Shandong Shida Shenghua Chemical Group Company Limite(603026)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
In order to further improve the corporate governance structure, improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, fully mobilize the enthusiasm of the company’s senior managers, middle and senior managers of the company and its subsidiaries and core backbone personnel, and make them work more honestly and diligently, so as 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 stock option incentive plan (hereinafter referred to as “equity 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, the articles of association and the relevant provisions of the company’s stock option 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 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 the performance of the assessment objects in strict accordance with these measures, so as to realize the close combination of the equity incentive plan and 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 2022 stock option incentive plan, including the company’s directors, senior managers, middle and senior managers of the company and its subsidiaries and core backbone. 4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and reviewing 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 human resources department, assets and 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 appraisal of the company
In the fiscal year from 2022 to 2024, the incentive plan will assess the performance indicators of the company by year, 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
In the first exercise period, the operating revenue in 2022 will not be less than 8.9 billion yuan
In the second exercise period, the operating revenue in 2023 will not be less than 12.1 billion yuan
In the third exercise period, the operating revenue in 2024 will not be less than 16.7 billion yuan
Note: the above “operating income” is subject to the audited consolidated statements.
During the validity period of this plan, in view of the situation that may seriously affect the company’s performance in the future, resulting in the incompatibility of the above performance evaluation indicators of the company, if corresponding adjustments are made, they need to be submitted to the general meeting of shareholders for deliberation and approval.
If the reserved stock option is granted in 2022, the performance assessment objectives of each year are the same as those granted for the first time; If the reserved stock option is granted in 2023, the performance assessment objectives of each year are as follows:
Performance assessment objectives during the exercise period
In the first exercise period, the operating revenue in 2023 will not be less than RMB 12.1 billion
In the second exercise period, the operating revenue in 2024 will not be less than 16.7 billion yuan
Note: the above “operating income” is subject to the audited consolidated statements.
During the exercise period, the company shall handle the exercise matters for the incentive objects that meet the exercise conditions. If the current performance level of the company fails to meet the performance assessment target conditions during each exercise period, the stock options of all incentive objects corresponding to the exercisable rights in the current year shall not be exercised, and the company shall cancel the exercisable shares of stock options of incentive objects in the current period.
(II) individual level performance appraisal
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. On the premise of the achievement of the company’s performance objectives, if the individual performance appraisal grade of the incentive object in the previous year is “A / B / C”, the incentive object can exercise according to the exercise proportion specified in the incentive plan.
If the individual performance appraisal grade of the incentive object in the previous year is “d” (unqualified), the company will cancel the current exercise limit of the incentive object in accordance with the provisions of the incentive plan, and the stock option will be cancelled by the company.
Assessment grade A or B C D
Exercise proportion: 100%, 80%, 0%
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 consistent with the first grant, which is three fiscal years from 2022 to 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 is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits 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 5 working days after the appraisal. If the appraisee has any objection to his assessment results, he can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee, which shall review and determine the final assessment result within 10 working days. (II) filing of assessment results
After the assessment, the assessment results shall be archived and kept as confidential data, and the human resources department shall be responsible for unified destruction three years after the end of the 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, 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.
Shandong Shida Shenghua Chemical Group Company Limite(603026) board of directors may 3, 2022
