Management measures for the implementation and assessment of restricted stock incentive plan in 2021
In order to guarantee Zjamp Group Co.Ltd(002758) (hereinafter referred to as "the company"), the restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan" or "the incentive plan") ）Further improve the corporate governance structure, form a good and balanced value distribution system, encourage the company's core operation and management team and key employees 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, These measures are hereby 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 articles of association and the company's restricted stock incentive plan (Draft) for 2021, 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, promote the incentive objects to work honestly and diligently, ensure the realization of the company's development strategy and business objectives, promote the sustainable development of the company, and ensure the smooth implementation of the company's equity incentive plan.
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 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 company's incentive plan, including current directors (excluding independent directors and external directors), senior managers, middle-level managers, core business (Management) personnel and relevant employees deemed necessary by the company's board of directors.
4、 Assessment organization
1. The human resources department of the company is responsible for the assessment under the guidance of the remuneration and assessment committee of the board of directors. 2. The human resources department of the company, together with the securities department, the finance department and relevant departments, is responsible for collecting and sorting out relevant assessment data and ensuring the authenticity and reliability of the data.
3. The board of directors of the company is responsible for reviewing the assessment results.
5、 Performance evaluation indicators and standards
The share of restricted shares that can be released in the current year of the incentive object shall be jointly determined according to the assessment results at the company level and individual level.
(i) Company level performance assessment requirements
The restricted shares granted by the incentive plan will be subject to annual performance assessment and the restriction will be lifted in three fiscal years from 2022 to 2024. The assessment will be conducted once every fiscal year to meet the company's performance assessment objectives as the conditions for the lifting of the restriction. The annual performance assessment objectives of the incentive plan are as follows:
Annual performance evaluation index 1 performance evaluation index 2 performance evaluation index 3 during the lifting of sales restriction period
degree
Taking the net profit in 2020 as the weighted basis for the first lifting of the main business income in 2021-2022, the proportion of the average net asset income in the business income in 2021-2022 shall not be less than 90%, and the average value of the cumulative net profit growth rate in 2022 during the sales restriction period shall not be low, in which the business income of agricultural comprehensive services shall not be less than 230% and 12%, and the growth rate of the business income compared with 2020 shall not be less than 10%
Taking the net profit in 2020 as the weighted basis for the second lifting of the main business income in 2021-2023, the proportion of the average net asset income in the industry income in 2021-2023 shall not be less than 90%, and the average value of the cumulative net profit growth rate in 2023 during the sales restriction period shall not be low, of which the agricultural comprehensive service business income shall not be less than 380%, 12.5%, and the growth rate of the industry income compared with 2020 shall not be less than 20%
Taking the net profit of 2020 as the weighted basis for the third lifting of the main business income in 2021-2024, the proportion of the average net asset income in the industry income in 2021-2024 shall not be less than 90%, and the average value of the cumulative net profit growth rate in 2024 during the sales restriction period shall not be low, of which the business income of agricultural comprehensive services shall not be less than 540% and 13%, and the growth rate of the industry income compared with 2020 shall not be less than 30%
Corresponding coefficient of index completion
Performance appraisal index 1: up to standard x = 100%
(corresponding coefficient is x) unqualified x = 0
Performance assessment indicator 2 up to standard y = 100%
(corresponding coefficient is y) substandard y = 0
Performance assessment indicator 3 up to standard z = 100%
(corresponding coefficient is Z) unqualified z = 0
The proportion of sales restrictions lifted at the company level M = x * 60% + y * 25% + Z * 15%
（M）
Note: 1. The dimensions of "net profit" and "operating income" shall be subject to the consolidated statements audited by the accounting firm. The above net profit and weighted average return on net assets indicators shall be calculated based on the net profit attributable to the shareholders of the listed company before amortization of incentive cost after deducting non recurring profits and losses.
2. The net profit base in 2020 is comparable (the net profit realized by Zhejiang Agricultural Materials Group Co., Ltd. from the beginning of 2020 to the merger date is not included in the non recurring profits and losses of the listed company). The net profit attributable to the shareholders of the listed company after deducting the non recurring profits and losses is 303091833.67 yuan.
3. "Operating income of comprehensive agricultural service business" refers to the operating income of comprehensive agricultural service business in the audited financial report of the listed company. 4. During the validity period of the equity incentive plan, if the company carries out non-public offering (excluding convertible bonds into shares) for financing, the newly increased net assets and the net profit generated by such net assets will not be included in the assessment and calculation scope of the current year and the next year.
Calculation method of the quantity of sales restrictions that can be lifted at the company level:
The number of restricted shares that can be released in each period = the amount of restricted shares to be released in each period * the proportion of restricted shares to be released at the company level (m) if the restricted shares that the incentive object plans to release in the current period cannot be released due to the failure of the performance assessment at the company level in each assessment year, this part of restricted shares shall be repurchased by the company according to the sum of the grant price and the deposit interest of the bank in the same period.
（2） Individual level performance appraisal
The performance appraisal at the individual level of the incentive object shall be organized and implemented according to the current relevant regulations of the company. The individual performance appraisal results are divided into four grades: excellent, good, qualified and unqualified. At that time, the actual number of shares of the incentive object to be released from the restriction shall be determined according to the corresponding proportion of release from the restriction at the individual level in the following appraisal rating table:
Assessment grade excellent good qualified unqualified
100% 70% 0% of sales restrictions lifted at the individual level
（N）
The actual number of restricted shares that can be lifted by the incentive object in the current year = the planned amount of restrictions lifted in each period * the proportion of restrictions lifted at the company level (m) * the proportion of restrictions lifted at the individual level (n). Restricted shares that cannot be lifted in the current period due to the performance evaluation results at the individual level shall be repurchased by the company according to the sum of the grant price and the deposit interest of the bank in the same period.
6、 Assessment period and times
1. Assessment period
The fiscal year before the incentive object releases the restricted shares.
2. Assessment times
The incentive period of restricted stock is planned to be once a year.
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 nomination and remuneration appraisal committee of the board of directors.
8、 Assessment result management
1. Feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results. The working group of the remuneration and appraisal committee of the board of directors shall notify the appraisee of the appraisal results within five working days after the appraisal.
If the appraisee has any objection to his / her appraisal results, he / she can communicate with the human resources management department for settlement. If it cannot be properly solved, the assessed object can appeal to the remuneration and assessment committee of the board of directors, and the remuneration and assessment committee shall review and determine the final assessment result or grade within 10 working days.
2. Filing of assessment results
(1) After the evaluation, the human resources department must keep all the evaluation conclusions of the performance evaluation.
(2) In order to ensure the effectiveness of the performance appraisal, the performance records are not allowed to be altered. If they need to be modified or re recorded, they must be signed by the parties concerned for confirmation.
(3) The performance appraisal results shall be archived and kept as confidential information.
9、 Supplementary Provisions
1. These Measures shall be formulated, interpreted and revised by the board of directors. 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.
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.
Zjamp Group Co.Ltd(002758) board of directors December 24, 2021
