Guangzhou Pearl River Piano Group Co.Ltd(002678)
Measures for the administration of restricted stock incentive plan in 2022
1、 General provisions
These measures are formulated to implement the restricted stock incentive plan of Guangzhou Pearl River Piano Group Co.Ltd(002678) (hereinafter referred to as “the company”) in 2022, and clarify the management organization and its responsibilities, implementation process, granting and lifting restriction procedures, handling of special circumstances, information disclosure, financial accounting and tax treatment, supervision and management of the restricted stock incentive plan in 2022.
These measures are 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, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), and the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies Relevant provisions of laws, regulations and normative documents such as the notice on Forwarding the guidelines on the implementation of equity incentive by listed companies controlled by central enterprises (Yue Guo Zi Han [2020] No. 208) issued by the state owned assets supervision and Administration Commission of the State Council, It is formulated in combination with the Guangzhou Pearl River Piano Group Co.Ltd(002678) articles of Association (hereinafter referred to as the “articles of association”) and the company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”, “this incentive plan” and “this plan”), and takes effect after being deliberated and approved by the general meeting of shareholders of the company. Unless otherwise specified, the meanings of terms involved in these measures are the same as those in the incentive plan.
2、 Management organization and its responsibilities
1. Responsibilities of the general meeting of shareholders
1.1 examine and approve the incentive plan and the measures.
1.2 examine and approve the conditions for granting and lifting sales restrictions that the company needs to meet.
1.3 examine and approve the specific implementation plan of the incentive plan (including incentive object, award price, award quantity, etc.).
1.4 approve the change and termination of the incentive plan (the incentive plan reviewed by the general meeting of shareholders). 1.5 authorize the board of directors to handle the specific matters of the implementation of the incentive plan.
1.6 other duties stipulated by relevant laws and regulations, articles of association and incentive plan. 2. Responsibilities of the board of directors
2.1 review the incentive plan and these measures, and submit them to the general meeting of shareholders for voting in accordance with relevant laws and regulations. 2.2 review the implementation of the incentive plan and propose that the general meeting of shareholders terminate the incentive plan (the incentive plan reviewed by the general meeting of shareholders).
2.3 approve the change and termination of the incentive plan (the incentive plan not reviewed by the general meeting of shareholders). 2.4 review the specific implementation plan of the incentive plan in accordance with the incentive plan, the provisions of these measures and the authorization of the general meeting of shareholders.
2.5 other duties specified in the incentive plan, these measures or authorized by the general meeting of shareholders.
3. Responsibilities of the board of supervisors
3.1 be responsible for verifying the list of incentive objects of the incentive plan and explaining the verification at the general meeting of shareholders.
3.2 express opinions on whether the incentive plan is conducive to the sustainable development of the listed company and whether there is any situation that obviously damages the interests of the listed company and all shareholders.
4. Responsibilities of the remuneration and assessment committee of the board of directors
4.1 formulate the specific implementation plan of the incentive plan and submit it to the board of directors for deliberation.
4.2 formulate performance evaluation methods for incentive objects, submit them to the board of directors for deliberation and organize the implementation of performance evaluation.
4.3 lead and organize the subordinate working group to carry out work related to the implementation of the incentive plan. 5. Responsibilities of organization and personnel department
The company’s organization and personnel department is responsible for examining and approving the list of incentive objects other than directors and the company’s management team, their performance objectives, the proportion of sales restrictions lifted and other implementation plans.
6. Responsibilities of the working group
The remuneration and assessment committee of the board of directors sets up a working group, which is composed of relevant personnel from the organization and personnel department, financial management department, securities affairs department and legal affairs department. The responsibilities of the working group are as follows:
6.1 formulate performance evaluation methods for incentive objects, and organize and implement their performance evaluation. 6.2 assist the remuneration and assessment committee of the board of directors in formulating the specific implementation plan of the incentive plan, including the proposal plan for the list of incentive objects, the number of restricted shares granted, etc.
