Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to further improve the corporate governance structure of the company, improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, and fully mobilize the enthusiasm of the company’s directors, senior managers and other members of the leading group, middle managers, core technical (business and management) personnel, members of the leading group and core technical (business and management) personnel of the division / subsidiary, so as to make them work more honestly and diligently, In order to continuously improve the company’s core competitiveness and sustainable development ability and ensure the realization of the company’s development strategy and business objectives, the company plans to implement the first phase of restricted stock incentive plan (hereinafter referred to as “equity incentive plan”).
In order to ensure the smooth progress 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, the articles of association and the relevant provisions of the company’s restricted stock incentive plan, and in combination with the actual situation of the company.
Section I General Provisions
Article 1 in order to further improve the corporate governance structure of the company, establish and improve the long-term incentive and restraint mechanism of the company, promote the directors, senior managers and core employees of the company to work honestly and diligently, achieve the development strategy and business objectives of the company, and promote the sustainable development of the company. Ensure the smooth progress of the equity incentive plan through comprehensive and objective evaluation and assessment.
Article 2 the assessment shall adhere to the principles of openness, impartiality, fairness and objectivity, evaluate the performance of the assessment objects in strict accordance with these measures, and closely combine the equity incentive plan with the work performance of the incentive objects, so as to improve the management performance and maximize the interests of the company and all shareholders.
Section II assessment system
Article 3 the assessment organization is as follows:
1. The remuneration and assessment committee of the board of directors is responsible for leading, organizing and reviewing the assessment work.
2. The general management department, finance department and audit and supervision department of the company form a joint working group, which is responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, including the collection and provision, review and accounting of relevant assessment data.
3. The board of directors of the company is responsible for reviewing the assessment results.
4. The general meeting of shareholders and the board of directors of the company are responsible for the examination and approval of these measures.
Article 4 these measures are applicable to all incentive objects determined in the company’s equity incentive plan.
Section III performance evaluation indicators and standards
Article 5 performance appraisal includes company level performance appraisal and individual level performance appraisal. The restricted shares granted under the plan shall be subject to annual performance appraisal and the restriction shall be lifted, so as to meet the performance appraisal objectives as the conditions for the lifting of the restriction.
(I) performance evaluation indicators at the company level are: net profit growth rate, weighted average return on net assets and annual dividend proportion attributable to shareholders of the parent company after deducting non recurring profits and losses.
Performance conditions and proportion of lifting restrictions on the sale of restricted shares granted for the first time:
The time and proportion of lifting the sales restriction
arrange
1. Based on the average non net profit deducted in the three years from 2019 to 2021,
In 2022, the growth rate of net profit deducted from the above base shall not be less than 35% from the date of completion of the first grant registration, and shall not be lower than the average performance of the same industry; From the first trading day after 24 months to the first settlement 2 and 2022, the return on net assets shall not be less than 12%, and shall not be less than the average performance in the latest restricted sales period within 36 months from the first grant date of the same industry; Ending on the next trading day
3. The proportion of cash dividends in 2022 shall not be lower than that of Listed Companies in the current year: 40%
30% of the profit.
1. Based on the average non net profit deducted in the three years from 2019 to 2021,
The average value of non net profit deducted in 2022 and 2023 shall not be less than 35% higher than the above base since the completion of the first grant registration, and shall not be lower than the average performance of the same industry; From the first trading day after 36 months to the second settlement 2 and 2023, the return on net assets shall not be less than 12%, and shall not be lower than the average performance in the latest sales restriction period within 48 months from the first grant date of the same industry; Ending on the next trading day
3. The proportion of cash dividends in 2023 shall not be lower than the proportion of listed companies that can be distributed and lifted restrictions in that year: 30%
30% of the profit.
