Yunnan Energy New Material Co.Ltd(002812)
2022 stock option and restricted stock incentive plan
Implementation of assessment management measures
Yunnan Energy New Material Co.Ltd(002812) (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 senior managers, middle managers and core technology and business backbone, and make them work more honestly and diligently, so as to ensure the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, the company plans to implement the 2022 stock option and restricted stock incentive plan (hereinafter referred to as the “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, as well as the articles of association and the relevant provisions of the company’s equity 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 equity incentive plan, including qualified senior managers, middle managers and core technology and business backbones who worked in the company when the company announced the incentive plan.
4、 Assessment organization
The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment. Under the guidance of the remuneration and assessment committee, the company and its subsidiaries are responsible for assessing the company’s senior managers, middle managers and core technical and business backbones.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year of exercise / release of restrictions on sales of equity incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once in each fiscal year. The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during exercise / lifting of restrictions
Stock options / restricted stocks are based on the operating income in 2021, and the growth rate of operating income in 2022 shall not be less than 150%; In the first exercise / release period, stock options / restricted stocks take the operating income in 2021 as the base, and the growth rate of operating income in 2023 shall not be less than 180%; In the second exercise / release period, stock options / restricted stocks take the operating income in 2021 as the base, and the growth rate of operating income in 2024 shall not be less than 210%; The third vesting / lifting of restricted sales period
Note: the above financial indicators are subject to the audited and announced financial report of the company in the current year.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be cancelled by the company; All restricted shares of incentive objects that are planned to be released in the current year shall not be released from the restriction, and shall be repurchased and cancelled by the company. The repurchase price is the sum of the grant price and the deposit interest of the bank in the same period.
(II) performance appraisal requirements at individual level
Under the guidance of the salary assessment committee, according to the measures and the assessment methods for all kinds of incentive objects issued by the company, the company and its subsidiaries will assess the incentive objects by year, and determine the proportion of exercise / release of restrictions according to the assessment results. The actual amount of exercise / release of restrictions of incentive objects in the current year = the proportion of exercise / release of restrictions at the individual level × The individual plans to exercise / lift the sales restriction limit in the current year.
The performance evaluation results of incentive objects are divided into five grades: A, B, C, D and e. the evaluation form is applicable to the evaluation objects. At that time, the proportion of incentive objects exercising rights / lifting restrictions will be determined according to the following table:
Evaluation results a b c d e
Exercise / release of restrictions 100% 90% 80% 75% 0%
If the individual performance appraisal of the incentive object in the previous year is rated as a, B, C and D, the individual performance appraisal of the incentive object in the previous year is “up to standard”, the incentive object can exercise the right / lift the restriction according to the proportion specified in the equity incentive plan, and the part not exercised / lifted the restriction in the current period shall be cancelled / repurchased by the company; If the individual performance appraisal result of the incentive object in the previous year is e, the individual performance appraisal of the incentive object in the previous year is “not up to standard”, and the company will cancel the current exercise / release of the restricted sale amount of the incentive object in accordance with the provisions of the equity incentive plan, the stock options that have not been exercised in the current period will be cancelled by the company, and the restricted shares that have not been released in the current period will be repurchased and cancelled by the company, The repurchase price is the sum of the grant price and the deposit interest of the bank in the same period.
6、 Assessment period and times
(I) assessment period
The fiscal year before the incentive object applies for the exercise of stock options / the lifting of restrictions on the sale of restricted shares.
(II) assessment times
The assessment year of this equity incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once a year.
7、 Exercise / release of restrictions
(I) the remuneration and appraisal committee of the board of directors shall determine the qualification and quantity of the incentive object to exercise / remove the restriction on sales according to the performance appraisal report.
(II) the performance appraisal results shall be used as the basis for the exercise of stock options / the lifting of restrictions on the sale of restricted shares.
8、 Assessment procedure
The company and its subsidiaries are responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, 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.
9、 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 10 working days after the completion of the appraisal work.
If the appraisee has any objection to his / her assessment results, he / she can appeal to the human resources department within 10 working days after receiving the notification of the assessment results. The human resources department can review the assessment results according to the actual situation and correct the assessment results according to the review results.
The assessment results shall be used as the basis for the exercise of stock options / the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment results
1. After the assessment, the human resources 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 confirmed by the human resources department and signed by the evaluation recorder.
3. The results of performance appraisal shall be archived and kept as confidential information, and the human resources department shall be responsible for unified destruction three years after the end of the 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.
Yunnan Energy New Material Co.Ltd(002812) board of directors January 24, 2002
