Citic Securities Company Limited(600030)
About Muyuan Foods Co.Ltd(002714)
In 2019, the restricted stock incentive plan first granted part of the second release period and reserved part of the first release period to release the listing and circulation of restricted shares
Verification opinions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) is a sponsor under the continuous supervision of Muyuan Foods Co.Ltd(002714) (hereinafter referred to as ” Muyuan Foods Co.Ltd(002714) ” and “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of Companies listed on the main board and other relevant provisions, Prudently checked the listing and circulation of the restricted shares in the second release period granted for the first time in the company’s restricted stock incentive plan in 2019 and the first release period reserved for the release of restricted shares, as follows:
1、 Brief introduction to the implementation of the company’s restricted stock incentive plan in 2019
1. On November 8, 2019, The 18th meeting of the third board of directors of the company deliberated and adopted proposals such as the proposal on and its summary, the proposal on the measures for the implementation and assessment of < Muyuan Foods Co.Ltd(002714) 2019 restricted stock incentive plan, and the proposal on requesting the shareholders' meeting to authorize the board of directors to handle matters related to equity incentive, The independent directors expressed independent opinions on relevant matters and agreed to implement the incentive plan.
On November 8, 2019, The 17th meeting of the third board of supervisors of the company deliberated and approved proposals such as the proposal on and its summary, the proposal on < Muyuan Foods Co.Ltd(002714) 2019 restricted stock incentive plan implementation and assessment management measures, and the proposal on Muyuan Foods Co.Ltd(002714) verification of the list of incentive objects of the company's 2019 restricted stock incentive plan, The company is approved to implement this incentive plan.
2. From November 9, 2019 to November 18, 2019, the company will publicize the names and positions of the incentive objects of the equity incentive plan. After the expiration of the publicity period, the board of supervisors of the company did not receive the incentive plan
There is no feedback record for any objection related to the incentive object. On November 20, 2019, the company announced the review opinions and publicity of the Muyuan Foods Co.Ltd(002714) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2019.
3. On November 25, 2019, The fifth extraordinary general meeting of the company in 2019 deliberated and approved the proposal on and its summary, the proposal on < Muyuan Foods Co.Ltd(002714) 2019 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the shareholders' meeting to authorize the board of directors to handle matters related to equity incentive, On November 26, 2019, Muyuan Foods Co.Ltd(002714) self inspection report on the trading of the company's shares by insiders of the restricted stock incentive plan in 2019 was disclosed.
4. On November 29, 2019, the 19th meeting of the third board of directors and the 19th meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the list of incentive objects first granted by the company’s restricted stock incentive plan in 2019 and the proposal on granting restricted stock votes to incentive objects. The independent directors of the company The board of supervisors and lawyers expressed their opinions on the above matters.
5. On December 29, 2019, the 21st Meeting of the third board of directors and the 21st Meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the list of incentive objects first granted by the company’s restricted stock incentive plan in 2019. The independent directors, the board of supervisors and lawyers of the company expressed their opinions on the above matters. 6. On January 13, 2020, the company issued the announcement on the completion of the registration of the first grant of restricted stock incentive plan in 2019 (Announcement No.: 2020-002), and the listing date of the granted restricted stock is January 14, 2020. The number of shares granted in this incentive plan is 42710500, the grant price is 48.03 yuan per share, and the total number of restricted shares granted this time is 909.
7. The 26th meeting of the third board of directors held on April 24, 2020 and the 2019 annual general meeting held on May 18, 2020 considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 151990 shares of restricted shares granted but not unlocked by the two resignation incentive objects, The repurchase price was 48.03 yuan / share plus the interest on bank deposits in the same period. The independent directors, the board of supervisors and lawyers of the company expressed their opinions on the above matters.
8. On June 4, 2020, the company implemented the 2019 equity distribution, and distributed 5.5 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of 2204608322 shares before dividends; At the same time, to
The capital reserve shall be increased by 7 shares for every 10 shares to all shareholders. The number of restricted shares granted for the first time was changed from 42710500 shares to 72607850 shares.
9. The 27th meeting of the third board of directors held on June 7, 2020 and the second extraordinary general meeting of 2020 held on June 23, 2020 considered and adopted the proposal on adjusting the repurchase of the company’s restricted stock incentive plan in 2019. As the 2019 profit distribution plan has been implemented on June 4, 2020, The company adjusted the repurchase of restricted shares granted but not yet lifted in the restricted stock incentive plan in 2019, and agreed to adjust the number of repurchased shares of two resigned incentive objects considered and approved by the 26th meeting of the third board of directors and the 2019 annual general meeting from 151990 shares to 258383 shares, The repurchase price is adjusted from 48.03 yuan / share plus the sum of bank deposit interest in the same period to 27.93 yuan / share plus the sum of bank deposit interest in the same period.
The 27th meeting of the third board of directors held on June 7, 2020 and the second extraordinary general meeting of 2020 held on June 23, 2020 considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 10620 shares of restricted shares granted but not unlocked by one resignation incentive object, The repurchase price is 27.93 yuan / share plus the sum of bank deposit interest in the same period.
The independent directors, the board of supervisors and lawyers of the company expressed their opinions on the above matters.