6.3 send a notice to the incentive object, organize the signing of the restricted stock Grant Agreement (hereinafter referred to as the “grant agreement”), supervise the incentive object to perform the obligations specified in the incentive plan, these measures and the grant agreement, and propose to the remuneration and assessment committee of the board of directors the implementation of the restricted stock granted to the incentive object Suggestions on lifting the sales restriction or termination.
6.4 be responsible for the calculation of relevant financial indicators of the incentive plan, the accounting work involved in the implementation of the incentive plan, and the calculation of the amount of restricted shares to be released according to the provisions of the incentive plan. 6.5 put forward opinions on the compliance during the implementation of the incentive plan and the measures, review the incentive plan and the legal documents signed by the company during the formulation and implementation of the measures, and deal with legal problems or legal disputes during the implementation of the incentive plan.
6.6 be responsible for the organization of the board of directors and the general meeting of shareholders and the preparation of proposals during the approval and implementation of the incentive plan and these measures.
6.7 be responsible for the review and filing of incentive plans to Guangzhou SASAC, stock exchange and other supervisory institutions.
6.8 be responsible for registering insiders of inside information, and conduct self-examination on the trading of the company’s shares by insiders and incentive objects within 6 months before the announcement of the incentive plan, and require relevant personnel to issue instructions.
6.9 coordinate the work of law firms and other intermediaries.
3、 Implementation procedure of incentive plan
1. The remuneration and assessment committee of the board of directors is responsible for formulating the incentive plan and submitting it to the board of directors for deliberation.
2. The board of directors deliberated and approved the incentive plan, and the independent directors expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether it damages the interests of the company and all shareholders.
3. The board of directors shall announce the resolution of the board of directors, the incentive plan and its summary, and the opinions of independent directors within 2 trading days after the approval of the incentive plan.
4. The company employs a lawyer to issue a legal opinion on the incentive plan and a financial consultant to issue an independent financial consultant report on the incentive plan (if any).
5. After the announcement of the incentive plan, the company shall organize the personnel department to publicize the name and position of the incentive object within the company through the company’s website or other channels, and the publicity period shall not be less than 10 days; The Securities Affairs Department of the company shall conduct self-examination on the trading of the company’s shares and their derivatives by insiders and incentive objects within 6 months before the announcement of the incentive plan, and explain whether there is insider trading; The board of supervisors of the company shall verify the equity incentive list and disclose the explanation of the board of supervisors on the review and publicity of the incentive list five days before the general meeting of shareholders.
6. Relevant application materials of incentive plan shall be submitted to Guangzhou SASAC for review.
7. After the approval of Guangzhou SASAC, the board of directors of the company proposes to hold a general meeting of shareholders and announce the revised incentive plan and other relevant disclosure documents (if any).
8. Independent directors solicit entrusted voting rights from all shareholders on the incentive plan.
9. When the shareholders’ meeting deliberates the incentive plan, the board of supervisors shall explain the verification of the list of incentive objects at the shareholders’ meeting.
10. Within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders, the company shall convene the board of directors as authorized by the general meeting of shareholders to grant restricted shares to incentive objects, and complete registration, announcement and other related matters. If the above work is not completed within 60 days, the incentive plan shall be terminated, and the restricted shares not granted shall become invalid. The reserved part shall be granted within 12 months after the plan is reviewed and approved by the general meeting of shareholders of the company.
1. After the specific implementation plan is approved by the general meeting of shareholders, if the company meets the granting conditions of the incentive plan, the remuneration and evaluation committee of the board of directors shall organize the performance evaluation of the company’s directors and management team according to the performance evaluation methods and performance objectives, and review the performance evaluation results; Organize the personnel department to organize the performance appraisal of incentive objects other than directors and the company’s management team according to the performance evaluation methods and performance objectives, and review the performance appraisal results.
The remuneration and evaluation committee of the board of directors will formulate the implementation rules for the evaluation of the company’s business team and the performance evaluation criteria for incentive objects other than directors and the company’s business team according to the incentive plan, these measures and the relevant internal performance evaluation system of the company.
