Markor International Home Furnishings Co.Ltd(600337)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
Markor International Home Furnishings Co.Ltd(600337) (hereinafter referred to as the company) to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm and creativity of the company’s directors, senior managers and core technical (business) personnel, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively The interests of the company and the core team are combined to make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, according to the principle of equal income and contribution, The company plans to implement the 2022 stock option incentive plan (hereinafter referred to as the equity incentive plan, the incentive plan or the stock option incentive plan). In order to ensure the smooth implementation of the company’s stock option incentive plan in 2022 and 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 and other relevant laws, administrative regulations, normative documents, the articles of association and other provisions, and in combination with the actual situation of the company, These measures 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 company’s stock option incentive plan in 2022, 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, openness and fairness, and evaluate in strict accordance with the measures and the performance of the assessment objects, so as to realize the close combination of the stock option incentive plan in 2022 with the work performance and 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
The measures are applicable to all incentive objects participating in the company’s incentive plan, including directors, senior managers and core technical (business) personnel of the company.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment of incentive objects. (II) the human resources department of the company shall take the lead in organizing the specific implementation of the assessment, and relevant departments shall participate in the completion of the assessment. The human resources department is responsible for and reports to the remuneration and assessment committee of the board of directors.
(III) the company’s human resources department, financial department and other relevant departments are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data.
(IV) the board of directors of the company is responsible for reviewing the assessment results.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The incentive plan will assess the company’s performance indicators annually in the fiscal year 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 performance evaluation objectives of stock options granted for the first time in the incentive plan are shown in the table below:
Performance assessment objectives during the exercise period (the company shall meet one of the following two conditions)
The first exercise period is based on the operating revenue in 2020, and the growth of operating revenue in 2022 will not be less than 50%.
Based on the net profit attributable to the parent company in 2020, the net profit attributable to the parent company will increase by no less than 30% in 2022.
The second exercise period is based on the operating revenue in 2020, and the growth of operating revenue in 2023 will not be less than 95%.
Based on the net profit attributable to the parent company in 2020, the net profit attributable to the parent company will increase by no less than 90% in 2023.
The third exercise period is based on the operating revenue in 2020, and the growth of operating revenue in 2024 will not be less than 150%.
Based on the net profit attributable to the parent company in 2020, the net profit attributable to the parent company will increase by no less than 160% in 2024.
Note: the above “net profit attributable to the parent” refers to the audited net profit attributable to the shareholders of the listed company, but excluding the impact of share based payment expenses of this and other equity incentive plans as the calculation basis.
If the reserved stock options are granted in 2022, the performance assessment objectives of each year are consistent with those granted for the first time; If the reserved stock option is granted in 2023, the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the exercise period (the company shall meet one of the following two conditions)
The first exercise period is based on the operating revenue in 2020, and the growth of operating revenue in 2023 will not be less than 95%.
Based on the net profit attributable to the parent company in 2020, the net profit attributable to the parent company will increase by no less than 90% in 2023.
The second exercise period is based on the operating revenue in 2020, and the growth of operating revenue in 2024 will not be less than 150%.
Based on the net profit attributable to the parent company in 2020, the net profit attributable to the parent company will increase by no less than 160% in 2024.
Note: the above “net profit attributable to the parent” refers to the audited net profit attributable to the shareholders of the listed company, but excluding the impact of share based payment expenses of this and other equity incentive plans as the calculation basis.
During the exercise period, the company shall handle the exercise matters for the incentive objects that meet the exercise conditions. If the company’s current performance level fails to meet the performance assessment target conditions in each exercise period, all incentive objects’ stock options corresponding to the exercisable rights in the assessment year shall not be exercised, and the company shall cancel the current exercisable shares of incentive objects’ stock options.
(II) performance appraisal requirements at individual level
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The individual assessment and evaluation results of incentive objects are divided into “qualified” and “unqualified”.
On the premise of achieving the company’s performance objectives, if the individual performance appraisal result of the incentive object in the previous year reaches “qualified”, the incentive object can exercise all the stock options in the corresponding appraisal year; If the individual performance appraisal result of the incentive object in the previous year is “unqualified”, all the stock options exercisable in the current year shall not be exercised. If the incentive object fails to exercise the stock option, it shall be cancelled by the company.
6、 Assessment period and times
The assessment period for the first grant of stock options in the incentive plan is three fiscal years from 2022 to 2024. If the reserved stock options are granted in 2022, the assessment period is the same as that for the first grant, which is 2022-
Three fiscal years in 2024; If the reserved stock option is granted in 2023, it 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 reviews the assessment report of the incentive object.
(III) the board of directors shall determine the exercise qualification and number of incentive objects according to the incentive plan and assessment report. 8、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the human resources department shall notify the appraisee of the appraisal results within 15 working days after the appraisal.
If the appraisee has any objection to his / her appraisal results, he / she can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can appeal to the remuneration and assessment committee of the board of directors. The remuneration and assessment committee of the board of directors can review the assessment results according to the actual situation and correct the assessment results according to the review.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the human resources department as confidential information, and the retention period of performance assessment records shall be at least 5 years after the end of the incentive plan.
9、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures. In case of any conflict between these measures and the laws, regulations and departmental rules issued and implemented in the future, the laws, regulations and departmental rules issued and implemented in the future shall prevail.
(II) the measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the incentive plan takes effect.
Markor International Home Furnishings Co.Ltd(600337) board of directors January 6, 2002
