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Document No. 2 of the Shareholders’ Meeting – Measures for the Assessment and Management of the Restricted Stock Incentive Plan
| Document No. 2 of the Shareholders’ Meeting – Measures for the Assessment and Management of the Restricted Stock Incentive Plan | |||||||||||||||||||||||||||||
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Document No. 2 of the First Extraordinary General Meeting of Shareholders in 2015
Dalian Refrigeration Co., Ltd.
Management Measures for the Assessment of the Restricted Stock Incentive Plan
To ensure the smooth implementation of the Company’s equity incentive plan, further enhance the corporate governance structure, establish a sound and balanced value distribution system, motivate the Company’s directors, mid- and senior-level management personnel, and core key employees to perform their duties with integrity and diligence, guarantee steady improvement in the Company’s performance, and ensure the achievement of the Company’s development strategy and business objectives, these Measures are hereby formulated in accordance with relevant national regulations and the Company’s actual circumstances.
I. Assessment Objectives
Further refine the company’s corporate governance structure, establish and improve its incentive and restraint mechanisms, ensure the smooth implementation of the equity incentive plan, and maximize the effectiveness of such incentives, thereby safeguarding the achievement of the company’s development strategy and business objectives.
II. Assessment Principles
The assessment and evaluation shall adhere to the principles of impartiality, transparency, and fairness, and shall be conducted strictly in accordance with these Measures and the performance records of the assessed individuals, so as to ensure that the equity incentive plan is closely aligned with the work performance and contributions of the recipients, thereby enhancing management effectiveness and maximizing the interests of the company and all shareholders.
III. Scope of Assessment
All recipients under this equity incentive plan are: the company’s directors, senior management personnel, mid-level management personnel, and other core personnel whom the Board of Directors deems should be incentivized.
IV. Assessment Agency
1. The Compensation and Assessment Committee of the Company’s Board of Directors is responsible for leading and organizing the performance evaluation of the incentive recipients.
2. The Company’s Human Resources Department, Finance Department, and other relevant departments shall, under the guidance of the Board’s Compensation and Assessment Committee, be responsible for conducting the specific performance assessment, maintaining records of the assessment results, and preparing a performance assessment report based on such results for submission to the Board’s Compensation and Assessment Committee.
V. Performance Evaluation Indicators and Standards
1. Company-Level Performance Evaluation
Under the grant portion of this incentive plan, the Company’s financial performance metrics will be assessed annually over the three-year vesting period, and achievement of the specified performance targets will serve as the vesting condition for the eligible recipients.
The annual performance appraisal targets are as follows:
“Net profit” refers to the net profit attributable to owners of the parent company, excluding non-recurring gains and losses. If the performance targets at the company level are not met, the restricted shares corresponding to the incentive recipient for that year shall not be unlocked and will be repurchased and cancelled by the company.
2. Performance Evaluation Requirements at the Individual Level
Subject to meeting the Company’s performance targets, the actual number of restricted shares that an incentive recipient may unlock in a given year shall be determined based on the recipient’s performance evaluation results for the preceding year, in accordance with the Company’s current performance appraisal and management procedures. Only if the recipient receives a “satisfactory” overall performance rating in the prior year may the recipient unlock all or part of the current tranche of restricted shares pursuant to the corresponding appraisal score. If the recipient fails the annual performance assessment for the grant year or for any year within the vesting period, the recipient’s eligibility to receive the award shall be revoked; if the recipient fails the performance assessment during the vesting period, the Company shall repurchase the restricted shares at the purchase price paid by the recipient and subsequently cancel such shares.
3. Application of Individual Performance Evaluation Results
The individual actual vesting amount for the incentive recipient in the current year equals the vesting coefficient multiplied by the individual’s planned vesting amount for the current year.
Any restricted shares that cannot be vested due to an individual’s annual performance review results shall be repurchased and cancelled by the Company.
VI. Assessment Period and Frequency
1. Assessment Period: The fiscal year immediately preceding the year in which the incentive recipient is granted or has the restrictions on restricted shares lifted.
2. Number of Assessments: One assessment per fiscal year during the restricted stock incentive period.
VII. Assessment Procedures
1. The Company’s Human Resources Department shall prepare a performance appraisal report in accordance with the provisions of this Incentive Plan and the relevant assessment procedures. The Compensation and Assessment Committee of the Board of Directors shall, based on the performance appraisal report, determine the eligibility of the incentive recipients for vesting and the number of shares to be vested.
2. Performance appraisal results shall serve as the basis for the vesting of restricted shares.
VIII. Feedback on and Application of Assessment Results
1. The person being evaluated has the right to be informed of their evaluation results, and the Compensation and Evaluation Committee shall notify the person being evaluated of such results within five business days after the completion of the evaluation.
2. If the person being evaluated disputes the evaluation results, such dispute shall be resolved through consultation based on prior and thorough communication. If a satisfactory resolution cannot be reached, the incentive recipient may file an appeal with the Compensation and Performance Evaluation Committee within five business days of receiving the evaluation notice. Upon receipt of the appeal, the Compensation and Performance Evaluation Committee shall respond to the appellant’s request within ten business days and, based on the actual circumstances, review the evaluation results and notify the appellant of the corresponding outcome.
3. Responsibilities of Personnel Involved in Performance Management
(1) If an assessor fails to provide an objective evaluation of the person being assessed, a warning shall be issued; in cases of serious misconduct, the assessor’s qualification shall be revoked.
(2) Heads of each department are responsible for performance appraisals within their respective departments; in the event of any omissions, the relevant responsible person shall be held accountable.
4. Assessment results shall serve as the basis for the vesting of restricted shares: If the Company-level assessment is not met, all restricted shares eligible for vesting held by all incentive recipients for the relevant year shall be forfeited; if the Company-level assessment is met, the vesting quota for each incentive recipient for the current year shall be determined based on the recipient’s individual performance appraisal result for the preceding year.
5. The Compensation and Assessment Committee of the Board of Directors shall, based on the performance appraisal report, determine the eligibility for vesting and the number of shares to be vested for the recipients.
6. Following the completion of the performance evaluation, the Compensation and Assessment Committee of the Board of Directors shall revise the evaluation indicators and results that have been significantly affected by changes in the external environment and other factors.
IX. Archiving of Assessment Results
1. Upon completion of the performance evaluation, the securities regulatory authority shall retain all records related to the performance assessment.
2. To ensure the validity of performance appraisals, appraisal records must not be altered. If re-correction or re-recording is necessary, the individual concerned must sign to approve the change.
3. Performance appraisal results shall be filed and stored as confidential information for a period of three years following the conclusion of the equity incentive plan.
X. Supplementary Provisions
1. This Regulation shall be formulated, interpreted, and amended by the Company’s Board of Directors.
2. These Measures shall come into effect as of the date on which they are approved by the Company’s Shareholders’ Meeting.
Dalian Refrigeration Co., Ltd.
February 12, 2015
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