1. Based on the average non net profit deducted in the three years from 2019 to 2021,
The average value of net profit deducted in 2022, 2023 and 2024 shall be no less than 40% higher than the growth rate of the above base since the completion of the first grant registration, and no less than the performance from the first trading day to the third settlement 48 months after the average of the same industry; The return on net assets in 2024 shall not be less than 12% and shall not be less than the next trading day in the same industry
Average performance; Proportion of lifting sales restrictions: 30%
3. The proportion of cash dividends in 2024 shall not be lower than that distributable by Listed Companies in that year
Release of sales restriction performance assessment objective release of sales restriction time and proportion arrangement
30% of the profit.
Note 1: for the constituent stocks included by the target enterprise with reference to Shenwan pesticide index (850333. SI), in the process of annual assessment, if the main business in the sample changes significantly or the data is not comparable due to asset restructuring, the relevant sample data will not be included in the statistics; The specific accounting criteria of performance indicators shall be determined by the board of directors authorized by the general meeting of shareholders.
Note 2: the above “deduction of non net profit” = the audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses + the amount of the impact of relevant share based payment expenses of the equity incentive plan on the current net profit.
Note 3: the above “return on net assets” refers to the weighted average return on net assets based on the net profit attributable to the shareholders of the listed company before deducting the share payment expenses; During the validity period of the equity incentive plan, if the company has additional issuance, allotment and other matters leading to changes in net assets, the amount of changes in net assets caused by such matters and the corresponding income generated shall be excluded from the assessment (if the corresponding income cannot be accurately calculated, it can be calculated and determined by multiplying the actual financing amount after deducting the financing cost by the interest rate of national debt in the same period).
Note 4: the unlocking arrangement of reserved shares shall be implemented with reference to the unlocking arrangement of shares granted for the first time.
Only when the company meets the performance assessment objectives of each year, the restricted shares of all incentive objects in the corresponding assessment year can be lifted. 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) individual level performance assessment
According to the assessment management measures formulated by the company, the individual performance assessment results of incentive objects are divided into four levels: excellent, good, qualified and unqualified. During the performance appraisal period, if the incentive object has violations of laws and regulations, major internal violations of discipline, major dereliction of duty, and other matters that seriously damage the company’s reputation, economic interests and public image, the appraisal results of the relevant incentive object in the current year will be determined as “unqualified” at one time.
The individual performance appraisal results of the incentive object in the previous year must be excellent, good or qualified before the restriction can be lifted according to the proportion of lifting the restriction specified in the incentive plan. If the individual performance appraisal result of the incentive object in the previous year is unqualified, the incentive object cannot lift the current sales restriction according to the incentive plan, and this part of restricted shares will be repurchased and cancelled by the company, and the repurchase price is the sum of the grant price and the deposit interest of the bank in the same period.
Article 6 the assessment period is the fiscal year before the incentive object removes the restriction on the sale of restricted shares, that is, from January 1 to December 31 of the previous year.
Article 7 during the period of the equity incentive plan, the assessment shall be conducted once a year.
Section IV assessment implementation steps
Article 8 the joint working group shall take the annual financial report of the company and the annual performance assessment indicators of the incentive objects as the basis for the annual performance assessment of the incentive objects, form specific assessment results, and submit them to the remuneration and assessment committee of the board of directors.
Article 9 the remuneration and appraisal committee of the board of directors shall review and confirm the performance appraisal results of all the assessed objects.
Section V Management of assessment results
Article 10 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.
Article 11 in case of any objection to the assessment results, the assessed may appeal to the remuneration and assessment committee of the board of directors within five working days after receiving the notification of the assessment results, and the remuneration and assessment committee of the board of directors shall organize a joint working group to review the assessment results and determine the final assessment results. All appeal procedures shall be completed within two weeks from the date of filing the appeal.
Article 12 the assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
Article 13 the performance appraisal record shall not be altered. If it needs to be revised or recorded again, it must be signed by the party concerned.
Article 14 after completing the performance appraisal, the comprehensive management department shall keep all performance appraisal records and keep them as confidential information.
Section VI supplementary provisions
Article 15 the board of directors shall be responsible for the formulation and interpretation of the measures. 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.
Article 16 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 Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) April 8, 2002
