Ningbo Shanshan Co.Ltd(600884)
In order to ensure the smooth implementation of the stock option and restricted stock incentive plan in Ningbo Shanshan Co.Ltd(600884) 2022 (hereinafter referred to as the “equity incentive plan”), the measures for the implementation and assessment of the stock option and restricted stock incentive plan in 2022 clarify the exercise / release restrictions of the incentive objects of the equity incentive plan, and ensure the compliance of the exercise / release restrictions of the incentive objects, These measures are formulated in accordance with 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 and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Ningbo Shanshan Co.Ltd(600884) articles of Association and equity incentive plan, and in combination with the actual situation of the company.
1、 Assessment purpose
In order to improve the corporate governance structure of the company, establish a benefit sharing and medium and long-term incentive and restraint mechanism between the company and the management personnel and core backbone personnel of the company’s core business departments, fully mobilize the initiative, enthusiasm and creativity of the management personnel and core backbone personnel of the core business departments, and closely combine their interests with the long-term development of the company, Effectively give play to the incentive and restraint role of the equity incentive plan, make all parties pay common attention to and commit to the realization of the company’s development strategy and business objectives, and promote the healthy, long-term and sustainable development of the company.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of openness, fairness and impartiality, and evaluate in strict accordance with the measures and the work performance of the assessment object, so as to closely combine the equity incentive plan with the work performance and contribution of the incentive object, continuously improve the management level of the company, and then maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects determined in the equity incentive plan, including but not limited to the company’s directors, main managers and core technicians of subsidiaries.
4、 Assessment organization
(I) the board of directors of the company is responsible for formulating and revising these measures.
(II) the remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment work and assessing the directors.
(III) the company’s performance appraisal team is responsible for organizing the administration and personnel department to conduct department and individual performance appraisal of the departments and individuals to which the incentive object belongs, and reporting the appraisal results to the remuneration and appraisal committee of the board of directors of the company. (IV) the company’s finance and capital department, securities affairs department and other relevant departments are responsible for the collection and provision of relevant assessment data.
5、 Performance assessment indicators and standards
The performance evaluation indicators of equity incentive plan are divided into three levels: company performance evaluation indicators, department performance evaluation and individual performance evaluation of incentive objects.
(I) performance assessment indicators of the company
The assessment year for the exercise / lifting of restrictions on the sale of stock options and restricted stocks granted by the equity incentive plan is four fiscal years from 2022 to 2025, one assessment in each fiscal year. The company’s achievement of performance assessment indicators is one of the conditions for the incentive object in each exercise / lifting of restrictions period.
(1) The company’s performance conditions for the exercise of stock options and restricted shares granted for the first time / the lifting of restrictions are shown in the table below:
Performance assessment objectives during exercise / lifting of restrictions
For the first time, the first one will be granted based on the comparable operating income in 2021 and the growth rate of operating income in 2022
The exercise / lifting of restrictions on sale period shall not be less than 30%
The second one is granted for the first time. The growth rate of operating revenue in 2023 is based on the comparable operating revenue in 2021
The exercise / lifting of restrictions on sale period shall not be less than 75%
The third one is granted for the first time. The growth rate of operating revenue in 2024 is based on the comparable operating revenue in 2021
The exercise / lifting of restrictions on sale period shall not be less than 130%
The fourth is granted for the first time, based on the comparable operating income in 2021, and the growth rate of operating income in 2025
The exercise / lifting of restrictions on sale period shall not be less than 165%
Note 1: due to the business adjustment of the company, Hunan Shanshan Energy Technology Co., Ltd. (now known as BASF Shanshan battery materials Co., Ltd.) is no longer included in the scope of company consolidation since September 2021. In order to ensure the comparability of assessment indicators between years, The above comparability refers to the operating income in 2021 as the base, excluding the operating income generated by the cathode material business in the consolidated statement of the current year
Note 2: if the company has assets / equity transfer and other matters affecting the consolidation scope in the assessment year, in order to ensure the comparability of assessment indicators between years, the impact of such matters shall be excluded when calculating the actual growth rate of the assessment year
(2) The company’s performance conditions for the exercise of stock options and restricted shares reserved for grant / release of restrictions are as follows: 01 If the stock options and restricted shares reserved for grant are granted in 2022, the performance conditions for the exercise / release of restrictions on the stock options and restricted shares reserved for grant are shown in the table below:
Exercise / release of restrictions
Performance appraisal objectives
stage
Reserve grant first
Based on the comparable operating income in 2021, the growth rate of operating income in 2022
Exercise / release of restrictions
Not less than 30%
stage
Reserve grant second
Based on the comparable operating income in 2021, the growth rate of operating income in 2023
Exercise / release of restrictions
Not less than 75%
stage
Reserve grant third
Based on the comparable operating income in 2021, the growth rate of operating income in 2024
Exercise / release of restrictions
Not less than 130%
stage
Reserve grant fourth
Growth rate of operating revenue in 2025 based on comparable operating revenue in 2021
Exercise / release of restrictions
Not less than 165%
stage
Note 1: due to the business adjustment of the company, Hunan Shanshan Energy Technology Co., Ltd. (now known as BASF Shanshan battery materials Co., Ltd.) is no longer included in the scope of company consolidation since September 2021. In order to ensure the comparability of assessment indicators between years, The above comparability refers to the operating income in 2021 as the base, excluding the operating income generated by the cathode material business in the consolidated statement of the current year
