Jiangxi Wannianqing Cement Co.Ltd(000789)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
In order to ensure the smooth implementation of the stock option incentive plan of Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as "the company") in 2022, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the company's senior managers and key personnel 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 formulated in accordance with relevant national regulations and 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, promote the incentive objects to work honestly and diligently, ensure the realization of the company's development strategy and business objectives, promote the sustainable development of the company, and ensure the smooth implementation of the company's stock option incentive plan.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with these measures and the performance of the assessment objects, so as to realize the close combination of the stock option 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
These measures are applicable to all incentive objects participating in the company's plan, including senior managers and key personnel of the company.
4、 Assessment organization
The remuneration and assessment committee under the board of directors of the company is responsible for leading and organizing the assessment work and assessing all incentive objects.
5、 Performance evaluation indicators and standards
The exercisable share of the incentive object's stock option in the current year is jointly determined according to the assessment results at the company level and individual level.
(I) performance assessment requirements at the company level
The exercise assessment year of the stock options granted by the incentive plan is three fiscal years from 2023 to 2025, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the exercise period
(1) Based on the operating income in 2021, the growth rate of operating income in 2023 shall not be less than 20%;
The first exercise period (2) the return on net assets in 2023 shall not be lower than the 75th percentile level of the same industry;
(3) The proportion of cash dividends in 2023 shall not be less than 30% of the net profit attributable to the common shareholders of the listed company in the consolidated statements of the current year.
(1) Based on the operating income in 2021, the growth rate of operating income in 2024 shall not be less than 32%;
The second exercise period (2) the return on net assets in 2024 shall not be lower than the 75th percentile level of the same industry;
(3) The proportion of cash dividends in 2024 shall not be less than 30% of the net profit attributable to the common shareholders of the listed company in the consolidated statements of the current year.
(1) Based on the operating income in 2021, the growth rate of operating income in 2025 shall not be less than 45%;
The third exercise period (2) the return on net assets in 2025 is among the top three in the same industry;
(3) The proportion of cash dividends in 2025 shall not be less than 30% of the net profit attributable to the common shareholders of the listed company in the consolidated statements of the current year.
Note: ① the above "operating income" includes main business income and other business income, and the amount is subject to the operating income in the consolidated income statement of the audited annual report.
② The above "return on net assets" refers to the weighted average return on net assets without calculating share based payment expenses.
③ According to the industry classification results of Shenyin Wanguo, all A-share listed companies under the category of "cement" under the category of "building materials" in the same industry are selected. If there is a significant change in the business structure of the same industry sample or a sample extreme value with excessive deviation in performance, Jiangxi Wannianqing Cement Co.Ltd(000789) the board of directors will eliminate or replace the sample during the assessment.
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.
(II) individual level assessment of incentive objects
According to the management measures for the implementation and assessment of 2022 stock option incentive plan formulated by the company, the incentive object can exercise the stock options of the current period in part or in full only if the performance assessment of the previous year meets the conditions. The specific exercise proportion is determined according to the individual performance assessment results of the incentive object.
The evaluation results are excellent (a) good (b) up to standard (c) unqualified (d)
Standard coefficient 1.0 1.0 0.8 0
Individual exercisable limit in the current year = individual planned exercisable limit in the current year × Standard coefficient.
If the incentive object fails to pass the assessment, the company will cancel the stock options granted but not exercised in the corresponding exercise period in accordance with the provisions of the plan.
6、 Assessment period and times
1. Assessment period
The fiscal year prior to the exercise of stock options by the incentive object.
2. Assessment times
The incentive period of stock option is once a year.
7、 Assessment procedure
Under the guidance of the remuneration and appraisal committee under 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 under the board of directors.
8、 Assessment result management
1. Feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results. The working group of the salary and appraisal committee under the board of directors shall notify the appraisee of the appraisal results within five working days after the end of 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 properly solved, the assessed object can appeal to the salary and assessment committee under the board of directors. The salary and assessment committee 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.
9、 Supplementary Provisions
1. The board of directors is responsible for formulating, interpreting and revising these measures.
2. These measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the stock option incentive plan takes effect. Jiangxi Wannianqing Cement Co.Ltd(000789) board of directors
January 25, 2022
