Securities code: Hunan Yussen Energy Technology Co.Ltd(002986) securities abbreviation: Hunan Yussen Energy Technology Co.Ltd(002986) Announcement No.: 2022048 Hunan Yussen Energy Technology Co.Ltd(002986)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In order to ensure the smooth progress of the equity incentive plan of Hunan Yussen Energy Technology Co.Ltd(002986) (hereinafter referred to as “the company”), further improve the corporate governance structure, form a good and balanced value distribution system, encourage the middle and senior managers and core business and technical backbone of the company to work honestly and diligently, ensure the steady improvement of the company’s performance, and ensure the realization of the company’s development strategy and business objectives, 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, other relevant laws, regulations and normative documents, as well as the provisions of Hunan Yussen Energy Technology Co.Ltd(002986) articles of association, and in combination with the actual situation of the company, the measures for the administration of assessment are hereby formulated.
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 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, fairness and openness, and evaluate in strict accordance with the measures and the work performance of the assessment object, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive object, so as to improve the level of performance management, fully mobilize the enthusiasm and creativity of the incentive object, and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects determined in the equity incentive plan, including but not limited to some directors, senior managers, middle-level managers, core technical (business) personnel and other personnel deemed by the board of directors to need incentive.
4、 Assessment organization
1. The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment, and assessing the directors, senior managers and other incentive objects.
2. The human resources department of the company specifically organizes and coordinates the assessment work, is responsible for organizing the assessment of incentive objects other than directors and senior managers, is responsible for the collection and provision of relevant assessment data together with the finance department and other relevant departments, and is responsible for the authenticity and reliability of the data.
5、 Performance evaluation indicators and standards
(I) conditions for granting restricted shares
Only when the company and the incentive object meet the following conditions at the same time can the company grant restricted shares to the incentive object according to the plan.
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
(II) conditions for lifting the restrictions on the sale of restricted shares
During the period of lifting the restriction, the restricted shares granted to the incentive object can be lifted only when the following conditions are met:
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) It is prohibited to serve as a director or an officer under the provisions of the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
In case of any of the circumstances specified in Article 1 above, all restricted shares granted to incentive objects under this incentive plan but not yet lifted shall be repurchased and cancelled by the company at the grant price; If one of the circumstances specified in Article 2 above occurs to an incentive object, the restricted shares granted to the incentive object but not lifted under the incentive plan shall be repurchased and cancelled by the company at the grant price.
3. Meet the performance assessment requirements at the company level
The appraisal year corresponding to the restricted shares granted for the first time in the incentive plan is 20222024. In the three fiscal years, the appraisal is conducted once in each fiscal year. The performance appraisal objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The net profit of 2022 in the first period of lifting the restrictions on sales increased by no less than 50% compared with 2021
In the second lifting period, the net profit in 2023 increased by no less than 100% compared with that in 2021
In the third lifting period, the net profit in 2024 increased by no less than 150% compared with that in 2021
Note: the above growth rate is calculated based on the net profit attributable to the shareholders of the listed company deducting non recurring profits and losses in the current year.
During the period of lifting the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction.
If the company’s current performance level fails to meet the performance assessment target conditions during each period of lifting the restriction, all restricted shares that can be lifted in the corresponding assessment year of incentive objects shall not be lifted, and the company shall repurchase and cancel them at the grant price.
4. Meet the performance evaluation requirements of the incentive object at the individual level
The individual performance evaluation results of incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and evaluation system. The proportion (n) of individual level sales restriction lifting corresponding to each assessment grade is as follows:
Excellent performance appraisal results (a) good (B +) qualified (b) basically qualified (B -) unqualified (c)
Proportion of lifting restrictions at the personal level (n) 100% 80% 0
The sales restriction can be lifted only if the incentive object meets the above company level performance appraisal objectives and individual post performance appraisal standards in the previous year, and meets the following conditions at the same time.
1. During the working period, there is no direct major liability accident such as safety production and environmental protection or causing large amount of economic losses to the company.
2. Be honest and self disciplined during work, and do not accept bribes or embezzle money.
3. No violation of law and discipline or criminal responsibility is investigated during work.
The specific proportion of lifting the sales restriction shall be determined according to the individual performance appraisal results of the incentive object. 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 × Proportion of sales restrictions lifted at the individual level (n). The incentive object shall lift the sales restriction according to the actual lifting limit of the individual in each assessment year. The restricted shares that cannot be lifted due to the assessment results shall be repurchased and cancelled by the company according to the grant price.
6、 Assessment period and times
1. Assessment period: the fiscal year before the incentive object is granted or the restriction on the sale of restricted shares is lifted.
2. Assessment times: the assessment year of this incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once a year.
7、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department 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. 8、 Assessment result management
1. Feedback of assessment results
The examinee has the right to know his own assessment results, and the remuneration and assessment committee of the board of directors shall notify the examinee of the assessment results within five working days after the end of the assessment.
If the examinee has any objection to the assessment results, he can appeal to the remuneration and assessment committee of the board of directors within five working days after receiving the notification of the assessment results. The remuneration and assessment committee of the board of directors of the company can review the assessment results according to the actual situation and revise the assessment results according to the review results.
3. Filing of assessment results
After the assessment, the human resources department shall keep all assessment records and files of performance assessment, and the assessment results shall be archived and kept as confidential data. In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be revised or re recorded, they must be signed by the parties concerned. The retention period of performance appraisal records is 5 years. The remuneration and assessment committee of the board of directors has the right to destroy the documents and records beyond the retention period.
9、 Supplementary Provisions
1. The measures shall be interpreted, revised and repealed by the board of directors of the company.
2. These Measures shall come into force from the date of deliberation and adoption by the general meeting of shareholders.
Hunan Yussen Energy Technology Co.Ltd(002986) board of directors
April 9, 2022