Note 2: if the company has assets / equity transfer and other matters affecting the consolidation scope in the assessment year, in order to ensure the comparability of assessment indicators between years, the impact of such matters shall be excluded when calculating the actual growth rate of the assessment year
02. If the stock options and restricted shares reserved for grant are granted in 2023, the performance conditions for the exercise / lifting of restrictions on the sale of stock options and restricted shares reserved for grant are as follows:
Exercise / release of restrictions
Performance appraisal objectives
stage
The first reserved grant is based on the comparable operating income in 2021, and the growth rate of operating income in 2023 shall not be less than 75% during the exercise / lifting of restrictions
The second reserved grant is based on the comparable operating income in 2021, and the growth rate of operating income in 2024 shall not be less than 130% during the exercise / lifting of restrictions
The third reserved grant is based on the comparable operating income in 2021, and the growth rate of operating income in 2025 shall not be less than 165% during the exercise / lifting of restrictions
Note 1: due to the business adjustment of the company, Hunan Shanshan Energy Technology Co., Ltd. (now known as BASF Shanshan battery materials Co., Ltd.) is no longer included in the scope of company consolidation since September 2021. In order to ensure the comparability of assessment indicators between years, The above comparability refers to the operating income in 2021 as the base, excluding the operating income generated by the cathode material business in the consolidated statement of the current year
Note 2: if the company has assets / equity transfer and other matters affecting the consolidation scope in the assessment year, in order to ensure the comparability of assessment indicators between years, the impact of such matters shall be excluded when calculating the actual growth rate of the assessment year
(II) department performance appraisal conditions
During the implementation of the incentive plan, when the performance evaluation indicators at the company level are reached, each department shall determine the department evaluation standard coefficient corresponding to the stock option and restricted stock exercisable right / lifting of restriction in the current year according to the department performance evaluation scheme of each evaluation year.
The performance appraisal results of each department of the company and their corresponding department appraisal standard coefficients are divided into four grades A, B, C and d according to the following table. The score (s) required for each grade and the calculation method of score (s) are as follows: operating income score
S1 = min [0.5, (actual growth rate of operating revenue ÷ expected growth rate of operating revenue) * 0.5] (S1)
Net profit score
S2 = min [0.5, (actual completed growth rate of net profit ÷ expected growth rate of net profit) * 0.5]
（S2）
Rating a rating B rating C rating D rating
Total score (s = S1 + S2) 0.9 ≤ s ≤ 1 0.8 ≤ s < 0.9 0.7 ≤ s < 0.8 s < 0.7
Assessment standard of the Department 100% 90% 80% 0
Quasi coefficient
The incentive objects are from polarizer business department or negative electrode material business department, and the expected growth rate of annual department performance is shown in the following table: exercise / release
Expected growth rate of assessment indicators of polarizer business unit expected growth rate of assessment indicators of negative material business unit
Restricted period
The business base is the operating income of polarizer business in 2021, and the operating income of negative electrode material business in 2022. The expected growth rate of polarizer business income in the first line of income in 2022 is 17%, and the expected growth rate of negative electrode material business income in 2022 is 80%
The net profit during the sale period is based on the net profit of polarizer business in 2021, and the net profit of 2022 is based on the net profit of negative electrode material business in 2021. The expected growth rate of net profit of polarizer business in 2022 is 14%, and the expected growth rate of net profit of negative electrode material business is 65%
The business base is the operating income of polarizer business in 2021, and the operating income of negative electrode material business in 2023. The expected growth rate of polarizer business income in the second line of income in 2023 is 44%, and the expected growth rate of negative electrode material business income in 2023 is 170%
The net profit during the sale period is based on the net profit of polarizer business in 2021, and the net profit of 2023 is based on the net profit of negative electrode material business in 2021. The expected growth rate of net profit of polarizer business in 2023 is 30%, and the expected growth rate of net profit of negative electrode material business is 165%
The business base is the operating income of polarizer business in 2021, and the operating income of negative electrode material business in 2024. The expected growth rate of polarizer business income in the third line of income in 2024 is 72%, and the expected growth rate of negative electrode material business income in 2024 is 300%
The net profit during the sale period is based on the net profit of polarizer business in 2021, and the net profit of 2024 is based on the net profit of negative electrode material business in 2021. The expected growth rate of net profit of polarizer business in 2024 is 50%, and the expected growth rate of net profit of negative electrode material business is 300%
The business base is the operating income of polarizer business in 2021, and the operating income of negative electrode material business in 2021 in 2025. The expected growth rate of polarizer business income in the fourth line of income in 2025 is 84%, and the expected growth rate of negative electrode material business income in 2025 is 390%
The net profit in the selling period is based on the net profit of polarizer business in 2021, and the net profit in 2025 is based on the net profit of negative electrode material business in 2021. The expected growth rate of net profit of polarizer business in 2025 is 67%, and the expected growth rate of net profit of negative electrode material business is 450%
Note 1: the above “operating income of polarizer business”, “net profit of polarizer business”, “operating income of negative material business” and “net profit of negative material business” refer to the relevant financial information reported by segments in the audited financial report of the listed company
Stock options that cannot be exercised in the current period due to department performance evaluation shall be cancelled by the company; Restricted shares that cannot be lifted due to performance evaluation of the Department shall be repurchased and cancelled by the company at the grant price plus the same price of the bank
