Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the restricted stock incentive plan of Ninestar Corporation(002180) (hereinafter referred to as “the company”) in 2022, further improve the corporate governance structure, form a good and balanced value distribution system, and encourage the directors, senior managers, middle managers and These measures are formulated in accordance with the relevant national regulations and the actual situation of the company to ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives.
1、 General provisions
(I) purpose
1. Improve the incentive and restraint mechanism of restricted stocks to ensure the smooth implementation of the incentive plan of restricted stocks; 2. Provide a reasonable and effective basis for the qualification identification of the incentive objects of the restricted stock incentive plan;
3. Provide a basis for the granting and lifting of restrictions on the sale of restricted shares, and the proportion of restricted shares granted to individuals that can actually be lifted;
4. Give full play to the incentive role of the company’s restricted stock incentive plan, achieve the purpose of equity incentive, effectively support the implementation and sustainable development of the company’s strategy, and maximize the interests of shareholders as much as possible.
(II) principle
The assessment and evaluation must adhere to the principles of fairness, fairness and openness, objectively evaluate the work performance of the assessment objects in strict accordance with these measures, and realize the close combination of the restricted stock incentive plan with the work performance and behavior performance of the incentive objects.
(III) appraisee
These measures are applicable to all incentive objects determined by the company’s restricted stock incentive plan, including all directors, senior managers, middle-level managers, core backbone of the company (including branches and holding subsidiaries) granted with restricted stock and other personnel deemed necessary by the board of directors of the company.
All incentive objects must have employment or labor relations with the company (including branches and holding subsidiaries) when the company grants restricted shares and within the assessment period specified in the restricted stock incentive plan.
2、 Responsibility and authority of assessment organization
(I) the board of directors of the company is responsible for formulating and revising the measures and authorizing the remuneration and assessment committee of the company to be responsible for the assessment;
(II) the company’s salary and assessment committee is responsible for leading and reviewing the assessment work;
(III) the company’s remuneration and assessment committee authorizes the company’s human resources department to be responsible for the specific implementation of the assessment, and the remuneration and assessment committee guides and supervises the assessment process;
(IV) the company’s human resources department and financial department are responsible for the collection and provision of assessment data, and are responsible for the authenticity and reliability of the data.
3、 Assessment system
(I) assessment content
1. Work performance and behavior performance of any appraisee;
2. Directors and senior managers of the company must also accept economic responsibility audit.
(II) assessment indicators
1. Performance evaluation indicators at the company level
(1) The incentive plan will conduct performance evaluation in three fiscal years from 2022 to 2024, and determine the proportion of lifting sales restrictions at the company level (m) according to the results of performance evaluation.
(2) The annual performance assessment requirements for the restricted shares granted for the first time are as follows:
Score of lifting limit (x): 0 points, 60 points, 100 points
Sales arrangement performance evaluation indicators
40% the net profit of the company in 2022 is less than 45.00% 45.00% ≤ a 60.00% a ≥ 60.00% compared with 2021 a
Annual growth rate (a) ≥ 60.00%
40% the net profit of the company in 2023 is lower than that of 2021 a ＜ 90.00% 90.00% ≤ a ＜ 116.00% a ≥ 116.00%
Annual growth rate (a) ≥ 116.00%
20% the net profit of the company in 2024 is less than 166.00% 166.00% compared with 2021 a ≤ a 196.00% a ≥ 196.00%
Annual growth rate (a) ≥ 196.00%
Note: the above net profit growth rate indicators are based on the net profit attributable to the listed company, and the impact of share based payment expenses of the incentive plan is excluded. (3) If the restricted shares reserved for grant are granted in 2022, the annual performance assessment requirements of the restricted shares reserved for grant are consistent with those of the restricted shares granted for the first time.
If the restricted shares reserved for grant are granted in 2023, the annual performance assessment requirements of the restricted shares reserved for grant are as follows:
Score of lifting limit (x): 0 points, 60 points, 100 points
Sales arrangement performance evaluation indicators
50% the net profit of the company in 2023 is lower than that of 2021 a ＜ 90.00% 90.00% ≤ a ＜ 116.00% a ≥ 116.00%
Annual growth rate (a) ≥ 116.00%
50% the net profit of the company in 2024 is lower than that of 2021 a ＜ 166.00% 166.00% ≤ a ＜ 196.00% a ≥ 196.00%
Annual growth rate (a) ≥ 196.00%
Note: the above net profit growth rate indicators are based on the net profit attributable to the listed company, and the impact of share based payment expenses of the incentive plan is excluded.
The score of the net profit growth rate (a) of the company in each assessment year is (x), and the proportion of the company level performance assessment lifting the restriction (m) corresponding to the company level performance assessment score (x) is shown in the following table:
Company level performance assessment score (x) range company level performance assessment lifting restriction ratio (m)
X = 0 point 0
X = 60 points 70%
X = 100 points 100%
2. Individual level performance appraisal indicators
The individual level assessment of incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and assessment.
The individual level performance appraisal rating is divided into five grades, and the specific evaluation criteria of each performance grade are as follows:
Individual level performance appraisal rating criteria
A the work completion results and process performance exceed expectations, and the contribution and impact on the organization are recognized and obvious.
A – the work completion results and process performance meet the expectations, and can take the initiative to complete the work in an all-round way in accordance with the general standards of the post, which has a positive contribution and impact on the organization.
B. the work completion results and process performance meet the expectations, and the work is basically completed in accordance with the standards specified by the post, which has a certain contribution and impact on the organization.
B – the work completion results and process performance can basically meet the requirements or partially meet the requirements, sometimes lower than the work standard of the post, and need to be further improved.
C. the work completion results and process performance basically fail to meet the requirements and are incompetent for this post.
According to the individual level performance appraisal rating, the proportion of individual level performance appraisal lifting the restriction (n) is determined as follows:
Individual level performance appraisal rating individual level performance appraisal lifting restriction ratio (n)
A
A- 100%
B
B- 50%
C 0%
The actual amount of sales restriction lifted by the incentive object in the current year = the amount of sales restriction lifted by the individual in the current year × Proportion of company performance evaluation (m) × Proportion of individual level performance appraisal lifting sales restriction (n).
If the restricted shares that the incentive object plans to lift the restriction on sale in the current period cannot be lifted due to assessment reasons, the company shall repurchase and cancel them at the grant price and shall not be deferred to the next year.
(III) assessment process
1. According to the principle of scientific assessment and effective assessment, the assessed person shall be assessed once a year with the natural year as the assessment period.
2. The working group of the remuneration and assessment committee shall confirm the identity and information of the assessed person, which shall be verified by the board of supervisors. The human resources department of the company is responsible for the specific assessment operation, evaluate according to the completion of the annual performance objectives and behavior performance of the appraisee, and form the annual performance assessment results of the appraisee. Among them, the annual assessment results and economic responsibility audit results of the company’s directors and senior managers must be reported to the company’s remuneration and Assessment Committee for the record.
(IV) management of assessment results
1. Correction of assessment indicators and results
In case of major force majeure or special reasons affecting the work performance of the assessed person during the assessment period, the company’s salary and assessment committee can correct the assessment indicators and results with large deviation.
2. Feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the appraisal. All departments shall timely put forward improvement direction and opinions for the personnel with poor assessment results through assessment, and timely persuade the unqualified personnel to retreat. If the appraisee has any objection to his assessment results, he can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can appeal to the human resources department, which shall review and determine the final assessment result or grade within 10 working days. 3. Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data.
4、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures.
(II) 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.
Ninestar Corporation(002180) board of directors
February 28, 2002
