Tangrenshen Group Co.Ltd(002567)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as ” Tangrenshen Group Co.Ltd(002567) “) in order to further establish and improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm and creativity of employees, improve the cohesion and competitiveness of employees, effectively combine the interests of shareholders, the company and the personal interests of incentive objects, and promote the long-term, sustainable and healthy development of the company, It is proposed to implement the company’s 2022 stock option incentive plan (hereinafter referred to as “the incentive plan” and “equity incentive plan”).
In order to ensure the smooth implementation of the incentive plan, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and in combination with the actual situation of the company, The administrative measures for the assessment of the implementation of stock option incentive plan in 2022 (hereinafter referred to as the “assessment measures”) is hereby formulated.
1、 Assessment purpose
In order to further improve the company’s corporate governance structure, improve the company’s incentive mechanism, enhance the sense of responsibility and mission of the company’s management team and core backbone, and ensure the realization of the company’s development strategy and business objectives. Specifically:
1. Further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, improve the company’s salary assessment system, mobilize the enthusiasm of incentive objects, and ensure the steady improvement of the company’s performance;
2. Establish a benefit sharing and risk sharing mechanism between shareholders and management, improve the cohesion of the company’s management team and the company’s competitiveness, and ensure the realization of the company’s future development strategy and business objectives;
3. Fully mobilize the enthusiasm of incentive objects, ensure the steady improvement of the company’s performance, and provide a good incentive platform for stabilizing and attracting excellent talents;
4. Effectively combine the interests of shareholders, the company and the personal interests of incentive objects, so that all parties can pay common attention to the sustainable and healthy development of the company.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of creating value, distributing value, giving priority to efficiency (benefit), fairness, fairness and openness, and conduct objective evaluation in strict accordance with the assessment methods and the performance of the assessment objects, so as to realize the close combination of the stock option incentive plan with the work performance and contribution of the incentive objects, so as to improve the management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
The assessment method is applicable to all incentive objects participating in the company’s incentive plan, including directors, senior managers, middle and senior managers, core or backbone (technical / business) personnel in the company (including subsidiaries and branches). Among the incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors. All incentive objects must have employment or labor relations with the company or its wholly-owned or holding subsidiaries when the company grants stock options and within the assessment period specified in the incentive plan.
4、 Assessment organization
1. The board of directors of the company is responsible for formulating and revising this assessment method, and authorizes the salary and assessment committee to review and make resolutions on the assessment results of incentive objects.
2. The remuneration and assessment committee of the board of directors of the company is responsible for leading, organizing and implementing the assessment of incentive objects;
3. The human resources center and other relevant departments of the company are responsible for collecting and providing relevant assessment data, calculating the assessment scores of incentive objects, summarizing the assessment results, and being responsible for the authenticity and reliability of the company’s data.
5、 Assessment indicators and standards
1. Company level performance assessment requirements
The stock options granted by the incentive plan shall be subject to annual performance assessment and exercise, so as to meet the assessment objectives as the exercise conditions of the incentive object.
(1) The assessment years for the first grant of stock options are three fiscal years from 2022 to 2024. The performance assessment objectives at the company level in each year are as follows:
Performance assessment objectives of the company during the exercise period
First grant
In 2022, the external sales volume of feed ≥ 5.6 million tons; Or the sales volume of live pigs in 2022 is ≥ 2 million. First exercise period
For the first time, the sales volume of feed in 2023 is ≥ 6.2 million tons; Or the second exercise period of cumulative pig sales in 2022-2023 ≥ 5.5 million.
For the first time, the sales volume of feed in 2024 is ≥ 7 million tons; Or the third exercise period of cumulative pig sales in 2022-2024 ≥ 10.5 million.
Note: 1. “Sales volume of feed outside” only refers to external sales volume, excluding sales volume for self use of breeding; 2. The achievement of one of the company’s performance assessment objectives, namely “sales volume outside feed” and “sales volume of live pigs”, means the achievement of the company’s performance assessment requirements; 3. The above performance assessment objectives do not constitute the company’s performance prediction and commitment to any investor.
(2) The assessment years reserved for granting stock options are two fiscal years from 2023 to 2024. The performance assessment objectives at the company level in each year are as follows:
Performance assessment objectives of the company during the exercise period
Reserve to grant the sales volume of feed ≥ 6.2 million tons in 2023; Or the first exercise period of cumulative pig sales in 2022-2023 ≥ 5.5 million.
