Restricted stock incentive plan for 2021
Implementation of assessment management measures
To ensure Aerosun Corporation(600501) These measures are formulated in accordance with relevant national regulations and the actual situation of the company to further improve the corporate governance structure, form a good and balanced value distribution system, encourage core 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.
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 equity incentive plan, and give full play to the role of equity incentive 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 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 determined in the 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 work and assessing the incentive objects.
5、 Performance evaluation indicators and standards
(i) Company level performance appraisal
The restricted shares granted by the incentive plan shall be subject to annual performance evaluation and the restriction shall be lifted. The evaluation shall be conducted once every fiscal year to meet the company’s performance evaluation objectives as the conditions for the lifting of the restriction.
The performance conditions for the release of restricted shares granted for the first time are shown in Table 1:
Table 1 performance assessment objectives
Performance assessment objectives during the lifting of sales restrictions
Performance assessment objectives during the lifting of sales restrictions
Based on the net profit of 2020, the compound growth rate of net profit in 2022 shall not be less than 16%, and the first sales restriction period shall not be lower than the average level of the same industry or the 75th percentile value of benchmark enterprises;
(2024) the return on net assets in 2022 shall not be less than 2.76%;
△ EVA in 2022 is greater than zero
Taking the net profit of 2020 as the base, the compound growth rate of net profit in 2023 shall not be less than 16%, and the second sales restriction lifting period shall not be lower than the average level of the same industry or the 75th percentile value of benchmark enterprises;
(2025) the return on net assets in 2023 shall not be less than 3.15%;
△ EVA in 2023 is greater than zero
Taking the net profit of 2020 as the base, the compound growth rate of net profit in 2024 shall not be less than 16%, and the third sales restriction lifting period shall not be lower than the average level of the same industry or the 75th percentile value of benchmark enterprises;
(2026) the return on net assets in 2024 shall not be less than 3.54%;
△ EVA is greater than zero in 2024
If the reserved restricted shares are granted before the disclosure of the company’s 2021 annual report, the performance conditions for unlocking the reserved shares shall be implemented in accordance with the unlocking conditions for the restricted shares granted for the first time. Otherwise, the performance conditions for lifting the restrictions on the sale of the reserved restricted shares are shown in Table 2:
Table 2 performance assessment objectives
Performance assessment objectives during the lifting of sales restrictions
Based on the net profit of 2021, the compound growth rate of net profit in 2023 shall not be less than 16%, and the first sales restriction period shall not be lower than the average level of the same industry or the 75th percentile value of benchmark enterprises;
(2025) the return on net assets in 2023 shall not be less than 3.15%;
△ EVA in 2023 is greater than zero
Taking the net profit of 2021 as the base, the compound growth rate of net profit in 2024 shall not be less than 16%, and the second sales restriction lifting period shall not be lower than the average level of the same industry or the 75th percentile value of benchmarking enterprises;
(2026) the return on net assets in 2024 shall not be less than 3.54%;
△ EVA is greater than zero in 2024
Taking the net profit of 2021 as the base, the compound growth rate of net profit in 2025 shall not be less than 16%, and the third sales restriction lifting period shall not be lower than the average level of the same industry or the 75th percentile value of benchmark enterprises;
(2027) the return on net assets in 2025 shall not be less than 3.99%;
△ EVA is greater than zero in 2025
Note:
1. The above net profit refers to the net profit attributable to the shareholders of the listed company; Return on net assets refers to the weighted average return on net assets attributable to shareholders of listed companies.
2. The above compound growth rate of net profit refers to the compound growth rate of two, three and four years compared with the base.
3. The same industry refers to the industry classification “manufacturing – automobile manufacturing” of the CSRC.
4. Benchmarking enterprises refer to Chinese enterprises in the same industry listed in the incentive plan (Draft).
5. During the validity period of the equity incentive plan, if the company implements major asset restructuring such as issuing shares for refinancing or issuing shares to acquire assets, the newly increased net assets and the net profits (income, costs and expenses) generated by such net assets shall not be included in the scope of assessment and calculation.
