Shanxi Meijin Energy Co.Ltd(000723)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shanxi Meijin Energy Co.Ltd(000723) (hereinafter referred to as “the company”) 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 managers and business backbone, 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 restricted stock incentive plan in 2022 (hereinafter referred to as “equity incentive plan” or “restricted stock 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 company’s restricted stock 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 a large 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 restricted stock incentive plan, that is, some directors, senior managers, middle managers Backbone of core business (Technology) and personnel in key positions (excluding independent directors, supervisors, shareholders individually or jointly holding more than 5% of the company’s shares, actual controllers and their spouses, parents and children).
4、 Assessment organization
The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment, and assessing the incentive objects of the company’s incentive plan.
5、 Performance evaluation indicators and standards
(I) performance assessment requirements at the company level
1. Performance evaluation requirements for restricted shares granted
In the fiscal year from 2022 to 2023, performance assessment will be conducted annually to meet the assessment target of the company’s net profit growth rate as one of the conditions for the release of restricted shares obtained by incentive objects.
The performance assessment objectives of each year after the lifting of sales restrictions are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first period of lifting the restrictions on sales is based on the three-year average net profit from 2019 to 2021, and the growth rate of the company’s net profit in 2022
Not less than 5%
In the second release period, the average net profit of the three years from 2019 to 2021 is taken as the base, and the growth rate of the company’s net profit in 2023
Not less than 10%
Note: the above net profit assessment indicators are based on the audited net profit attributable to the shareholders of the listed company, excluding the impact of the implementation of the equity incentive plan and the subject matter of future major asset restructuring. If the net profit recognition and measurement methods change due to changes in relevant laws and regulations, the base for 2019-2021 shall be adjusted accordingly.
(II) individual performance appraisal requirements
The individual level assessment of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and assessment, as follows:
The performance evaluation results of incentive objects are divided into four grades: excellent (a), good (b), qualified (c) and unqualified (d). The evaluation form is applicable to the evaluation objects. At that time, the exercise proportion of incentive objects will be determined according to the following table:
Evaluation result (s) s ≥ 90 > s ≥ 80 > s ≥ 70 s < 70
Evaluation criteria excellent (a) good (b) qualified (c) unqualified (d)
If the individual performance appraisal of the incentive object in the previous year is rated as excellent, good and qualified, the individual performance appraisal of the incentive object in the previous year is “up to standard”, and the incentive object can lift the sales restriction according to the proportion specified in the incentive plan; If the individual performance appraisal result of the incentive object in the previous year is unqualified, the individual performance appraisal of the incentive object in the previous year is “unqualified”, and the company will repurchase and cancel the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan. The repurchase price is the grant price plus the deposit interest of the bank in the same period.
6、 Assessment period and times
1. Assessment period: the fiscal year before the incentive object applies to unlock restricted stocks.
2. Assessment times: the assessment shall be conducted once a year during the period of the restricted stock incentive plan.
7、 Unlock
1. The remuneration and appraisal committee of the board of directors shall determine the unlocking qualification and quantity of incentive objects according to the performance appraisal report.
2. The results of performance appraisal shall be taken as one of the basis for unlocking restricted stocks.
8、 Assessment procedure
Under the guidance of the board of directors, the general management 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 remuneration and assessment committee of the board of directors.
The board of directors determines the unlocking qualification and quantity of incentive objects according to the assessment report.
9、 Assessment result management
(I) feedback and appeal of assessment results
1. The examinee has the right to know his own assessment results, and the salary and assessment committee shall notify the examinee of the assessment results within five working days after the end of the assessment;
2. If the examinee has any objection to the assessment results, he can appeal to the remuneration and assessment committee of the board of directors within five working days after receiving the assessment notice. The remuneration and assessment committee can review the assessment results according to the actual situation and revise the assessment results according to the review results;
3. The assessment results shall be used as one of the basis for unlocking restricted stocks.
(II) filing of assessment results
1. After the assessment, the securities department shall keep all assessment records of performance assessment.
2. 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 the assessment recorder.
3. The performance appraisal results shall be archived and kept as confidential information, and the securities department shall be responsible for unified destruction five years after the end of this incentive plan.
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.
Shanxi Meijin Energy Co.Ltd(000723) board of directors January 21, 2022
