Measures for the implementation of salary management and commission incentive for excess profits of professional managers (revised in 2022)
Chapter I General Provisions
Article 1 in order to further deepen the enterprise reform, improve the endogenous driving force of the reform and development of Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as the “company” and ” Yantai Tayho Advanced Materials Co.Ltd(002254) company”), fully mobilize the enthusiasm and creativity of senior managers, reasonably determine the salary level of professional managers, and promote the sustainable and healthy development of the company, according to the notice on printing and distributing the trial work plan of professional manager system of municipal managed enterprises (yzf [2019] No. 32) These measures are formulated in accordance with the relevant provisions of the pilot opinions on promoting the implementation of medium and long-term incentives for municipal enterprises (YGZ [2020] No. 37). Article 2 These measures are applicable to the senior managers of the company who have a direct or great impact on the business performance and future development of the enterprise and have a high degree of marketization and are included in the management scope of professional managers; The relevant provisions on the Commission of excess profits are also applicable to other backbones except professional managers.
Article 3. The salary shall be raised and lowered according to the principle of “performance and responsibility”, and the salary shall be managed according to the market risk. Chapter II salary structure and level
Article 4 the salary of professional managers consists of four parts: basic annual salary, performance annual salary, employment incentive income and long-term incentive. The special rewards given to professional managers by the company according to the management measures of technological innovation, project management and striving for external funds are not included.
When enjoying the incentive income and long-term incentive during the employment period, professional managers shall promise to continue to serve the company and its holding subsidiaries for at least 5 years (except early retirement, organizational transfer, loss of labor ability and retirement at the legal retirement age), and shall not serve the competitors of the company and its holding subsidiaries in any way under any conditions, and abide by the company’s deferred cash management measures and relevant plans.
Article 5 the basic annual salary refers to the annual basic income of professional managers, which is stipulated in the employment agreement.
Article 6 the annual performance salary refers to the income related to the annual assessment and evaluation results of professional managers, which is determined based on the basic annual salary, according to the annual assessment and evaluation results and combined with the adjustment coefficient of annual performance salary.
Annual performance salary = basic annual salary × Annual assessment and evaluation coefficient × Performance annual salary adjustment coefficient.
Article 7 the maximum annual assessment and evaluation coefficient shall not exceed 2.0.
(1) If the annual assessment result is grade A, the annual assessment coefficient is 1.0-2.0;
(2) If the annual assessment result is grade B, the annual assessment coefficient is 0.6-1.0;
(3) If the annual assessment and evaluation result is grade C, the annual assessment and evaluation coefficient is 0.2-0.6;
(4) If the annual assessment result is D, the annual assessment coefficient is 0.
Article 8 the maximum adjustment coefficient of annual performance salary shall not exceed 1.2.
The adjustment coefficient of annual performance salary shall be determined by the board of directors of the company according to the overall operation of the company and the comprehensive performance of professional managers.
Article 9 the incentive income during the employment period shall be linked to the performance evaluation results during the employment period.
If the total operating profit realized by the company during the employment period is higher than the target total operating profit of each year, the professional manager shall enjoy the incentive income during the employment period; If the total operating profit achieved is lower than the target total operating profit of each year, professional managers will not enjoy the incentive income during the employment period. If a professional manager enjoys the incentive income during the employment period, the calculation method is as follows:
Incentive income during the employment period = total annual salary during the employment period ÷ 3 × Assessment and evaluation coefficient of employment period
(1) If the evaluation result of employment period is grade A, the evaluation coefficient of employment period evaluation is 1; (2) If the evaluation result of employment period is grade B, the evaluation coefficient of employment period evaluation is 0.8; (3) If the evaluation result of employment period is grade C, the evaluation coefficient of employment period evaluation is 0.6; (4) If the evaluation result of employment period is D, the evaluation coefficient of employment period evaluation is 0. Article 10 long term incentives. The company encourages key employees including professional managers by means of excess profit commission and equity incentive.
Commission on excess profits refers to that during the employment period, the part of the total profits achieved by Yantai Tayho Advanced Materials Co.Ltd(002254) company exceeding the target task is taken as the commission base, and the relevant personnel are rewarded with commission according to the Commission proportion and reward range determined in the incentive plan. Among them, 10-40% is used to reward professional managers and 60-90% is used to reward other backbone. The specific distribution proportion is determined by the board of directors. The board of directors may decide to set up a separate award in the Commission of excess profits to reward professional managers who have made outstanding contributions to medium and long-term development.
(1) If the total annual profit exceeds 0-10% of the target value, it shall be withdrawn according to 5% of the excess part;
(2) If the total annual profit exceeds the target value by 10-20%, 10% of the excess part shall be withdrawn;
(3) If the total annual profit exceeds the target value by 20-30%, 15% of the excess part shall be withdrawn;
(4) If the total annual profit exceeds 30% of the target value, it shall be withdrawn according to 20% of the excess part.
The Commission on excess profits shall be accrued annually and deferred for several years after the end of the employment period. The specific scheme shall be determined by the board of directors according to the relevant systems of the company.
The Commission of excess profit is based on the annual basic annual salary of each professional manager during the employment period, and the distribution proportion is weighted according to the evaluation coefficient of the employment period, that is, the distribution proportion of excess profit = annual basic annual salary × Assessment and evaluation coefficient of employment period ÷∑ average annual basic salary × Assessment and evaluation coefficient of employment period
The scope and distribution proportion of other backbones participating in the Commission of excess profits shall be determined by the company’s management.
If the company adopts other long-term incentive methods, it shall be implemented in accordance with the incentive plan adopted by the board of directors (if it needs to be submitted to the general meeting of shareholders for approval, it shall be implemented after being submitted to the general meeting of shareholders for deliberation and approval).
Chapter III salary verification and payment
Article 11 the remuneration of professional managers shall be examined and approved by the board of directors of the company.
Article 12 the basic annual salary of professional managers shall be paid monthly.
Article 13 the annual performance salary of professional managers shall be paid in one lump sum by the board of directors of the company according to the assessment year.
Article 14 the incentive income and excess profit commission during the employment period shall be deferred for several years after the evaluation of the employment period, and the specific scheme shall be determined by the board of directors according to the relevant systems of the company.
Article 15 If a professional manager changes his job (post), the annual performance salary and incentive income during the employment period shall be verified according to the actual number of months of service.
Article 16 if the company’s assets are lost due to dereliction of duty or mistakes during the employment period, part or all of the annual performance salary and incentive income during the employment period shall be deducted or recovered according to the responsibilities undertaken by professional managers and relevant accountability measures. The recourse deduction method is applicable to professional managers who have resigned or retired.
Article 17 the remuneration of professional managers is pre tax income and shall pay individual income tax according to law.
Chapter IV Management and supervision
Article 18 the salary system and salary level of professional managers shall be included in the scope of publicity of the company’s factory affairs and subject to the supervision of employees.
Article 19 If these measures are inconsistent with the latest provincial and municipal policies, they shall be standardized and implemented in accordance with the relevant provincial and municipal policies.
Article 20 these Measures shall come into force as of the date of promulgation.
Yantai Tayho Advanced Materials Co.Ltd(002254) April 7, 2002
