Lizhong Sitong Light Alloys Group Co.Ltd(300428)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Lizhong Sitong Light Alloys Group Co.Ltd(300428) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, fully mobilize the enthusiasm of senior managers, middle and senior managers and core technical (business) personnel, and make them work more honestly and diligently, so as to ensure the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, the company plans to implement the restricted stock incentive plan in 2022 (hereinafter referred to as “equity incentive plan” or “this incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan, in accordance with relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the guidelines for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business management, as well as the articles of association These measures are formulated in accordance with the relevant provisions of the equity incentive plan and in combination with the actual situation of the company.
1、 Assessment purpose
Further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, ensure the smooth implementation of the company’s equity incentive plan, and give full play to the role of equity incentive to the greatest extent, so as to ensure the realization of the company’s development strategy and business objectives.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate the performance of the assessment objects in strict accordance with these measures, so as to realize the close combination of the equity incentive plan and the work performance and contribution of the incentive objects, so as to improve the overall performance of the company and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects participating in the company’s equity incentive plan, including senior managers, middle and senior managers and core technical (business) personnel of the company.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors of the company is responsible for leading, organizing and reviewing the assessment work specified in these measures, and determining the attribution period, attribution qualification and attribution quantity of incentive objects according to the assessment results.
(II) the company’s securities affairs department, human resources department and finance department form an assessment working group (hereinafter referred to as the “Assessment Working Group”) to be responsible for the specific implementation of the assessment. The assessment working group 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 organizations of the company are responsible for the collection and provision of relevant assessment data. Relevant departments should actively cooperate and be 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、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The vesting assessment year of class II restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year. If the second type of restricted shares reserved for grant in the incentive plan are granted before the disclosure of the third quarterly report in 2022, the assessment year of the restricted shares reserved for grant is three fiscal years from 2022 to 2024, and the assessment is once in each fiscal year; If the second type of restricted shares reserved for grant in the incentive plan are granted after the disclosure of the third quarterly report in 2022, the assessment year of the restricted shares reserved for grant is two fiscal years from 2023 to 2024, and one assessment is conducted in each fiscal year.
The annual performance assessment objectives of class II restricted shares granted for the first time in the incentive plan are shown in the table below:
Performance assessment objectives in the attribution period
For the first vesting period granted for the first time, the net profit in 2022 shall not be less than 60 million yuan
For the second vesting period granted for the first time, the accumulated net profit from 2022 to 2023 shall not be less than 1320 million yuan
The cumulative net profit of the third vesting period granted for the first time from 2022 to 2024 shall not be less than 2184 million yuan
Note: 1. The above net profit refers to the net profit attributable to the shareholders of the listed company before the amortization of equity incentive cost as the calculation basis. 2. If the net profit or accumulated net profit is not lower than the performance appraisal target, the ownership proportion at the company level is 100%; If the net profit or accumulated net profit is lower than the performance appraisal target but not lower than 80% of the performance appraisal target, the company level ownership proportion = net profit or accumulated net profit / performance appraisal target; If the net profit or accumulated net profit is lower than 80% of the performance appraisal target, the ownership proportion at the company level is 0.
If the reserved part is granted before the disclosure of the third quarterly report in 2022, the performance assessment objectives of the reserved part are consistent with those of the first grant; If the reserved part is granted after the disclosure of the third quarterly report in 2022, the assessment year of the restricted shares reserved for grant is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in the attribution period
The accumulated net profit of the first vesting period of reserved grant from 2022 to 2023 shall not be less than 1320 million yuan
The accumulated net profit of the second vesting period of reserved grant from 2022 to 2024 shall not be less than 2184 million yuan
Note: 1. The above net profit refers to the net profit attributable to the shareholders of the listed company before the amortization of equity incentive cost as the calculation basis. 2. If the accumulated net profit is not lower than the performance appraisal target, the ownership proportion at the company level is 100%; If the accumulated net profit is lower than the performance appraisal target but not lower than 80% of the performance appraisal target, the company level ownership proportion = accumulated net profit / performance appraisal target; If the accumulated net profit is lower than 80% of the performance appraisal target, the ownership proportion at the company level is 0.
If the company fails to meet the above performance assessment objectives, all restricted shares of incentive objects that are planned to be vested in the current year shall not be vested or deferred to the next period, and shall be invalid.
(II) performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be implemented in accordance with the measures and the relevant provisions of the company’s current salary and assessment. The company will rate the comprehensive evaluation of the incentive object in each evaluation year, and determine its ownership proportion according to the performance evaluation results of the incentive object:
Evaluation results a, B, C
Ownership ratio 100% 70% 0
If the annual performance assessment at the company level reaches the standard, the actual ownership amount of the incentive object in the current year = the ownership proportion at the company level × Ownership proportion at individual level × The amount of personal plan in the current year.
The restricted shares that cannot be attributed to the incentive object in the assessment year shall be invalid and shall not be deferred to the next year.
6、 Assessment period and times
(I) assessment period
The fiscal year before the incentive object applies for ownership of restricted shares.
(II) assessment times
The vesting assessment year of class II restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year. If the second type of restricted shares reserved for grant in the incentive plan are granted before the disclosure of the third quarterly report in 2022, the assessment year of the restricted shares reserved for grant is three fiscal years from 2022 to 2024, and the assessment is once in each fiscal year; If the second type of restricted shares reserved for grant in the incentive plan are granted after the disclosure of the third quarterly report in 2022, the assessment year of the restricted shares reserved for grant is two fiscal years from 2023 to 2024, and one assessment is conducted in each fiscal year.
7、 Assessment procedure
(I) the financial department of the company shall judge whether it meets the performance assessment indicators of the company in the attribution conditions according to the audited performance of each year;
(II) the human resources department of the company is responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, and forms a performance assessment report on this basis and submits it to the remuneration and assessment committee of the board of directors;
(III) the remuneration and appraisal committee of the board of directors shall review the appraisal results of incentive objects according to the performance appraisal report;
(IV) the board of directors shall confirm the number of shares that can be attributed to the incentive object according to the incentive plan and assessment results. 8、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the appraisee has any objection to his assessment results, he can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can submit a written appeal to the remuneration and assessment committee of the board of directors within 5 working days after receiving the notice of assessment results, and the remuneration and assessment committee shall review and determine the final assessment results or grades within 10 working days.
(II) filing of assessment results
After the appraisal, the human resources department of the company shall keep all appraisal records of performance appraisal.
In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be modified or re recorded, they must be signed by the assessment recorder.
The results of performance appraisal shall be filed and kept as confidential information, and the human resources department shall be responsible for unified destruction three years after the end of the equity incentive plan.
9、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures. In case of any conflict between these measures and the laws, administrative regulations and departmental rules issued and implemented in the future, the laws, administrative regulations and departmental rules issued and implemented in the future shall prevail.
(II) these measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the equity incentive plan takes effect.
Lizhong Sitong Light Alloys Group Co.Ltd(300428) board of directors February 18, 2022
