Jiangsu Suyan Jingshen Co.Ltd(603299)
Management measures for the implementation and assessment of restricted stock incentive plan in 2021 (Revised Version)
(submitted to the general meeting of shareholders for deliberation)
In order to ensure the smooth progress of the equity incentive plan of Jiangsu Suyan Jingshen Co.Ltd(603299) (hereinafter referred to as “the company”), further improve the corporate governance structure, form a good and balanced value distribution system, encourage the company’s senior executives and other 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, These measures are formulated in accordance with relevant national regulations and the actual situation of the company.
1、 Assessment purpose
Further improve the corporate governance structure, establish and improve the incentive and restraint mechanism of the company, 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
These measures are applicable to all incentive objects participating in the company’s restricted stock 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 is responsible for the assessment of the company’s senior executives. The Organization Department of the Party committee (Human Resources Department) of the company, under the guidance of the remuneration and assessment committee, assesses the incentive objects of other core employees such as management backbone, technical backbone, business backbone and advanced models.
5、 Performance appraisal 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. If the company level performance appraisal fails to meet the standards or the individual level performance appraisal fails to meet the conditions for lifting the restriction in the current period, the corresponding restricted shares shall not be deferred to the lifting of the restriction in the next period.
1. Performance assessment requirements at the company level at the time of award
(1) The total average profit from 2018 to 2020 shall not be less than 264 million yuan, and shall not be less than the 50th percentile of the benchmarking enterprise;
(2) From 2018 to 2020, the average basic earnings per share after non deduction shall not be less than 0.19 yuan and not less than the 50th quantile of the benchmarking enterprise;
(3) The cash dividend in 2020 shall not be less than 30% of the profit available for distribution in that year.
2. Performance assessment requirements when lifting sales restrictions
The restricted shares granted under the plan will be subject to annual performance evaluation in the three fiscal years (20222024) during the period of lifting the restrictions on sale, and the restrictions on sale will be lifted, so as to meet the performance evaluation objectives as the conditions for lifting the restrictions on sale of restricted shares.
Performance evaluation conditions for lifting the sales restriction period
(1) Based on the total average profit from 2019 to 2021,
The average growth rate of total profits from 2021 to 2022 for the first time and reserved grant shall not be less than 18%;
(2) deduction of non basic earnings per share in 2022 shall not be less than 0.31 yuan,
The sales restriction period and the above two indicators are not lower than the 75th percentile value of the benchmarking company;
(3) The cash dividend in 2022 shall not be less than 30% of the distributable profit of the current year.
(1) Based on the total average profit from 2019 to 2021,
The average growth rate of total profits from 2022 to 2023 for the first time and reserved grants shall not be less than 12%;
(2) the deduction of non basic earnings per share in 2023 shall not be less than 0.33 yuan,
The sales restriction period and the above two indicators are not lower than the 75th percentile value of the benchmarking company;
(3) The cash dividend in 2023 shall not be less than 30% of the distributable profit of the current year.
(1) Based on the total average profit from 2019 to 2021,
The average growth rate of total profits from 2023 to 2024 for the first time and reserved grants shall not be less than 19%;
(2) the deduction of non basic earnings per share in 2024 shall not be less than 0.35 yuan,
The sales restriction period and the above two indicators are not lower than the 75th percentile value of the benchmarking company;
(3) The cash dividend in 2024 shall not be less than 30% of the distributable profit of the current year.
Note: (1) the calculation of “deducting non basic earnings per share” index is based on the net profit attributable to the parent company after deducting non recurring profits and losses. Relevant assessment indicators are calculated based on the value excluding the impact of share based payment expenses of this and other incentive plans.
(2) During the validity period of this plan, in view of the situation that may seriously affect the company’s performance in the future, resulting in the incompatibility of performance indicators, if the corresponding adjustment is made, it shall be submitted to the general meeting of shareholders for deliberation and approval, and reported to the competent State-owned Assets Management Unit for the record.
The incentive cost generated by this equity incentive will be disbursed in the management expenses. If the company’s performance evaluation target of restricted shares in a certain period of lifting the restrictions on sale is not achieved, the restricted shares of all incentive objects in the current period cannot be lifted, and the company shall repurchase and cancel the restricted shares according to the lower of the grant price and the market price of the shares at the time of repurchase.
2. Individual level assessment of incentive objects
The remuneration and assessment committee is responsible for scoring the comprehensive assessment of the company’s senior executives in each assessment year. The Organization Department of the Party committee (Human Resources Department) of the company is responsible for scoring the comprehensive assessment of other incentive objects such as management backbone, technical backbone, business backbone and advanced models in each assessment year, and determining the proportion of lifting the sales restriction according to the assessment results of incentive objects, Actual number of individual sales restrictions that can be lifted in the current year = standard coefficient × The individual plans to lift the sales restriction limit in the current year.
The evaluation results are excellent, good, competent or incompetent
Standard coefficient 1.0 1.0 0.8 0
The individual performance evaluation results are determined according to the individual performance evaluation indicators. The performance evaluation results are divided into four grades: excellent, good, competent and incompetent. If the evaluation result of the incentive object is “good” or above, the sales restriction can be lifted at a proportion of 100% in the current period; If the evaluation result is “competent”, the sales restriction can be lifted according to the proportion of 80% in the current period; If the appraisal result is “incompetent”, the sales restriction cannot be lifted in the current period.
Restricted shares that cannot be lifted in the current period due to individual level performance evaluation results shall not be deferred to the lifting of restrictions in the next period, and the company shall repurchase and cancel them at the grant price in accordance with the provisions of the incentive plan.
6、 Assessment period and times
1. Assessment time
The assessment years for the lifting of restrictions on the sale of restricted shares in this incentive plan are 2022, 2023 and 2024.
2. Assessment frequency
The restricted shares of this incentive plan will be assessed once a year.
7、 Assessment procedure
The Organization Department of the company’s Party committee (Human Resources Department) is responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, saves the assessment results, forms a performance assessment report on this basis and submits it to the remuneration and assessment 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, and the working group of the remuneration and appraisal committee of the board of directors shall notify the appraisee of the appraisal results within 5 working days after the end of the appraisal.
If the examinee has any objection to his assessment results, he can communicate with the Organization Department of the Party committee (Human Resources 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
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.