Reserve and grant the sales volume of feed ≥ 7 million tons in 2024; Or the second exercise period of cumulative pig sales in 2022-2024 ≥ 10.5 million.
Note: 1. “Sales volume of feed outside” only refers to external sales volume, excluding sales volume for self use of breeding; 2. The achievement of one of the company’s performance assessment objectives, namely “sales volume outside feed” and “sales volume of live pigs”, means the achievement of the company’s performance assessment requirements; 3. The above performance assessment objectives do not constitute the company’s performance prediction and commitment to any investor.
When the exercise conditions of stock options are met, the incentive object shall exercise the rights in accordance with the proportion specified in the incentive plan. 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.
2. Performance appraisal requirements at individual level
According to the company assessment management measures formulated by the company, the individual performance assessment of the incentive object shall be implemented in accordance with the relevant system of the company’s performance assessment, and the actual number of shares exercised shall be determined according to the individual performance assessment results of the incentive object.
The assessment results and exercise proportion of incentive objects in the exercise assessment year are as follows:
Individual performance appraisal result (s) s ≥ 85 70 ≤ s < 85 60 ≤ s < 70 s < 60
The exercisable coefficient at the individual level is 100% 90% 80% 0%
3. Application of assessment results
The remuneration and assessment committee of the board of directors of the company will assess the incentive objects annually in accordance with the company’s assessment management measures, and the actual exercise amount will be determined by the assessment results. If the annual performance assessment at the company level meets the standards, the actual exercise amount of the incentive object in the current year = the exercisable coefficient at the individual level × The amount of individual exercisable rights in the current year.
If the stock option of the incentive object that is exercisable in the current period cannot be exercised due to assessment reasons, it shall be invalid and shall not be deferred to the next year, which shall be uniformly arranged and cancelled by the company.
6、 Assessment period and times
1. Assessment period: the fiscal year before the stock option granted to the incentive object can be exercised.
2. Assessment times: the assessment year of stock options granted for the first time in this equity incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once a year; The assessment year reserved for granting stock options is two fiscal years from 2023 to 2024, and the assessment is conducted once a year.
7、 Assessment procedure
1. At the beginning of each assessment year, the human resources center of the company shall determine the annual assessment indicators and key work objectives of the incentive object in the current year according to the work plan as an important basis for the annual assessment.
2. The human resources center of the company is responsible for collecting and providing relevant data at the end of the assessment year, and is responsible for the authenticity and reliability of the data.
3. Under the guidance of the remuneration and assessment committee of the board of directors, the company’s human resources center is responsible for the specific assessment work, calculating the assessment scores of incentive objects and summarizing the assessment results.
4. The human resources center, investment and securities department and other relevant departments of the company shall submit the assessment results of the incentive objects of the incentive plan to the remuneration and assessment committee of the board of directors of the company for deliberation and decision.
5. The human resources center of the company shall feed back the assessment results to each incentive object within 5 working days after the review and approval of the remuneration and assessment committee of the board of directors of the company. If the incentive object has objections to the assessment results, it shall appeal to the human resources center of the company within 3 working days from the date of receiving the assessment results, The human resources center of the company can review the assessment results according to the actual situation. If there are unreasonable factors, it shall put forward suggestions to the remuneration and assessment committee of the board of directors of the company, and the remuneration and assessment committee of the board of directors of the company shall determine the final assessment results. The final assessment results will be filed and saved by the company’s human resources center as an important basis for the implementation of this equity incentive plan.
8、 Assessment result management
1. The assessment results shall be used as the basis for the exercise of stock options.
2. If the performance assessment requirements at the company level are not met, the Stock Option Shares of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be repurchased and cancelled by the company.
3. If the performance assessment requirements at the company level have been met, the actual exercise amount of the incentive object in the current year = the exercisable coefficient at the individual level × The amount of individual exercisable rights in the current year, and the shares that cannot be exercised shall be repurchased and cancelled by the company.
4. After the appraisal, the company’s Human Resources Center shall archive and save all appraisal records of performance appraisal. 5. The performance appraisal results shall be archived and kept as confidential materials, and the human resources center of the company shall be responsible for unified destruction five years after the end of the incentive plan.
6. 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 relevant parties for confirmation.
9、 Supplementary Provisions
1. The board of directors is responsible for the formulation, interpretation and revision of this assessment method. In case of any conflict between this assessment method 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.
2. The assessment method is reviewed and approved by the general meeting of shareholders of the company and implemented after the incentive plan comes into force.
Tangrenshen Group Co.Ltd(002567) board of directors January 9, 2002
