Tianyu Eco-Environment Co.Ltd(603717)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
Tianyu Eco-Environment Co.Ltd(603717) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, stimulate the enthusiasm and creativity of the management team and core employees, ensure the steady improvement of the company’s performance and ensure the realization of the company’s development strategy and business objectives, The company plans to implement the 2022 stock option incentive plan (hereinafter referred to as “the incentive plan”). In order to ensure the smooth implementation of the 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 stock option incentive plan, 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 stock option incentive plan in 2022, and give full play to the role of this 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 shall 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 with the work performance and post 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 incentive plan, including directors, senior managers and middle managers.
4、 Assessment organization
1. The remuneration and assessment committee of the board of directors is responsible for leading and reviewing the assessment of incentive objects.
2. The office of the board of directors, the human resources department and the financial department of the company jointly form an assessment working group to be responsible for the specific implementation of the assessment. The assessment working group is responsible for and reports to the remuneration and assessment committee of the board of directors. 3. The human resources department, financial 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.
4. The board of directors of the company is responsible for the final review of the assessment results.
5、 Assessment indicators and standards
(I) company level performance assessment
In the incentive plan, the performance indicators of the company will be assessed annually in the three fiscal years from 2022 to 2024, so as to achieve the performance assessment goal as one of the exercise conditions of the incentive object in the current year.
The annual performance assessment objectives of stock options granted for the first time are shown in the table below:
Performance assessment objectives during the exercise period
In the first exercise period, the net profit in 2022 shall not be less than 50 million yuan;
Or the operating income in 2022 shall not be less than 800 million yuan;
The cumulative net profit of the second exercise period in 2022 and 2023 shall not be less than 200 million yuan;
Or the accumulated operating income in 2022 and 2023 shall not be less than 2 billion yuan;
The cumulative net profit of the third exercise period in 2022, 2023 and 2024 shall not be less than 450 million yuan;
Or the cumulative operating income in 2022, 2023 and 2024 shall not be less than 3.8 billion yuan;
Note: the above “net profit” index refers to the net profit attributable to the shareholders of the listed company in the audited consolidated statements of the company.
If some reserved stock options are granted before the disclosure of the company’s third quarter report in 2022, the annual performance evaluation objectives of reserved stock options are consistent with those of the first grant; If some reserved stock options are granted after the disclosure of the company’s third quarter report in 2022, the annual performance evaluation objectives of reserved stock options are as follows:
Performance assessment objectives during the exercise period
The cumulative net profit of the first exercise period in 2022 and 2023 shall not be less than 200 million yuan;
Or the accumulated operating income in 2022 and 2023 shall not be less than 2 billion yuan;
The cumulative net profit of the second exercise period in 2022, 2023 and 2024 shall not be less than 450 million yuan;
Or the cumulative operating income in 2022, 2023 and 2024 shall not be less than 3.8 billion yuan;
Note: the above “net profit” index refers to the net profit attributable to the shareholders of the listed company in the audited consolidated statements of the company.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be cancelled by the company.
(II) performance appraisal requirements at individual level
The individual level performance appraisal of the incentive object shall be organized and implemented in accordance with the current relevant provisions of the company, and the number of shares actually exercised shall be determined according to the appraisal results of the incentive object. There are four grades of performance appraisal results at the individual level: excellent, good, qualified and unqualified. At that time, the actual number of exercisable shares of the incentive object shall be determined according to the exercise proportion at the individual level in the following assessment and rating table:
The assessment results are excellent, good, qualified and unqualified
Exercise ratio at individual level 1 0.9 0.6 0
When the performance assessment at the company level reaches the standard, the actual number of exercisable rights of the incentive object in the current year = the exercise proportion at the individual level × The individual’s planned exercise limit of the current year.
The stock options that the incentive object fails to exercise in the current year shall be cancelled by the company.
6、 Assessment period and times
The assessment period for the first grant of stock options in this incentive plan is three fiscal years from 2022 to 2024. If the reserved stock options are granted before the disclosure of the third quarter report of 2022, they will also be assessed in three fiscal years from 2022 to 2024; If the reserved stock options are granted after the disclosure of the third quarter report of 2022, they will be assessed in two fiscal years from 2023 to 2024.
Company level performance appraisal and individual level performance appraisal shall be conducted once a year.
7、 Assessment procedure
(I) under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department of the company shall be responsible for the specific appraisal work, 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
(II) the remuneration and assessment committee of the board of directors shall determine the exercise qualification and quantity of incentive objects according to the assessment report.
8、 Feedback of assessment results
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the salary appraisal committee of the board of directors shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the assessed object has any objection to his / her assessment results, he / she can appeal to the remuneration and assessment committee of the board of directors within 5 working days after receiving the notification of the assessment results. The remuneration and assessment committee of the board of directors can review his / her assessment results according to the actual situation and revise the assessment results according to the review results.
(II) filing of assessment results
1. After the appraisal, the human resources department shall keep all appraisal records of performance appraisal.
2. 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 assessment recorder.
3. The results of performance appraisal shall be filed and kept as confidential information for three years after the end of the stock option incentive plan.
9、 Supplementary Provisions
1. The board of directors is responsible for formulating, interpreting and revising these measures.
2. 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.
3. 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.
Tianyu Eco-Environment Co.Ltd(603717) board of directors April 6, 2022
