Jiangxi Hungpai New Material Co.Ltd(605366)
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 Jiangxi Hungpai New Material Co.Ltd(605366) (hereinafter referred to as the “company”) in 2022 (hereinafter referred to as the “incentive plan”), form a good and balanced value distribution system, better encourage the middle-level managers and core technical (business) personnel in the company (including branches and holding subsidiaries, the same below) to work honestly and diligently, and ensure the realization of the company’s development strategy and business objectives, These measures are formulated in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, normative documents and the articles of association, 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 equity incentive plan, and give full play to the role of equity incentive 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 the performance of the assessment objects in strict accordance with these measures, so as to realize the close combination of the equity incentive plan and 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.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and organizing the assessment of incentive objects.
(II) the human resources department and other departments of the company are responsible for the specific implementation of the assessment. The human resources department and other departments are responsible for and report to the remuneration and assessment committee of the board of directors.
(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 the examination and approval of these measures and the examination results.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, one in each fiscal year. The annual performance assessment objectives of restricted stocks granted for the first time are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first one will be granted for the first time, with the net profit in 2021 as the base, and the net profit in 2022 will not be less than 250 million yuan; Or based on the annual operating income during the period of lifting the sales restriction in 2021, the operating income in 2022 shall not be less than 1.6 billion yuan;
The second one will be granted for the first time, with the net profit in 2021 as the base, and the net profit in 2023 will not be less than 300 million yuan; Or based on the operating income during the period of lifting the sales restriction in 2021, the operating income in 2023 shall not be less than 2 billion yuan;
The third one will be granted for the first time, with the net profit in 2021 as the base, and the net profit in 2024 will not be less than 400 million yuan; Or based on the operating income during the period of lifting the sales restriction in 2021, the operating income in 2024 will not be less than 2.5 billion yuan.
If the reserved restricted shares are granted in 2022, the performance assessment objectives of each year are consistent with those of the first grant; If the reserved restricted shares are granted in 2023, the performance evaluation objectives of each year are shown in the following table:
Performance assessment objectives during the lifting of sales restrictions
The first reserved grant is based on the net profit in 2021, and the net profit in 2023 is not less than 300 million yuan; Or based on the operating income during the period of lifting the sales restriction in 2021, the operating income in 2023 shall not be less than 2 billion yuan;
The second reserved grant is based on the net profit in 2021, and the net profit in 2024 is not less than 400 million yuan; Or based on the operating income during the period of lifting the sales restriction in 2021, the operating income in 2024 will not be less than 2.5 billion yuan.
Note: the above “net profit” refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in the audited consolidated statements of the company, and is calculated based on the net profit excluding the share based payment expenses arising from the implementation of the equity incentive plan and employee stock ownership plan, the same below.
If the company fails to meet the above performance assessment objectives, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and shall be repurchased and cancelled by the company. The repurchase price is the sum of the grant price and the deposit interest of the bank in the same period.
(II) performance appraisal requirements at individual level
The human resources department of the company is responsible for organizing the scoring of the comprehensive evaluation of the incentive objects in each evaluation year. The remuneration and evaluation committee of the board of directors is responsible for reviewing the implementation process and results of the company’s performance evaluation, and determining the proportion of the incentive objects to lift the sales restriction according to the review results.
The performance evaluation results of incentive objects are divided into three levels: A, B and C. The evaluation form is applicable to the evaluation objects. At that time, the proportion of incentive objects to lift the restriction will be determined according to the following table:
Evaluation grade A B C
B1 B2 B3
Evaluation score s ≥ 90 s ≥ 80 s ≥ 70 s ≥ 60 s 60
Standard coefficient 100% 80% 60% 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 × Individual level standard coefficient.
The restricted shares that cannot be lifted in the current year due to the non-compliance of the individual performance assessment of the incentive object shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the deposit interest of the bank in the same period.
6、 Assessment period and times
(I) assessment period
There are three fiscal years from 2022 to 2024.
(II) assessment times
The three fiscal years from 2022 to 2024 will be assessed once a year.
7、 Assessment procedure
The remuneration and assessment committee of the board of directors of the company shall confirm the completion of the company’s performance assessment indicators according to the company’s performance achieved in the assessment year. The human resources department, financial department and other relevant departments of the company are responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, save the assessment results, form a performance assessment report on this basis and submit it to the remuneration and assessment committee of the board of directors. The remuneration and appraisal committee of the board of directors of the company shall determine the qualification and quantity of incentive objects for lifting the restriction on sales according to the final report of performance appraisal.
8、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the salary and appraisal committee shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
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 remuneration and assessment committee of the board of directors. The remuneration and assessment committee shall review and determine the final assessment results within 10 working days.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the human resources department as confidential information, and the performance assessment records shall be kept for at least five years. The documents and records beyond the retention period shall be uniformly destroyed by the human resources department after being approved by the salary and assessment committee.
9、 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.
Jiangxi Hungpai New Material Co.Ltd(605366)
April 6, 2022