6. The board of directors of the company has the right to adjust and modify the above performance indicators, levels and benchmarking enterprises in the same industry according to the company’s strategy, market environment and other relevant factors. In the process of annual assessment, if the sample of enterprises in the same industry or benchmarking enterprises has significant changes in their main business and has a great impact on the net profit In case of major asset restructuring or sample value with excessive deviation, the board of directors of the company will eliminate or replace the sample during the year-end assessment.
（2） Individual level performance appraisal
When the unlocking conditions at the company level are met, the proportion coefficient of the individual incentive object who can lift the sales restriction in the current year shall be determined according to the assessment results of the unit and individual in the previous year. Individual’s actual amount of sales restriction lifted in the current year = proportion coefficient of sales restriction lifted × The individual plans to lift the sales restriction limit in the current year.
1. Leaders and employees of the company’s headquarters
The individual assessment results of incentive objects are divided into “excellent”, “good”, “competent” and “incompetent”, and the corresponding sales restriction removal coefficients are as follows:
Table 3 proportion of individual assessment results and lifting of sales restrictions of the Department
The assessment results are excellent, good, competent and incompetent
The proportion of lifting sales restrictions is 110.80
2. Leaders and employees of centers and subsidiaries
(1) If the assessment result of the assessment unit in the previous year is “excellent”, the assessment result and the proportion of lifting the sales restriction of the incentive object are as follows:
Table 4 proportion of individual assessment results and lifting of sales restrictions of each center and subsidiary company
The assessment results are excellent, good, competent and incompetent
The proportion of lifting sales restrictions is 110.80
(2) If the assessment result of the assessment unit in the previous year is “good”, the assessment result of individual incentive object lifting the restriction and the proportion of lifting the restriction are as follows:
Table 5 proportion of individual assessment results and lifting of sales restrictions of each center and subsidiary company
The assessment results are excellent, good, competent and incompetent
The proportion of lifting sales restrictions is 10.80% sixty
(3) If the assessment result of the assessment unit in the previous year is “qualified”, the assessment result of individual incentive object lifting the restriction and the proportion of lifting the restriction are as follows:
Table 6 proportion of individual assessment results and lifting of sales restrictions of each center and subsidiary company
The assessment results are excellent, good, competent and incompetent
The proportion of lifting sales restrictions is 10.60% forty
(4) If the assessment result of the assessment unit is “unqualified” in the previous year, all incentive objects of the unit shall not lift the sales restriction. All or part of the restricted shares of the incentive objects that fail to lift the sales restriction in the current period shall not be deferred to the next period. The company shall repurchase and cancel them according to the lower of the grant price and the market price at the time of repurchase.
6、 Assessment period and times
(i) Assessment period
When the restricted shares granted by the incentive object for the first time are lifted, the performance evaluation years are 2022, 2023 and 2024 respectively; If the grant of some reserved restricted shares is completed before the disclosure of the company’s 2021 annual report, the performance evaluation year for the release of restrictions on the sale of some reserved shares is the same as that when the restrictions on the sale of restricted shares are released for the first time. Otherwise, the performance evaluation years for the release of restrictions on the sale of some reserved restricted shares are 2023, 2024 and 2025 respectively.
（2） Assessment times
Once a year during the implementation of this incentive plan.
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. The remuneration and assessment committee of the board of directors shall determine the qualification and quantity of incentive objects for lifting the sales restriction according to the assessment report.
8、 Feedback and application of assessment results
(i) Feedback and appeal of assessment results
1. The examinee has the right to know his own assessment results, and the salary and assessment committee shall notify the examinee of the assessment results within 5 working days after the end of the assessment.
2. If the examinee has any objection to the assessment results, he can appeal to the remuneration and assessment committee of the board of directors within 5 working days after receiving the assessment notice. The remuneration and assessment committee shall review and determine the final assessment results within 10 working days.
3. The assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
（2） Filing of assessment results
After the assessment, the assessment results shall be archived and kept by the human resources department of the company as confidential information for a period of not less than 5 years.
9、 Supplementary Provisions
These Measures shall be formulated, interpreted and revised by the board of directors of the company, and shall come into force after being deliberated and adopted by the general meeting of shareholders of the company.
