Qianhe Condiment And Food Co.Ltd(603027)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to ensure the smooth implementation of Qianhe Condiment And Food Co.Ltd(603027) (hereinafter referred to as the “company”) restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”), form a good and balanced value distribution system, encourage the management team and key employees of the company to work honestly and diligently, and ensure the realization of the company’s development strategy and business objectives, In accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company, these measures are hereby formulated.
1、 Assessment purpose
In order to further improve the corporate governance structure of the company, improve the performance evaluation system and incentive mechanism of the company’s management team and key employees, improve the performance evaluation system of the company’s incentive objects and ensure the smooth implementation of the incentive plan through the comprehensive and objective evaluation of the work performance of the directors, senior managers, middle managers and core backbone of the company, Promote the realization of the company’s long-term strategic objectives.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with the measures and the performance of the assessment object, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive object, so as to improve the level of management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
The measures are applicable to all incentive objects participating in the incentive plan.
4、 Assessment organization
1. The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment of incentive objects. 2. Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department of the company is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits it to the remuneration and appraisal committee of the board of directors.
5、 Performance evaluation indicators and standards
1. Company level performance assessment requirements
The corresponding assessment year of the restricted stock release period of the incentive plan is three fiscal years from 2022 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 during the lifting of sales restrictions
The company shall meet one of the following two conditions:
The first sales restriction lifting period (1) takes the company’s operating revenue in 2021 as the base, and the growth rate of operating revenue in 2022 shall not be less than 18%; Or (2) based on the company’s net profit in 2021, the net profit growth rate in 2022 shall not be less than 50%.
The company shall meet one of the following two conditions:
The second sales restriction lifting period (1) takes the company’s operating revenue in 2021 as the base, and the growth rate of operating revenue in 2023 shall not be less than 38%; Or (2) based on the company’s net profit in 2021, the net profit growth rate in 2023 shall not be less than 90%.
The company shall meet one of the following two conditions:
The third sales restriction lifting period (1) takes the company’s operating revenue in 2021 as the base, and the growth rate of operating revenue in 2024 shall not be less than 60%; Or (2) based on the company’s net profit in 2021, the net profit growth rate in 2024 shall not be less than 130%.
Note: the above indicators of “net profit” and “net profit growth rate” are based on the non recurring profit and loss attributable to the shareholders of the listed company
And excluding all share expenses involved in the equity incentive plan and / or employee stock ownership plan being implemented within the validity period
The value of the impact of payment shall be used as the basis for calculation.
If the company fails to meet the above performance assessment objectives, all incentive objects shall be granted with restrictive incentives in the corresponding year
The restricted sale of shares shall not be lifted and shall be repurchased and cancelled by the company.
2. Performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be implemented in accordance with the relevant provisions of the company’s current salary and assessment.
The personal assessment results of the previous year are excellent, good, qualified and unqualified
The proportion of sales restrictions that can be lifted at the personal level (n) 100% 70% 0
If the annual performance assessment at the company level reaches the standard, the actual amount of sales restriction lifted by the individual incentive object in the current year =
The person plans to lift the sales restriction limit in the current year × The proportion of sales restrictions that can be lifted at the individual level (n).
Restricted shares that cannot be lifted in the year of assessment of incentive objects shall be repurchased and cancelled by the company.
If the incentive objects are directors and senior managers of the company, such as the company issuing shares (including preferred shares) or
Convertible bonds, or significant asset purchase, sale, replacement and issuance of shares to purchase assets, resulting in the company’s immediate repayment
Those who are reported to be diluted and need to fulfill the measures to fill the immediate return, as the incentive object of this incentive plan, their personal income
In addition to meeting the above conditions for lifting the restrictions on sales, the granted restricted shares must also meet the requirements for filling in and returning the shares formulated and implemented by the company
Report the conditions for the effective implementation of the measures. If this condition is not met, it plans to lift the restrictions on sales in the current year
Restricted shares shall not be lifted and shall be repurchased and cancelled by the company.
6、 Assessment period and times
1. Assessment period
The fiscal year prior to the period when the restricted shares of the incentive object are lifted.
2. Assessment times
The restricted shares of the incentive plan shall be released once a year during the period of restriction.
7、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department of the company is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits it to the remuneration and appraisal committee of the board of directors. 8、 Feedback of assessment results
The appraisee has the right to know his own appraisal results, and the human resources department shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the appraisee has any objection to his / her appraisal results, he / she can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee, which shall review and determine the final assessment result or grade within 10 working days.
9、 Management of assessment results
1. Correction of assessment indicators and results
After the assessment, the remuneration and assessment committee of the board of directors of the company can revise the assessment indicators and assessment results greatly affected by factors such as changes in the objective environment.
2. Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data. The remuneration and appraisal committee of the board of directors shall keep all appraisal records of performance appraisal for at least five years.
3. In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be revised or re recorded, they must be signed by the parties concerned.
10、 Supplementary Provisions
1. The board of directors is responsible for formulating, interpreting and revising these measures.
2. These measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the incentive plan comes into force.
Qianhe Condiment And Food Co.Ltd(603027) board of directors February 24, 2022
