Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the restricted stock incentive plan of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) (hereinafter referred to as “the company”) in 2022, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the main managers and core backbone of the company to work honestly and diligently, ensure the steady improvement of the company’s performance, and ensure the realization of the company’s development strategy and business objectives, These measures are hereby formulated in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as well as the articles of association of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) and the restricted stock incentive plan (Draft) for Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) 2022 (hereinafter referred to as the “incentive plan”). 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 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 in strict accordance with the measures and the performance of the incentive 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 management performance 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.
4、 Division of assessment responsibilities
1. The board of directors of the company is responsible for formulating and revising the measures, and authorizes the remuneration and assessment committee of the board of directors to lead, organize and implement the assessment of incentive objects and supervise the implementation of assessment results.
2. The human resources department, finance department, board office and other relevant departments of the company form a working group under the leadership of the salary and assessment committee to collect and sort out relevant data, calculate the assessment scores of incentive objects, and summarize relevant materials of assessment results. The working group shall be responsible for the authenticity and reliability of relevant data and summary materials.
3. The remuneration and assessment committee of the board of directors of the company shall review and make resolutions on the assessment results of incentive objects.
5、 Performance evaluation indicators and standards
(I) the incentive object can be granted restricted shares only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
① An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
② The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
① Being identified as inappropriate by the stock exchange within the last 12 months;
② It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
④ Those who are not allowed to serve as senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
(II) after the incentive object is granted restricted shares, it is necessary to meet the following conditions at the same time before the restriction can be lifted: 1. The company does not have any of the following circumstances:
① An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
② The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
① Being identified as inappropriate by the stock exchange within the last 12 months;
② It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
④ Those who are not allowed to serve as senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
In case of any of the circumstances specified in “1. The company does not have any of the following circumstances”, the restricted shares granted but not lifted shall be repurchased and cancelled by the company; In case of any of the above “2. The incentive object does not have any of the following circumstances:” under any of the specified circumstances, the restricted shares granted to the incentive object but not lifted according to the incentive plan shall be repurchased and cancelled by the company.
3. Performance evaluation indicators of restricted stocks of the company
In the four fiscal years from 2022 to 2025, the performance evaluation of restricted stocks in the incentive plan will be conducted annually, once in each fiscal year, so as to achieve the performance evaluation goal as one of the conditions for the release of restrictions on sales of incentive objects.
The annual performance appraisal objectives of some restricted shares granted this time are shown in the table below:
Performance conditions for lifting the restriction arrangement
The first lifting of sales restrictions is based on the net profit in 2021, and the net profit growth rate in 2022 is not less than 18%.
The second lifting of sales restrictions is based on the net profit in 2021, and the net profit growth rate in 2023 is not less than 39%.
The third lifting of sales restrictions is based on the net profit in 2021, and the net profit growth rate in 2024 is not less than 64%.
The fourth lifting of sales restrictions is based on the net profit in 2021, and the net profit growth rate in 2025 will not be less than 94%.
The net profit of each year refers to the net profit attributable to the shareholders of the listed company after excluding the impact of share based payment expenses of the incentive plan. If the company’s performance appraisal fails to meet the above conditions, the incentive object shall repurchase and cancel the restricted shares within the corresponding lifting period.
4. Individual performance appraisal objectives of incentive objects
During the implementation of the incentive plan, the company will conduct annual performance appraisal on the incentive objects every year in accordance with the appraisal management measures and relevant regulations, and take meeting the annual performance appraisal objectives as one of the conditions for the lifting of the sales restriction of the incentive objects.
The annual performance evaluation shall be conducted once a year, and the employee performance score and performance grade shall be determined according to the achievement of various evaluation indicators. When the company’s performance appraisal meets the conditions for lifting the restriction, the incentive object can apply for lifting the restriction on all / part of the rights and interests granted during the lifting period in accordance with the relevant provisions of the incentive plan only if the appraisal level of the previous year of the lifting period is above level B (including level B). Otherwise, the corresponding restricted shares will be repurchased and cancelled by the company.
The performance appraisal grade is divided into three grades A, B and C according to the comprehensive appraisal scoring results. The corresponding lifting proportion of sales restriction of each grade is shown in the table below:
Proportion of assessment grade lifting sales restriction
Excellent (a) 100%
Pass (b) 80%
Unqualified (c) 0%
Restricted shares that cannot be released in the year of assessment of incentive objects shall be repurchased and cancelled by the company.
6、 Assessment period and times
1. Assessment period
The fiscal year before the restricted shares of the incentive object are lifted.
2. Assessment times
The restricted shares of the incentive plan shall be released once a year.
7、 Lifting of sales restrictions
1. The remuneration and appraisal committee of the board of directors shall determine the qualification and quantity of the incentive objects to lift the sales restriction according to the performance appraisal report.
2. The performance appraisal results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
8、 Assessment procedure
1. The incentive objects shall set annual performance targets every year, which shall be reported to the remuneration and assessment committee of the board of directors for the record after being reviewed by the corresponding functional departments and the competent deputy general manager.
2. According to the changes of the company’s actual situation and the needs of work, if it is necessary to adjust the assessment indicators formulated at the beginning of the year, it must be filed with the remuneration and assessment committee of the board of directors.
3. Every month, the incentive object shall conduct self-examination on the completion of the work objectives and plans of each period, check the progress and gap of the objectives of each work plan, and put forward the next work plan or improvement measures to ensure the realization of the planned objectives of the whole year. Direct and indirect superiors communicate performance with employees and evaluate and score performance in the evaluation system.
4. From the end of each year to the beginning of the next year, the remuneration and assessment committee of the board of directors shall organize the assessment of incentive objects, mainly by means of self-report, scoring and grading.
The human resources department is responsible for organizing and implementing the specific assessment, uniformly summarizing, checking and analyzing the assessment data, forming performance assessment related documents and submitting them to the remuneration and assessment committee of the board of directors for review.
9、 Assessment result management
1. Feedback and appeal of assessment results
The incentive object has the right to know its own assessment results, and the employee’s direct supervisor shall notify the incentive object of the assessment results within 5 working days after the assessment.
If the incentive object has any objection to his / her assessment results, he / she can communicate with the human resources department for settlement. If it cannot be solved through communication, the incentive object can appeal to the salary and assessment committee, which shall review and determine the final assessment result or grade within 10 working days.
2. Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data.
10、 Supplementary Provisions
1. These Measures shall be formulated, interpreted and revised by the board of directors.
2. 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.
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) board of directors January 17, 2022
