Chongqing Qin’An M&E Plc(603758)
Measures for the implementation of stock option incentive plan in 2022
In order to ensure the smooth implementation of the equity incentive plan of Chongqing Qin’An M&E Plc(603758) (hereinafter referred to as “the company”), further improve the corporate governance structure, form a good and balanced value distribution system, encourage the company’s personnel to work honestly and diligently, ensure the steady improvement of the company’s performance, and ensure the realization of the company’s development strategy and business objectives, according to 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, normative documents and the articles of association are hereby formulated in combination with the actual situation of the company. 1、 Assessment purpose
In order to further improve the corporate governance structure, establish and improve the incentive and restraint mechanism of the company, through the comprehensive and objective evaluation of the work performance of the company’s personnel, improve the performance evaluation system of the company’s incentive objects, ensure the smooth implementation of the company’s equity incentive plan and 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 these measures and the performance of the assessment objects, so as to realize the close combination of the equity incentive plan with the work performance and contribution of the incentive objects, so as to improve the level of management performance and maximize the interests of the company and all shareholders. 3、 Assessment scope
These measures are applicable to the incentive objects participating in the company’s equity incentive plan. 4、 Assessment organization
The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment of incentive objects.
Under the guidance of the remuneration and appraisal committee of the board of directors, the administrative personnel department and the financial department of the company are responsible for the specific appraisal work, form the performance appraisal report and submit it to the remuneration and appraisal committee of the board of directors. 5、 Assessment indicators and standards
The company’s 2022 equity incentive plan exercise performance assessment indicators are divided into two levels: the company level performance assessment and the individual level performance assessment of incentive objects. The specific assessment provisions are as follows.
(I) performance assessment requirements at the company level
The exercise assessment year of the stock options granted in the incentive plan is two fiscal years from 2022 to 2023, one assessment in each fiscal year, and the company’s achievement of the performance assessment index is one of the exercise conditions of the incentive object in the exercise period of each bank.
The performance conditions of this stock option exercise are shown in the table below:
Performance evaluation standard of the company during the exercise period
In the first exercise period, the net profit after deducting non recurring profits and losses in the consolidated financial statements of 2022 shall not be less than 200 million yuan
In the second exercise period, the net profit after deducting non recurring profits and losses in the consolidated financial statements of 2023 shall not be less than 220 million yuan
Note: the calculation of the above “net profit” index is based on the net profit after deducting non recurring profits and losses and excluding the impact of share based payment expenses in the consolidated statements.
If the company fails to meet the above performance assessment indicators, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be cancelled by the company.
(II) performance conditions at the individual level of the incentive object
The individual evaluation of the incentive object is carried out annually, and the evaluation results are determined according to the individual performance evaluation indicators. The evaluation results are divided into six grades: s, a, B, C, D and E. The assessment and evaluation form is applicable to all incentive objects. Assessment and evaluation form
Evaluation result s excellent a good B medium C qualified D basically qualified e unqualified
Standard coefficient 1.0 0.8 0.6 0.4 0.2 0
If the incentive object is rated as “s excellent” in the assessment of the previous year, under the condition of meeting other conditions, the incentive object can exercise all the incentive rights and interests of the current period.
If the individual performance appraisal of the incentive object in the previous year is grade A, B, C, D and E, under the condition of meeting other conditions, the individual actual exercise amount in the current period = standard coefficient × The amount of individual exercisable rights in the current period.
The company will cancel the non exercisable stock options in the corresponding exercise period in accordance with the provisions of the stock option incentive plan.
The incentive object must complete the exercise within the exercise period. If the exercise conditions are not met, the current stock option shall not be exercised. For those stock options that meet the exercise conditions but are not fully exercised during the above exercise period, the company shall cancel them. 6、 Assessment period and times
（1） Assessment period
The fiscal year before the vesting date of the incentive object’s stock option.
（2） Assessment times
The exercise assessment of the stock option incentive plan shall be conducted once a year. The assessment year of the incentive plan is two fiscal years from 2022 to 2023, and the assessment shall be conducted once a year. 7、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the administrative personnel department and the financial department of the company are responsible for the specific appraisal work, save the appraisal results, form a performance appraisal report after verifying and analyzing the rationality of the appraisal results and submit it to the remuneration and appraisal committee of the board of directors. The remuneration and assessment committee of the board of directors of the company approves and determines the assessment results of incentive objects. 8、 Management of assessment results
（1） 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.
Appeal to the remuneration and assessment committee of the board of directors within 5 working days after receiving the notice of assessment results. The remuneration and assessment committee of the board of directors can review its assessment results according to the actual situation, and take the review results as the final assessment results and the basis for the exercise of stock options.
（2） Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data. 9、 Supplementary Provisions
1. The board of directors of the company 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 equity incentive plan takes effect.
Chongqing Qin’An M&E Plc(603758) board of directors March 3, 2022
