Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Management measures for the implementation of restricted stock incentive plan in 2021
Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, form a good and balanced value distribution system, attract and retain excellent talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively The interests of the company and the core team are combined to make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, according to the principle of equal income and contribution, The company has formulated the Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the equity incentive plan” or “the incentive plan”).
In order to ensure the smooth implementation of the company’s equity incentive plan, these measures are hereby formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
1、 Assessment purpose
In order to further improve the corporate governance structure, improve the performance evaluation system and incentive mechanism of the company’s senior managers and core employees, and improve the performance evaluation system of the company’s incentive objects by comprehensively and objectively evaluating the work performance of the company’s senior managers and middle-level managers who have a direct impact on the company’s business performance and sustainable development, Ensure the smooth implementation of the company’s incentive plan and promote the realization of the company’s long-term strategic objectives. 2、 Assessment principle
1. Principles for development
Comprehensively reflect the work performance results of the incentive objects through assessment and evaluation, and promote the sustainable development of the company by means of performance improvement through feedback and communication.
2. Principle of objectivity and impartiality
The assessment and evaluation must adhere to the principles of openness, impartiality 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 incentive plan with the work performance and contribution of the incentive objects, so as to improve the management performance level 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 the announcement of the company and the incentive plan
Senior managers, middle managers and core backbone employees working in the company (including wholly-owned subsidiaries).
It does not include independent directors and supervisors, nor does it include shareholders or actual shareholders who individually or jointly hold more than 5% of the company’s shares
The controller and his / her spouse, parents, children and foreign employees. All incentive objects must be within the scope of this incentive plan
Sign labor contracts or employment contracts with the company or subsidiaries during the assessment period.
4、 Assessment organization and executive organization
(i) The remuneration and assessment committee of the board of directors (hereinafter referred to as the “Remuneration Committee”) is responsible for this equity investment
Organization and implementation of incentives;
（2） The human resources department of the company shall form an assessment team to be responsible for the specific assessment work, and the human resources department shall be responsible for reporting to the company
Report to the Remuneration Committee;
（3） Relevant departments of the company’s human resources department and finance department 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 company’s internal audit department;
（4） The board of directors of the company is responsible for reviewing the assessment results.
5、 Performance evaluation indicators and standards
Whether the rights and interests granted to the incentive object can be lifted will be settled according to the assessment of the company and the incentive object
The results are jointly determined.
(i) Performance assessment requirements at the company level:
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, with one assessment in each fiscal year
The annual performance assessment objectives of restricted shares granted are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first dissolution of the company shall meet one of the following two conditions:
The sales restriction period (1) the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 shall not be less than 10 million yuan; (2) The operating revenue in 2022 shall not be less than RMB 1.6 billion.
The second dissolution of the company shall meet one of the following two conditions:
The sales restriction period (1) the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2023 shall not be less than 30 million yuan; (2) The operating revenue in 2023 shall not be less than 1.8 billion yuan.
The third dissolution of the company shall meet one of the following two conditions:
The sales restriction period (1) the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2024 shall not be less than 50 million yuan; (2) The operating revenue in 2024 shall not be less than 2 billion yuan.
Note: 1. The above “net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses” refers to the audited value,
In addition, the net profit deducting non recurring profit and loss in the assessment year (2022-2024) is excluding other subsequent profits in this and the assessment period
Value of the impact of share based payment expenses of incentive plan.
2. The performance targets involved in the lifting of the restrictions on the sale of the above restricted shares do not constitute the company’s performance forecast and substantive commitment to investors.
If the company fails to meet the above performance assessment objectives, all incentive objects shall not lift the restrictions on the sale of restricted shares planned to be lifted in the assessment year. The company shall repurchase and cancel them at the grant price, and pay interest at the bank deposit interest rate in the same period, which shall not be deferred to the lifting of restrictions in the next period.
（2） Individual level assessment requirements for incentive objects
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The company shall confirm the proportion of the incentive object to lift the sales restriction according to the assessment results of the year before the incentive object releases the sales restriction. The individual assessment results of incentive objects are divided into four grades: “excellent”, “good”, “qualified” and “unqualified”, and the corresponding assessment results are shown in the table below:
Individual assessment results are excellent, good, qualified and unqualified
The proportion of lifting sales restrictions at the personal level is 100% 80% 0%
On the premise of achieving the company’s performance objectives, the actual number of sales restrictions lifted by the incentive object in the current year = the number of sales restrictions planned to be lifted by the individual in the current year × The proportion of sales restrictions lifted at the individual level. The incentive objects shall release the restricted shares according to the actual number of restricted shares released in the current year, and assess the restricted shares that cannot be released in the current year. The company shall repurchase and cancel them according to the grant price, and pay interest according to the bank deposit interest rate in the same period.
6、 Assessment period and times
1. Assessment period
The assessment year of the equity incentive plan is three fiscal years from 2022 to 2024.
2. Assessment times
Once a year.
7、 Assessment procedure
Under the guidance of the remuneration and assessment committee of the board of directors, the human resources department of the company is responsible for the specific assessment of incentive objects of the headquarters; Guide subordinate companies to carry out the assessment of incentive objects; Summarize and save the appraisal results, form a performance appraisal report on this basis, and submit it to the remuneration and appraisal committee of the board of directors. The board of directors of the company is responsible for reviewing the appraisal results.
8、 Feedback and application of assessment results
1. The appraisee has the right to know his own appraisal results. The human resources department shall notify the appraisee of the appraisal results within 10 working days after the appraisal is completed.
2. If the appraisee has any objection to his / her assessment results, he / she can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee, which shall review and determine the final assessment result or grade 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.
9、 Management of assessment results
1. Correction of assessment indicators and results
After the assessment, the remuneration and assessment committee of the board of directors of the company can revise the assessment indicators and assessment results greatly affected by factors such as changes in the objective environment.
2. Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data. The remuneration and appraisal committee of the board of directors shall keep all appraisal records of performance appraisal for at least five years.
3. 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 parties concerned.
10、 Supplementary Provisions
1. The board of directors is responsible for formulating, interpreting and revising these measures.
2. The measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the equity incentive plan comes into force.
Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) board of directors December 31, 2021
