Yanker Shop Food Co.Ltd(002847)
Management measures for the implementation and assessment of restricted stock incentive plan in 2021 (Revised)
In order to further improve the corporate governance structure of Yanker Shop Food Co.Ltd(002847) (hereinafter referred to as "the company"), improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, fully mobilize the enthusiasm of the company's middle and senior managers and core backbone employees, ensure the steady improvement of the company's performance and the realization of the company's development strategy and business objectives, The company plans to implement the restricted stock incentive plan in 2021 (hereinafter referred to as "equity incentive plan" or "restricted stock incentive plan") in accordance with relevant national laws and the actual situation of the company.
In order to ensure the smooth implementation of the 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, regulations and normative documents, as well as the relevant provisions of the articles of association and the company's restricted stock incentive plan, and in combination with the actual situation of the company.
1、 Assessment purpose
Strengthen the planning of the implementation of the company's equity incentive plan, quantify the specific objectives set in the company's equity incentive plan, promote the scientific, standardized and institutionalized assessment management of incentive objects, and ensure the realization of various performance objectives of the company's equity incentive plan; At the same time, guide the incentive object to improve work performance, improve work ability, objectively and fairly evaluate the performance and contribution of employees, so as to provide objective and comprehensive evaluation basis for the implementation of this 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 the 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 overall performance of the company 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, including directors, senior managers and core technical (business) personnel of the company (including subsidiaries).
4、 Assessment organization
(i) The remuneration and assessment committee of the board of directors is responsible for leading and reviewing the assessment of incentive objects. （2） The company's human resources management center is responsible for the specific implementation of assessment. The human resources management center is responsible for and reports to the remuneration and assessment committee of the board of directors.
（3） The company's human resources management center, financial management center and other relevant departments are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data.
（4） The board of directors of the company is responsible for reviewing the assessment results.
5、 Assessment indicators and standards
(i) Performance assessment requirements at the company level
The assessment year for lifting the restriction on sales of the incentive plan is three fiscal years from 2021 to 2023, and the assessment is conducted once in each fiscal year. The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Compared with 2020, the growth rate of operating revenue in the first period of lifting the restrictions on sales in 2021 shall not be less than 28%, and the growth rate of net profit shall not be less than 42%
Compared with 2020, the growth rate of operating revenue in the second sales restriction lifting period is not less than 38% in 2022, and the growth rate of net profit is not less than 31%
In the third period of lifting the restrictions on sales, compared with 2020, the growth rate of operating revenue in 2023 shall not be less than 66%, and the growth rate of net profit shall not be less than 101%
Note: 1. The above net profit indicators are calculated based on the net profit before deducting the equity incentive cost, and refer to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses.
2. Operating income in 2020 refers to the audited operating income in 2020; Net profit in 2020 refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2020.
3. In case of merger, reorganization and non-public offering within the above period, the calculation method of net profit shall comply with the relevant provisions approved by the CSRC.
If the company fails to meet the above performance assessment objectives, all restricted shares of incentive objects that can be lifted in the corresponding assessment year shall not be lifted, and shall be repurchased and cancelled by the company.
（2） Performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company's salary and assessment. The company marks the comprehensive evaluation of the incentive object in each evaluation year (x, 0 ≤ x ≤ 100), and determines the proportion of lifting the sales restriction according to the annual comprehensive evaluation score of the incentive object:
Annual comprehensive evaluation score 90 ≤ x ≤ 10080 ≤ x ＜ 900 ≤ x ＜ 80
The proportion of sales restrictions that can be lifted is 100% X / 1000
If the annual performance assessment at the company level reaches the standard, the actual amount of sales restriction lifted by the incentive object in the current year = the proportion of sales restriction that can be lifted × The individual plans to lift the sales restriction limit in the current year. If the sales restriction cannot be lifted, the shares to be lifted in the current period shall be repurchased and cancelled by the company. The repurchase price is the sum of the grant price plus the interest of the bank's time deposit in the same period.
When the conditions for granting and exercising rights and interests of the incentive object are not fulfilled, the relevant rights and interests shall not be deferred to the next period. 6、 Assessment period and times
(i) Assessment period
The fiscal year before the incentive object applies for lifting the restrictions on the sale of restricted shares.
（2） Assessment times
The assessment year of this equity incentive plan is three fiscal years from 2021 to 2023, which is assessed once a year. 7、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources management center 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、 Assessment result management
(i) Feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results. The employee's direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the appraisee has any objection to his / her appraisal results, he / she can communicate with the human resources management center 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.
（2） Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data.
9、 Supplementary Provisions
(i) These Measures shall be formulated, interpreted and revised by the board of directors. 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.
（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.
January 4, 2002
