Xiamen Wanli Stone Stock Co.Ltd(002785) measures for the administration of assessment of the implementation of stock option and restricted stock incentive plan in 2022
Xiamen Wanli Stone Stock Co.Ltd(002785)
2022 stock option and restricted stock incentive plan
Implementation of assessment management measures
Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as "the company") in order to further establish and improve the company's long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company's directors, senior managers and personnel in core positions, effectively combine the interests of shareholders, the company and employees, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal income and contribution, the company has formulated the Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan" and "equity incentive plan").
In order to ensure the smooth implementation of the equity incentive plan of the company, the 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.
Article 1 assessment purpose
The purpose of formulating these measures is to strengthen the planning of the implementation of the company's equity incentive plan, quantify the specific objectives set by the company's equity incentive plan, promote the scientific, standardized and institutionalized assessment management of incentive objects, and ensure the realization of various performance indicators 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.
Article 2 assessment principle
(I) adhere to the principles of fairness, impartiality and openness, and evaluate the incentive objects in strict accordance with these measures; (II) combination of assessment indicators with the company's medium and long-term development strategy and annual business objectives; Combine with the key work performance, work ability and work attitude of the incentive object.
Article 3 scope of assessment
Xiamen Wanli Stone Stock Co.Ltd(002785) measures for the administration of assessment of the implementation of stock option and restricted stock incentive plan in 2022
The measures are applicable to all incentive objects determined in the incentive plan, specifically including directors, senior managers and personnel in core positions in the company (including subsidiaries, the same below), excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total, as well as their spouses, parents and children. All incentive objects must sign labor contracts or employment contracts with the company or its subsidiaries within the assessment period of the incentive plan. Article 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 the organization and implementation of this equity incentive.
(II) the human resources department of the company is responsible for the specific assessment and reporting to the Remuneration Committee. (III) the human resources department, finance department and other relevant departments of the company are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data.
(IV) the board of directors of the company is responsible for reviewing the assessment results.
Article 5 performance appraisal indicators and standards
Whether the rights granted to the incentive object can be exercised / the restriction on sales can be lifted will be jointly determined according to the assessment results of the company and the incentive object.
(I) performance assessment requirements at the company level
The incentive plan assesses the company's performance indicators annually in the fiscal year from 2022 to 2024, and takes meeting the performance assessment objectives as one of the conditions for the exercise / lifting of restrictions on sales of the incentive object in the current year. The performance assessment objectives at the company level are shown in the table below:
Performance assessment objectives of exercise / release of restrictions
The first exercise period / based on the company's operating income in 2021, the operating income in 2022
During the period of lifting the restrictions on sales, the growth rate of business income shall not be less than 10.00%
The second vesting period granted for the first time / based on the company's operating income in 2021, the operating income in 2023
The growth rate of business income during the period of lifting the restrictions on the sale of stock options / restricted stocks shall not be less than 18.00%
The third exercise period / based on the company's operating income in 2021, the operating income in 2024
During the period of lifting the restrictions on sales, the growth rate of business income shall not be less than 30.00%
The first exercise period is based on the company's operating income in 2021 and the operating income in 2023
The income growth rate of stock option industry reserved for grant shall not be less than 18.00%
The second exercise period is based on the company's operating income in 2021 and the operating income in 2024
The growth rate of industrial income shall not be less than 30.00%
Note: the above "operating income" refers to the audited operating income of the listed company.
Xiamen Wanli Stone Stock Co.Ltd(002785) measures for the administration of assessment of the implementation of stock option and restricted stock incentive plan in 2022
During the exercise period / release period, the company will handle the exercise / release of restrictions for incentive objects that meet the exercise / release conditions. If the company's current performance level fails to meet the performance assessment target conditions during each exercise period / lifting the restriction period, all incentive objects' stock options corresponding to the exercisable rights in the current year shall not be exercised, and the company shall cancel the exercisable shares of incentive objects' stock options in the current period; All restricted shares that can be lifted in the corresponding assessment year shall not be lifted, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the people's Bank of China in the same period.
(II) performance appraisal requirements at the individual level of incentive objects
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The individual assessment and evaluation results of incentive objects are divided into "qualified" and "unqualified".
On the premise of the achievement of the company's performance objectives, if the individual evaluation result of the incentive object in the previous year reaches "qualified", the incentive object can exercise all the stock options / restricted shares in the corresponding assessment year / lift the restriction on sale; If the individual performance appraisal result of the incentive object in the previous year is "unqualified", all the stock options / restricted shares of the incentive object corresponding to the appraisal year shall not be exercised / the restriction shall not be lifted.
The stock option that the incentive object fails to exercise shall be cancelled by the company, and the restricted shares that the incentive object cannot lift the restriction on sales shall be repurchased and cancelled by the company at the grant price.
Article 6 assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department and other relevant departments of the company are responsible for the specific appraisal work, save the appraisal results, form a performance appraisal report on this basis and submit it to the Remuneration Committee of the board of directors. The board of directors of the company is responsible for reviewing the appraisal results.
Article 7 assessment period and times
(I) assessment period
The fiscal year prior to the exercise of each stock option or the lifting of restrictions on the sale of restricted shares.
(II) assessment times
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, which is assessed once a year. Article 8 management of assessment results
(I) feedback and application of assessment results
Xiamen Wanli Stone Stock Co.Ltd(002785) measures for the administration of assessment of the implementation of stock option and restricted stock incentive plan in 2022
1. 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.
2. If there is any objection to the assessment result, the human resources department can communicate with the assessment object. If it cannot be solved through communication, the assessed object can appeal to the Remuneration 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 exercise of stock options or the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment records
1. After the assessment, the human resources department shall keep all assessment records of performance assessment. The assessment results shall be kept as confidential information.
2. In order to ensure the effectiveness of the performance record, no alteration is allowed on the performance record. If it is to be modified or re recorded, it must be signed by the party concerned.
3. The retention period of performance appraisal records is 5 years. The documents and records beyond the retention period shall be uniformly destroyed by the Remuneration Committee of the board of directors of the company.
Article 9 supplementary provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures.
(II) if the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan. If there is no explicit provision in these measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and this equity incentive plan.
(III) 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.
Xiamen Wanli Stone Stock Co.Ltd(002785) board of directors April 1, 2022
