follows:
1、 Relevant approval procedures and implementation of the company’s restricted stock incentive plan in 2021 1 1. On March 30, 2021, the company held the 16th meeting of the first board of directors and the 10th meeting of the first board of supervisors, The proposal on the 2021 restricted stock incentive plan (Draft) of Chinese Food Co., Ltd. and its summary (Chinese Food Co., Ltd. has been renamed Jinzai Food Group Co.Ltd(003000) Co., Ltd.) and related matters were deliberated and adopted, and the independent directors of the company expressed their independent opinions, Considering that the incentive plan is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders, Mr. Liu Naxin, the independent director of the company, solicited voting rights from all shareholders on the relevant proposals of the incentive plan submitted to the general meeting of shareholders for deliberation. Hunan Qiyuan law firm issued the legal opinion on the 2021 restricted stock incentive plan (Draft) of Huawen Food Co., Ltd.
2. The company has publicized the names and positions of the list of incentive objects granted on the company’s intranet. The publicity period is from March 31, 2021 to April 9, 2021. During the publicity period, no objection about the proposed incentive object was received. The board of supervisors checked the list of incentive objects of the incentive plan, and disclosed the “explanation on the review opinions and publicity of the list of incentive objects of the company’s restricted stock incentive plan in 2021” and the “self inspection report on the trading of shares of the company by insiders of the restricted stock incentive plan in 2021” on April 17, 2021.
3. On April 20, 2021, the company disclosed the announcement on the correction of the company’s 2021 restricted stock incentive plan (Draft) and abstract and the corrected 2021 restricted stock incentive plan (Draft) and abstract. Hunan Qiyuan law firm issued the legal opinion on the 2021 restricted stock incentive plan (Draft) of Chinese Food Co., Ltd.
4. On April 22, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary and related matters.
5. On May 7, 2021, the company held the 18th meeting of the first board of directors and the 12th meeting of the first board of supervisors, and deliberated and adopted the proposal on adjusting the number and price of restricted stock incentive plan for the first time in 2021 and the proposal on granting restricted stock to incentive objects for the first time in 2021. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects granted restricted shares this time. Hunan Qiyuan law firm issued the legal opinion on matters related to the adjustment and initial grant of the restricted stock incentive plan of Jinzai Food Group Co.Ltd(003000) Group Co., Ltd. in 2021. The granting conditions stipulated in the company’s incentive plan have been met. It is determined that may 7, 2021 is the first granting date, and 3.19 million restricted shares are granted to 23 incentive objects at a grant price of 7.16 yuan / share. 6. On May 24, 2021, the company disclosed the announcement on the completion of the first grant of the restricted stock incentive plan in 2021 (Announcement No.: 2021033), which has completed the registration of 3.19 million shares granted to 23 incentive objects. The listing date of restricted shares is May 25, 2021, and the total number of shares of the company has increased from 40001 million shares to 403200000 shares.
7. On April 22, 2022, the company held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors, deliberated and adopted the proposal on the achievement of the first lifting of restrictions in the first granting period of part of the restricted stock incentive plan in 2021. In view of the restricted stock incentive plan in 2021
The first restricted sale period of restricted shares granted for the first time will expire on May 24, 2022. The company and
All assessment indicators of relevant incentive objects have met the conditions for lifting the restrictions on sales in the first lifting period specified in the restricted stock incentive plan in 2021. The board of Directors believes that the conditions for lifting the restrictions on sales in the first lifting period granted by the company’s restricted stock incentive plan in 2021 have been met, The board of directors agreed to handle the matters related to the lifting of the restrictions on the sale of 1595000 restricted shares of 23 incentive objects who meet the conditions for lifting the restrictions on the sale after the expiration of the first restriction period. The independent directors of the company expressed independent opinions on relevant matters, and the lawyers of Hunan Qiyuan law firm issued legal opinions.
2、 The company granted part of the restricted stock incentive plan in 2021 for the first time, and the first release period met the requirements
Description of lifting the restrictions on sales
(I) description of expiration of sales restriction
According to the provisions of the company’s incentive plan for restricted shares in 2021 (hereinafter referred to as the “incentive plan”), the first release period of restricted shares granted for the first time is from the first trading day 12 months after the completion of the first grant registration to the last trading day 24 months after the completion of the grant registration, and the release proportion is 50% of the total number of restricted shares granted for the first time.