10. The 29th meeting of the third board of directors held on September 12, 2020 and the third extraordinary general meeting of shareholders held on September 29, 2020 considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel a total of 75747 restricted shares granted but not unlocked by the two resignation incentive objects, The repurchase price was 27.93 yuan / share plus the sum of bank deposit interest in the same period. The independent directors, the board of supervisors and lawyers of the company expressed their opinions on the above matters.
11. On November 23, 2020, the company held the 31st meeting of the third board of directors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the granting of reserved restricted shares to incentive objects.
On November 23, 2020, the company held the 30th meeting of the third board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects and the proposal on verifying the list of incentive objects of reserved restricted shares. The board of supervisors verified the list of incentive objects granted reserved restricted shares. 12. From November 25, 2020 to December 7, 2020, the company will publicize the names and positions of some incentive objects reserved in the equity incentive plan. After the expiration of the publicity period, the board of supervisors of the company did not receive the
There is no feedback record on any objection related to the incentive object of the incentive plan. On December 10, 2020, the company announced the announcement of the Muyuan Foods Co.Ltd(002714) board of supervisors on the review opinions and publicity description of the list of incentive objects reserved for the company’s restricted stock incentive plan in 2019.
13. On December 8, 2020, the company held the 31st meeting of the third session of the board of supervisors, which deliberated and approved the proposal on the review opinions and publicity of the list of incentive objects reserved and granted in the company’s restricted stock incentive plan in 2019. The board of supervisors considered that the incentive objects included in the reserved part of the company’s equity incentive plan were in line with relevant laws The conditions stipulated in laws, regulations and normative documents are legal and effective as the incentive object of this equity incentive plan.
14. On December 29, 2020, the company held the 34th meeting of the third board of directors and the 33rd meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects reserved for the company’s restricted stock incentive plan in 2019, and the independent directors, the board of supervisors and lawyers of the company expressed their opinions on the above matters.
15. On January 8, 2021, the company completed the repurchase and cancellation of restricted shares granted but not unlocked to five resignation incentive objects, with a total of 344750 shares repurchased and cancelled. The company’s 2019 restricted stock incentive plan first granted 72263100 shares of restricted shares that have not been unlocked.
16. On January 12, 2021, the company issued the announcement on the completion of the grant registration of the reserved part of the 2019 restricted stock incentive plan (Announcement No.: 2021-003), and the listing date of the granted restricted stock is January 13, 2021. The number of shares granted under this incentive plan is 11840900, and the grant price is 41.54 yuan per share. The total number of restricted shares granted this time is 984.
17. The 36th meeting of the third board of directors and the 35th meeting of the third board of supervisors were held on January 28, 2021, The proposal on meeting the conditions for lifting the restrictions on sales in the first time granted by the company’s restricted stock incentive plan in 2019 and the proposal on repurchase and cancellation of some restricted shares granted by the restricted stock incentive plan in 2019 were reviewed and approved. According to the company’s 2019 restricted stock incentive plan (Draft), the conditions for lifting the restrictions on the sale of some restricted shares granted by the 2019 restricted stock incentive plan for the first time have been met, and it is agreed that the company will handle matters related to lifting the restrictions on the sale and repurchase cancellation in accordance with the relevant provisions of the Muyuan Foods Co.Ltd(002714) 2019 restricted stock incentive plan (Draft). The board of supervisors of the company issued relevant verification opinions on this. A total of 35983951 shares were released, and 147599 restricted shares need to be repurchased and cancelled.
18. On February 8, 2021, the company issued the suggestive announcement on unlocking the listing and circulation of restricted shares in the first lifting period of restricted shares granted for the first time by the restricted stock incentive plan in 2019 (Announcement No.: 2021-022). There are 904 shareholders lifting the restrictions, the number of shares lifting the restrictions is 35983951, and the listing and circulation date is February 9, 2021.
19. On April 29, 2021, the company held the 37th meeting of the third board of directors and the 2020 general meeting of shareholders held on May 20, 2021, which deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. It is agreed that the company shall repurchase and cancel 35397 restricted shares granted but not unlocked to 2 ex employees who have been granted restricted shares for the first time; Agree to repurchase and cancel a total of 57779 restricted shares that have been granted but not unlocked to 9 employees who have left and reserved some restricted shares. The independent directors, the board of supervisors and lawyers of the company expressed their opinions on the above matters.
20. On May 19, 2021, the company held the 38th meeting of the third board of directors and the first extraordinary general meeting of shareholders in 2021 on June 4, 2021, which deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. It is agreed that the company shall repurchase and cancel 33627 restricted shares granted but not unlocked to 3 ex employees who have been granted restricted shares for the first time; It is agreed that the company shall repurchase and cancel 14444 restricted shares granted but not unlocked to 2 incentive objects of leaving part of the reserved restricted shares. The independent directors, the board of supervisors and lawyers of the company expressed their opinions on the above matters.
21. On June 3, 2021, the company implemented equity distribution in 2020, and distributed RMB 14.61 (including tax) to all shareholders for every 10 shares based on the company’s total share capital of 3759330297 shares before dividends; At the same time, the capital reserve shall be used to increase 4 shares for every 10 shares to all shareholders. The number of restricted shares granted but not unlocked for the first time was changed from 36279149 shares to 50790746 shares; The number of reserved restricted shares was changed from 11840900 shares to 16577322 shares.
22. On September 13, 2021, the company held the 42nd meeting of the third board of directors and the meeting held on September 29, 2021
