two thousand and twenty-two
Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the long-term incentive and restraint mechanism of the company, realize the incentive and restraint for the directors, senior managers and core backbone personnel of the company (including holding subsidiaries), integrate their interests more closely with the long-term development of the enterprise, and achieve risk sharing and benefit sharing, Fully mobilize their enthusiasm and creativity, promote the long-term behavior of decision makers and managers, improve the driving force of the company’s internal growth, improve the company’s own cohesion and market competitiveness, promote the company’s sustainable and high-quality development, and maximize the value of the company and shareholders. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, The company has formulated the Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 stock option incentive plan (Draft) (hereinafter referred to as “the equity incentive plan” or “the incentive plan”).
The incentive plan and the articles of association of the people’s Republic of China are hereby formulated in accordance with the relevant provisions of the incentive plan of the people’s Republic of China and the relevant administrative regulations of the people’s Republic of China, and the measures for the smooth implementation of the incentive plan of the company are hereby formulated in accordance with the relevant laws and regulations of the people’s Republic of China.
The purpose of formulating these measures is to strengthen the planning of the implementation of the company’s equity incentive plan, quantify the specific objectives set by the company’s equity incentive plan, promote the scientific, standardized and institutionalized assessment management of incentive objects, and ensure the realization of various performance indicators of the company’s equity incentive plan; At the same time, guide the incentive object to improve work performance, improve work ability, objectively and fairly evaluate the performance and contribution of employees, so as to provide objective and comprehensive evaluation basis for the implementation of this incentive plan.
(I) the assessment and evaluation must adhere to the principles of fairness, openness and fairness, and the incentive objects must be assessed and evaluated in strict accordance with these measures;
(II) combination of assessment indicators with the company’s medium and long-term development strategy and annual business objectives; Combine with the work performance, work ability and work attitude of the incentive object.
The measures are applicable to all incentive objects determined in the incentive plan, specifically including directors, senior managers and core backbone personnel of the company (including holding subsidiaries), excluding independent directors, supervisors and shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company, and the other incentive objects must have employment or labor relations with the company or its holding subsidiaries. All incentive objects must work within the assessment period of the plan..
The remuneration and assessment committee of the board of directors of the company (hereinafter referred to as the “Remuneration and assessment committee”) is responsible for the organization and implementation of the equity incentive plan.
The human resources department of the company is responsible for the specific implementation of assessment and reporting to the salary and assessment committee.
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, which is supervised by the internal audit department of the company.
The board of directors of the company is responsible for reviewing the assessment results.
The exercisable share of the incentive object’s stock option in the current year is jointly determined according to the assessment results at the company level and individual level.
(I) company level performance assessment objectives
In the incentive plan, the company’s performance will be assessed annually in three fiscal years from 2022 to 2024, once every fiscal year, so as to meet the company’s performance assessment objectives as one of the exercise conditions of the incentive object. The performance evaluation objectives of the granted stock options are shown in the table below:
The first exercise period in 2022 is based on the operating income in 2021, and the growth rate of operating income in 2022 shall not be less than 50%.
The second exercise period in 2023 is based on the operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 125%.
The third exercise period in 2024 is based on the operating income in 2021, and the growth rate of operating income in 2024 is not less than 238%.
Note: the above “operating income” refers to the audited operating income of the listed company.
During the exercise period, the company shall handle the exercise matters for the incentive objects that meet the exercise conditions. If the current performance level of the company fails to meet the performance assessment target conditions during each exercise period, the stock options of all incentive objects corresponding to the exercisable rights in the current year shall not be exercised, and the company shall cancel the exercisable shares of stock options of incentive objects in the current period.
(II) individual level performance appraisal of incentive objects
The individual assessment of incentive objects shall be conducted annually in accordance with the administrative measures for the assessment of the implementation of stock option incentive plan in Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022. The evaluation results shall be determined by the individual performance evaluation indicators. In principle, the performance evaluation results shall be divided into four grades: “excellent”, “good”, “qualified” and “unqualified”. At that time, the number of shares actually exercised by the incentive object will be determined according to the exercise proportion at the individual level in the following assessment and rating table.
Total assessment score x ≥ 80 ≤ x ＜ 80 x ＜ 70
The assessment grade is excellent, good, qualified or unqualified
Standard coefficient 1.0 0.8 0
On the premise of achieving the company’s performance objectives, the individual’s actual exercise limit in the current year = standard coefficient × The individual’s planned exercise limit of the current year.
The incentive object exercises the granted stock options according to the proportion specified in the incentive plan, and the stock options that the incentive object cannot exercise shall be cancelled by the company; If the individual performance appraisal grade of the incentive object in the previous year is “unqualified”, all the stock options of the incentive object corresponding to the appraisal year shall not be exercised. If the incentive object fails to exercise the stock option, it shall be cancelled by the company.
The human resources department, finance department and other relevant departments of the company are responsible for the specific assessment work under the guidance of the remuneration and assessment committee, save the assessment results, form a performance assessment report on this basis and submit it to the remuneration and assessment committee. The board of directors of the company is responsible for the review of the assessment results.
The assessment period of the incentive plan is the fiscal year before the exercise of each stock option of the incentive object.
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once a year.
Feedback and appeal of assessment results:
(I) the appraisee has the right to know his own appraisal results. The working group of the salary and appraisal committee shall notify the appraisee of the appraisal results within 10 working days after the appraisal.
(II) if the assessed object has any objection to his / her assessment results, he / she can communicate with the human resources department for settlement within 5 working days after receiving the assessment notice. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee through the human resources department. The salary and assessment committee shall review and determine the final assessment result or grade within 10 working days.
(III) the assessment results shall be used as the basis for the exercise of stock options.
Filing of assessment results:
(I) after the assessment, the human resources department shall keep all assessment records of performance assessment. The assessment results shall be kept as confidential information.
(II) in order to ensure the effectiveness of the performance record, no alteration is allowed on the performance record. If it is to be revised or re recorded, it must be signed by the party concerned.
(III) the retention period of performance appraisal records is 5 years. The documents and records beyond the retention period shall be uniformly destroyed by the remuneration and assessment committee of the company.
The board of directors is responsible for formulating, interpreting and revising these measures. If the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan. If there is no explicit provision in these measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and this equity incentive plan.
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.
Juneyao Grand Healthy Drinks Co.Ltd(605388) board of directors March 4, 2022