The incentive plan of the company is granted for the first time
The grant date of restricted shares is May 7, 2021, and the listing date is May 25, 2021
The first restricted sale period of restricted shares granted by the company for the first time under this incentive plan will expire on May 24, 2022
Full.
(II) description of achievements in lifting the restrictions on sales
Achievements in lifting restrictions on sales
(I) the company is not under any of the following circumstances: 1. The financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; 2. The internal control of the financial report of the most recent fiscal year has been given a negative opinion by the certified public accountant. The audit report before the occurrence of the company or the audit report that cannot express an opinion; The above circumstances meet the solution. 3. There have been sales restrictions that have not been publicly accepted in accordance with laws and regulations, the articles of association and the conditions of public acceptance within the last 36 months after listing. The situation of profit distribution; 4. Equity incentive is not allowed according to laws and regulations; 5. Other circumstances recognized by the CSRC.
(II) the incentive object is not under any of the following circumstances: the incentive object has not been issued. 1. It has been identified as an inappropriate candidate by the stock exchange in the last 12 months; Under the circumstances mentioned before his death, he has been recognized as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months; 3. Cases of being punished by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months.
Administrative punishment or market entry prohibition measures;
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; 5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; 6. Other circumstances recognized by the CSRC.
According to the performance assessment requirements at the company level of zhongshenzhonghuanhui (III), the accounting firm (special)
Review proportion of performance assessment objectives for the lifting of sales restrictions (special general partnership), company 2021
The first lifting takes the operating income in 2020 as the base, and the operating income in 2021 will be 50% of 1.111 billion yuan, with an annual growth rate of no less than 20% compared with the period of sales restriction granted for the first time; The second release of year-on-year additional stocks in 2020 is based on the operating income in 2020, with a growth of 22.21% in 2022. The company’s performance at 50% level during the sales restriction period, and the annual growth rate of operating revenue shall not be less than 44%; Verification and cancellation limit
Conditions of sale.
(IV) performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be based on the current salary and assessment of the company
Implementation of regulations. The proportion of sales restrictions lifted at the individual level (n) is determined according to the assessment results in the following table: this incentive plan
At the individual level, the assessment results of the previous year were excellent, good, qualified and unqualified, and 23 were awarded for the first time
The proportion of sales restrictions lifted at the individual level (n) incentive objects 100% 100% 60% 0%, and the assessment result is
If the annual performance assessment at the company level reaches the standard, the individual incentive object will actually lift the limit of excellent or good in that year. Sales quota = proportion of lifting restrictions at the individual level (n) × The individual plans to lift the sales restriction limit in the current year.
To sum up, the board of Directors believes that the conditions for the first lifting of restrictions on the sale of some restricted shares granted by the company and the incentive object for the first time set in the incentive plan of the company have been met, and the company will go through the relevant procedures for the lifting of restrictions on the sale of restricted shares in accordance with the administrative measures for equity incentives of listed companies and other rules and the requirements of the 2021 restricted stock incentive plan.
3、 The listing and circulation arrangement of restricted shares is lifted this time
1. The number of incentive objects eligible for the lifting of sales restrictions this time is 23;
2. The number of restricted shares lifted this time is 1595000 shares, accounting for 0.3956% of the total share capital of the company;
3. The listing and circulation date of the restricted shares is May 25, 2022;
4. The details of the lifting of restricted shares are as follows:
The restrictions granted can be lifted this time, and the remaining restrictions have not been lifted
Name number of job-related shares sales of restricted shares sales of restricted shares
(10000 shares) quantity (10000 shares) quantity (10000 shares)
Kang Houfeng, deputy general manager and chief financial officer 35 17.5 17.5
Feng Wenji, director, deputy general manager and Secretary of the board of directors 35 17.5 17.5
Su chhui, deputy general manager 35 17.5 17.5
Core staff (20 persons) 214107
total
