Hunan Yujing Machinery Co.Ltd(002943)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
Hunan Yujing Machinery Co.Ltd(002943) (hereinafter referred to as “the company”) in order to improve the long-term incentive and restraint mechanism, fully mobilize the enthusiasm of employees, attract and retain excellent talents, effectively combine the interests of shareholders, the company and employees, and promote the long-term, stable and healthy development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, Formulate and plan to implement the 2022 stock option incentive plan (hereinafter referred to as “the incentive plan”).
In order to ensure the smooth implementation of the incentive plan, the company, 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, the articles of association, the 2022 stock option incentive plan (draft) and summary and other relevant provisions, and in combination with the actual situation, Formulate the administrative measures for the assessment of 2022 stock option incentive plan (hereinafter referred to as “the measures”).
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 stock option incentive plan in 2022, and give full play to the role of the incentive plan 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 in strict accordance with the measures and the performance of the assessment objects, so as to realize the close combination of the incentive plan with 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 object
The measures are applicable to all incentive objects participating in the incentive plan, including senior managers and key employees of the company (including subsidiaries) (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and organizing the assessment of incentive objects.
(II) the human resources department of the company is responsible for the specific implementation of the assessment. The human resources department 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 the examination and approval of these measures and the examination results.
5、 Assessment index
(I) performance assessment requirements at the company level
The appraisal year corresponding to the exercise of stock options granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and the appraisal is conducted once in each fiscal year. The performance appraisal objectives of each year are shown in the table below:
Performance assessment objectives during the exercise period
In the first exercise period, the company shall meet one of the following two conditions: 1. The value of operating revenue in 2022 shall not be less than 600 million yuan; 2. The net profit attributable to shareholders of Listed Companies in 2022 shall not be less than 60 million yuan.
In the second exercise period, the company shall meet one of the following two conditions: 1. The value of operating revenue in 2023 shall not be less than 800 million yuan; 2. The net profit attributable to shareholders of Listed Companies in 2023 shall not be less than 96 million yuan.
The company shall meet one of the following two conditions: 1. The value of operating revenue in 2024 shall not be less than RMB 1 billion in the third exercise period; 2. The net profit attributable to shareholders of Listed Companies in 2024 shall not be less than 120 million yuan.
Note: 1. The above “operating income” and “net profit attributable to shareholders of listed companies” shall be subject to the consolidated statements audited by accounting firms. 2. “Net profit attributable to shareholders of listed companies” is calculated based on the value after excluding the impact of incentive costs caused by the implementation of equity incentive plan or employee stock ownership plan and other incentive matters during the assessment period of this incentive plan.
3. The performance objectives involved in the above exercise conditions of stock options do not constitute the company’s performance prediction and substantive commitment to investors.
If the stock options reserved for grant in the incentive plan are granted in 2022, the performance assessment objectives of the assessment year and the company level corresponding to the exercise of the reserved granted stock options are consistent with the performance assessment objectives of the assessment year and the company level corresponding to the exercise of the first granted stock options.
If the stock option reserved for grant in this incentive plan is granted in 2023, the corresponding assessment year for the exercise of the stock option reserved for grant is two fiscal years from 2023 to 2024, and the assessment is conducted once in each fiscal year. The performance assessment objectives at the company level are shown in the table below:
Performance assessment objectives during the exercise period
In the first exercise period, the company shall meet one of the following two conditions: 1. The value of operating revenue in 2023 shall not be less than 800 million yuan; 2. The net profit attributable to shareholders of Listed Companies in 2023 shall not be less than 96 million yuan.
In the second exercise period, the company shall meet one of the following two conditions: 1. The value of operating revenue in 2024 shall not be less than 1 billion yuan; 2. The net profit attributable to shareholders of Listed Companies in 2024 shall not be less than 120 million yuan.
Note: 1. The above “operating income” and “net profit attributable to shareholders of listed companies” shall be subject to the consolidated statements audited by accounting firms. 2. “Net profit attributable to shareholders of listed companies” is calculated based on the value after excluding the impact of incentive costs caused by the implementation of equity incentive plan or employee stock ownership plan and other incentive matters during the assessment period of this incentive plan.
3. The performance objectives involved in the above exercise conditions of stock options do not constitute the company’s performance prediction and substantive commitment to investors.
During each exercise period, if the company fails to meet the corresponding performance assessment objectives, the stock options granted but not exercised by all incentive objects in the corresponding assessment year shall not be exercised and shall be cancelled by the company.
(II) performance appraisal requirements at individual level
The performance appraisal of the incentive object shall be carried out in accordance with the relevant provisions of the company’s current salary and performance appraisal. The performance appraisal results of the incentive object are divided into four grades: a (excellent), B (good), C (qualified) and D (unqualified). During each exercise period, the actual number of stock options exercisable by the incentive object in the current period is determined according to the corresponding performance appraisal results, as shown in the table below:
Assessment result a (excellent) B (good) C (qualified) d (unqualified)
Exercise proportion 100% 80% 60% 0
In each exercise period, if the company meets the corresponding performance assessment objectives, the actual number of stock options that can be exercised by the incentive object in the current period = the number of stock options that the individual plans to exercise in the current period × The proportion of exercisable rights, and the stock options that cannot be exercised in the due period shall be cancelled by the company.
6、 Assessment period and times
(I) assessment period
The appraisal year corresponding to each exercise period of the incentive object.
(II) assessment times
During the implementation of the incentive plan, the assessment shall be conducted once a year.
7、 Exercise of power
(I) the remuneration and appraisal committee of the board of directors shall determine the exercise qualification and quantity of incentive objects according to the performance appraisal report.
(II) the performance appraisal results shall be used as the basis for the exercise of stock options.
8、 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.
9、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the remuneration and appraisal committee of the board of directors shall notify the appraisee of the appraisal results within 5 working days after the appraisal is completed.
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 appeal to the salary and assessment committee, which shall review and determine the final assessment result within 10 working days.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the human resources department as confidential information, and the retention period of performance assessment records shall be 5 years. The documents and records exceeding the retention period shall be uniformly destroyed by the human resources department after being approved by the salary and assessment committee.
10、 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 incentive plan comes into force.
Hunan Yujing Machinery Co.Ltd(002943) board of directors February 25, 2022
