Zhejiang Yinlun Machinery Co.Ltd(002126)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as “the company”) in order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s directors, senior managers and core employees, effectively combine the interests of shareholders, the company and the core team, and ensure the realization of the company’s development strategy and business objectives, Make all parties concerned about the long-term development of the company. On the premise of fully protecting the interests of shareholders, the company, in accordance with the principle of equal incentives and constraints, and in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and normative documents, as well as the provisions of the articles of Association, have formulated the company’s 2022 stock option incentive plan (hereinafter referred to as the “incentive plan”).
In order to ensure the smooth implementation of the incentive plan, the measures are hereby formulated in accordance with the company law, securities law, administrative measures and other relevant laws, regulations and normative documents, as well as the provisions of the articles of Association Zhejiang Yinlun Machinery Co.Ltd(002126) 2022 stock option incentive plan (Draft), 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, ensure the smooth implementation of the company’s 2022 stock option incentive plan, and give full play to the incentive role of the incentive plan 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 the measures and the performance of the incentive objects, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive objects, so as to improve the overall performance of the company 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, including directors, senior managers and key employees of the company.
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、 Assessment indicators and standards
1. Company level performance assessment requirements
The exercise assessment year of the incentive plan is four fiscal years from 2022 to 2025. The performance indicators of the company are assessed annually to meet the performance assessment objectives as one of the exercise conditions of the incentive object in the current year. The annual performance assessment objectives of the first award and reserved award of this incentive plan are the same, as follows:
The proportion of exercisable rights at the company level (x) is determined according to the achievement rate (P) of performance objectives in each assessment year. The performance assessment objectives of each year for the first grant of stock options are shown in the figure below:
Net profit attributable to parent company during exercise period and operating income
Weight of each performance indicator 55% 45%
Achievement rate of performance objectives (P) ∑ (actual achievement value of performance indicators / target value of performance indicators) × Weight of performance indicators
In the first exercise period, the net profit attributable to the parent company in 2022 shall not be less than 400 million yuan, and the operating revenue in 2022 shall not be less than 9 billion yuan
In the second exercise period, the net profit attributable to the parent company in 2023 shall not be less than 540 million yuan, and the operating revenue in 2023 shall not be less than 10.8 billion yuan
In the third exercise period, the net profit attributable to the parent company in 2024 shall not be less than 780 million yuan, and the operating revenue in 2024 shall not be less than 13 billion yuan
In the fourth exercise period, the net profit attributable to the parent company in 2025 shall not be less than 1.05 billion yuan, and the operating income in 2025 shall not be less than 15 billion yuan
Appraisal index annual performance target achievement result company level exercise proportion (x)
P ≥ 100% X=100%
Achievement rate of performance objectives (P) 80% ≤ P 100% x = (P-80%) / 20% 20% + 80%
P＜80% X=0%
Note: 1. “Operating income” and “net profit” are calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the company. 2. The above “net profit” refers to the net profit value attributable to the shareholders of the parent company and excluding the impact of share based payment expenses.
If the company fails to meet the above performance assessment objectives, 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.
2. Performance appraisal requirements at individual level
The salary and assessment committee will score the comprehensive assessment of the incentive object in each assessment year, and determine its exercise proportion according to the performance completion rate of the incentive object. The performance evaluation results of incentive objects are divided into four grades, and the evaluation form is applicable to incentive objects. At that time, the exercise proportion of incentive objects will be determined according to the following table:
Evaluation results a B C D
Exercise proportion at individual level: 100% 100% 90% 0%
Actual exercisable proportion of incentive object in the current year = exercisable proportion in the current period × Exercise proportion at company level (x) × Exercise proportion at individual level (n)
The stock options that cannot be exercised in the current year shall be cancelled by the company.
6、 Assessment period and times
1. Assessment period
The fiscal year before the incentive object exercises its rights.
2. Assessment times
During the implementation of the incentive plan, the assessment shall be conducted once a year.
7、 Exercise of power
(I) the remuneration and appraisal committee of the board of directors shall determine the exercise qualification and quantity of incentive objects according to the performance appraisal report.
(II) the performance appraisal results shall be used as the basis for the exercise of stock options.
8、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources administration 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. 9、 Feedback and application 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 five 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 five working days after receiving the assessment notice. The remuneration and assessment committee can review the assessment results according to the actual situation and revise the assessment results according to the review results.
3. The assessment results shall be used as the basis for the exercise of stock options.
10、 Filing of assessment results
1. After the assessment, the office of the board of directors shall keep all assessment records of performance assessment.
2. In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be modified or re recorded, they must be signed by the assessment recorder.
3. The results of performance appraisal shall be filed and kept as confidential information, and the office of the board of directors shall be responsible for unified destruction three years after the end of the plan.
11、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures. 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.
(II) these measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the stock option incentive plan takes effect in 2022.
Zhejiang Yinlun Machinery Co.Ltd(002126) board of directors
March 9, 2022
