Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) in order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm and creativity of the company’s directors, senior managers, core managers, core technicians, core business personnel and other personnel deemed necessary by the board of directors, and effectively integrate the interests of shareholders The measures are formulated in accordance with relevant national laws and regulations and the actual situation of the company to combine the interests of the company with the interests of employees, make all parties pay common attention to the long-term development of the company, ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives on the premise of fully protecting the interests of shareholders.
1、 Assessment purpose
The purpose of formulating these measures is to further improve the corporate governance structure, optimize the company’s performance appraisal system, fully mobilize the enthusiasm and creativity of the company’s core backbone, create human resource advantages for the company’s long-term development, provide a good incentive platform, and then ensure the realization of the company’s development strategy and business objectives.
2、 Assessment principle
(I) strictly abide by relevant laws and regulations and the company’s management system, and be fair, just, open and transparent; (II) adhere to the combination of incentives and constraints, the symmetry of risks and benefits, and strengthen the incentives for the planned objects;
(III) adhere to safeguarding the interests of shareholders, the company and employees, and promote the sustainable and steady development of the company. 3、 Assessment scope
The measures are applicable to all incentive objects determined in the plan, including directors, senior managers, core managers, core technicians, core business personnel and other personnel deemed necessary by the board of directors of the company.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and reviewing the assessment of incentive objects.
(II) the human resources department of the company is responsible for the specific implementation of the assessment, and is responsible for and reports to the remuneration and assessment committee of the board of directors.
(III) the human resources department, finance department and other relevant departments of the company are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data.
(IV) the board of directors of the company is responsible for reviewing the assessment results.
5、 Performance appraisal indicators and standards
(I) company level performance assessment
The assessment year for the lifting of restrictions on the sale of restricted shares granted for the first time in the incentive plan is two fiscal years from 2022 to 2023, with one assessment in each fiscal year. The growth rate of pig sales is subject to the data contained in the company’s sales briefing or periodic report.
Only when the company meets the performance assessment objectives of each year, the restricted shares of all incentive objects in the corresponding assessment year can be lifted. If the company fails to meet the performance assessment objectives of the current year, the restricted shares of all incentive objects corresponding to the assessment year shall not be lifted, and shall be repurchased and cancelled by the company. The repurchase price is the sum of the grant price and the interest on bank deposits in the same period.
The performance assessment objectives of each year from 2022 to 2023 are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first period of lifting the restrictions is based on the sales volume of pigs in 2021, and the growth rate of sales volume of pigs in 2022 will not be less than 25%
The second lifting period is based on the sales volume of pigs in 2021, and the growth rate of sales volume of pigs in 2023 will not be less than 40%
Note: the above “pig sales volume” refers to the pig sales volume in the sales briefing or periodic report issued by the company.
Performance evaluation of reserved part
The annual performance appraisal objectives of some reserved restricted stocks are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first period of lifting the restrictions is based on the sales volume of pigs in 2021, and the growth rate of sales volume of pigs in 2022 will not be less than 25%
The second lifting period is based on the sales volume of pigs in 2021, and the growth rate of sales volume of pigs in 2023 will not be less than 40%
If the company fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and shall be repurchased and cancelled by the company. The repurchase price is the sum of the grant price and the interest on bank deposits in the same period.
(II) individual level performance appraisal
The individual level assessment of incentive objects shall be organized and implemented in accordance with the relevant provisions of current salary and assessment. The company will score / rate the comprehensive evaluation of the incentive object in each evaluation year, and determine the proportion of lifting the sales restriction according to the evaluation results of the incentive object:
Assessment result grade
Grade description a B + B C D
Unlocking ratio 100% 80% 50% 0%
The incentive object can apply for unlocking all the restricted shares that can be unlocked during the unlocking period in accordance with the relevant provisions of this incentive plan only when the assessment of the previous year of the unlocking period is “a” or “B +”; When the assessment of the previous year is “B”, you can apply for unlocking 80% of the restricted stocks that can be unlocked during the unlocking period; If the assessment of the previous year is “C”, you can apply for unlocking 50% of the restricted stocks that can be unlocked during the unlocking period; If the assessment of the previous year is “d”, it cannot be unlocked.
The actual amount of sales restriction lifted by the individual incentive object in the current year = the proportion of sales restriction lifted corresponding to the assessment results × The individual plans to lift the sales restriction limit in the current year. The restricted shares of the incentive object that have not been lifted in the assessment year shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the interest on bank deposits in the same period.
6、 Assessment period and times
The assessment period of the plan is the fiscal year before the incentive object applies for lifting the restriction on the sale of restricted shares, involving two fiscal years from 2022 to 2023, and the assessment is conducted once a year during the period.
7、 Assessment result management
(I) the appraisee has the right to know his own appraisal results, and the salary and appraisal committee shall notify the appraisee of the appraisal results within 5 working days after the end of the appraisal;
(II) if the examinee has any objection to the assessment results, he can appeal to the remuneration and assessment committee of the board of directors within five working days after receiving the assessment notice. The remuneration and assessment committee can review the assessment results according to the actual situation and revise the assessment results according to the review results;
(III) the assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares;
(IV) the assessment records shall be kept by the human resources department, and the retention period of all relevant materials shall be 10 years. The documents and records that exceed the retention period shall be destroyed by the human resources department.
8、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures. (II) these measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the plan comes into force.
Board of directors
February 12, 2022
