Guizhou Chanhen Chemical Corporation(002895)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
(January 2022)
Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company” and “the company”) (Securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) , securities code: 002895) in order to further improve the corporate governance structure, improve the company’s incentive and restraint mechanism, form a good and balanced value distribution system, and fully mobilize the enthusiasm of the company’s directors, senior managers, middle managers and technical (business) backbone, In order to ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives, the company plans to implement the 2022 restricted stock incentive plan (hereinafter referred to as the incentive plan).
In order to ensure the smooth implementation 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, as well as the relevant provisions of the articles of association and the incentive plan, and in combination with the actual situation of the company.
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 equity incentive plan, and give full play to the role of the equity incentive plan 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 equity incentive plan 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
These measures are applicable to all incentive objects participating in the company’s restricted stock incentive plan in 2022, including directors, senior managers, middle managers and technical (business) backbone of the company.
4、 Assessment organization
(I) the board of directors is responsible for leading and reviewing the assessment of incentive objects.
(II) the securities department, human resources department and Finance Department of the company form an assessment working group (hereinafter referred to as “Assessment Working Group”) to be responsible for the specific implementation of assessment. The assessment working group shall be responsible to the board of directors and report relevant work.
(III) the human resources department, finance department and other relevant departments of the company 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 assessment year for the release of restricted shares granted for the first time in the equity incentive plan is two fiscal years from 2022 to 2023, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during restricted sales period
The net profit of the company in the first restricted period of restricted shares granted for the first time in 2022 is ≥ 500 million yuan
In the second restricted sale period of restricted shares granted for the first time, the company’s net profit in 2023 is ≥ 800 million yuan
Note: net profit in the performance appraisal target = audited net profit (excluding non recurring profits and losses) + share based payment expenses increased in the current year due to the implementation of the equity incentive plan.
If the reserved rights and interests are granted in 2022, the annual performance evaluation objectives are consistent with the arrangement of restricted shares granted for the first time; If the reserved rights and interests are granted in 2023, the assessment year for lifting the restriction on sales of the reserved rights and interests is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during restricted sales period
The first restricted sale period of restricted shares with reserved rights and interests is 2023, and the company’s net profit is ≥ 800 million yuan
In the second restricted sale period of restricted shares with reserved rights and interests, the company’s net profit in 2024 is ≥ 1.2 billion yuan
Note: net profit in the performance appraisal target = audited net profit (excluding non recurring profits and losses) + share based payment expenses increased in the current year due to the implementation of the equity incentive plan.
(II) performance appraisal requirements at individual level
The individual level assessment of incentive objects shall be implemented in accordance with the relevant provisions of the company’s current salary and assessment.
Individual level last year’s appraisal result (performance appraisal score s) individual level coefficient (n)
Excellent 100%
Good 80%
Qualified 60%
Unqualified 0
6、 Application of assessment results
(I) if the company fails to meet the performance assessment requirements at the company level in a certain year, 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 interest on fixed deposits in the bank in the same period.
(II) if the annual performance assessment at the company level meets the standard, the incentive object’s individual actual sales restriction amount in the current year = the individual’s planned sales restriction amount in the current year × Individual level coefficient (n).
Restricted shares that cannot be released in the year of assessment of incentive objects shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the interest on time deposits in the bank in the same period.
7、 Assessment period and times
1. Assessment period
The fiscal year before the incentive object applies for lifting the restricted shares.
2. Assessment times
The assessment year of the equity incentive plan granted for the first time is two fiscal years from 2022 to 2023, and the assessment is conducted once a year.
If the reserved rights and interests are granted in 2022, the assessment year is consistent with the arrangement of restricted shares granted for the first time, and the assessment is conducted once a year; If the reserved rights and interests are granted in 2023, the assessment year will be two fiscal years from 2023 to 2024, and the assessment will be conducted once a year.
If the reserved rights and interests are not clearly granted within 12 months after the equity incentive plan is considered and approved by the general meeting of shareholders, the reserved rights and interests will become invalid.
8、 Assessment procedure
Under the guidance of the board of directors, the human resources department of the company shall be responsible for the specific assessment work, save the assessment results, form a performance assessment report on this basis and submit it to the board of directors.
The board of directors shall determine the qualification and quantity of the incentive objects for lifting the sales restriction according to the assessment report.
9、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results. The employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 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 board of directors, and the board of directors shall review and determine the final assessment result or grade within 10 working days.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data.
10、 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, 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.
(II) 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.
Guizhou Chanhen Chemical Corporation(002895) board of directors January 14, 2022