2. The company and the incentive object sign the grant agreement to stipulate the rights and obligations of both parties. 3. The company shall prepare an incentive plan management register, which shall record the name of the incentive object, the securities account, the number of restricted shares granted, the grant date, the number of restricted stock grant agreement, etc. 4. The company shall complete the procedures related to the grant, registration and announcement of restricted shares within 60 days after the achievement of the grant conditions. After being confirmed by the stock exchange, the registration and settlement company shall handle the registration and settlement matters.
5、 Lifting of restrictions on the sale of restricted shares
1. The restricted shares granted by the incentive plan shall enter a three-year period for lifting the restriction after two years from the date of completion of the grant registration. The working group shall assist the remuneration and assessment committee to verify the company’s compliance with the conditions for lifting the restrictions on sales temporarily on the day of lifting the restrictions on sales in the three lifting periods. If the conditions for lifting the restrictions on sales specified in the incentive plan are met, the proportion of lifting the restrictions on sales of each incentive object shall be determined according to the performance evaluation results of the incentive object. The remuneration and assessment committee shall formulate a plan for lifting the sales restriction and submit it to the board of directors for approval.
2. The incentive object can apply for the lifting of the restriction in turn within the three lifting periods, and the upper limit is 40%, 30% and 30% of the number of restricted shares granted by the incentive plan. The actual lifting of the restriction shall be linked to the performance evaluation results of the incentive object in the previous year.
3. After the board of Directors approves the plan for lifting the restrictions on sales, the board of directors shall submit an application for lifting the restrictions to the stock exchange.
4. At the end of the incentive plan, the restricted shares that have not been lifted due to the failure to meet the conditions for lifting the restrictions stipulated in the incentive plan shall be repurchased and cancelled by the company.
6、 Handling of special cases
1. In case of any of the following circumstances, the incentive plan shall be terminated immediately:
1.1 the financial accounting report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
1.2 audit report on internal control of financial report in the latest fiscal year issued by certified public accountants with negative opinions or unable to express opinions;
1.3 in the last 36 months after listing, there have been cases of failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments;
1.4 circumstances where equity incentive is prohibited by laws and regulations;
1.5 other circumstances that need to terminate the incentive plan identified by the CSRC.
When the company terminates the plan in the above circumstances, the restricted shares granted to the incentive object under the plan but not lifted shall be repurchased and cancelled by the company at the lower of the grant price and the market price of the shares (the market price of the shares refers to the closing price of the company on the day when the board of Directors considers the repurchase, the same below).
2. In case of any of the following circumstances, the incentive plan shall be implemented normally:
2.1 the control right of the company changes;
2.2 merger and division of the company.
3. If the company fails to meet the performance assessment objectives set in the plan, the restricted shares granted but not lifted corresponding to the incentive object shall be repurchased and cancelled by the company at the lower of the grant price and the market price of the shares.
4. If the company fails to meet the conditions for granting restricted shares or lift the restrictions on sales due to false records, misleading statements or major omissions in the information disclosure documents, the restricted shares that have not been lifted shall be repurchased and cancelled by the company (the repurchase price is the lower of the grant price and the company’s stock market price at the time of repurchase). If the restricted shares granted to the incentive object have been lifted, All incentive objects shall return the granted rights and interests. If the incentive object who is not responsible for the above matters suffers losses due to the return of rights and interests, it can recover from the company or the responsible object in accordance with the relevant arrangements of this incentive plan.
The board of directors shall recover the income of the incentive object in accordance with the provisions of the preceding paragraph and the relevant arrangements of the incentive plan.
5. The personal situation of the incentive object has changed
5.1 within six months from the date of any of the following circumstances, the restricted shares of the incentive object that have reached the time for lifting the restriction and the performance evaluation conditions in the current year can be lifted. The restricted shares that have not reached the time for lifting the restriction and the performance evaluation conditions shall be repurchased and cancelled by the company at the sum of the granted price and the time deposit interest of the people’s Bank of China in the same period:
5.1.1 the incentive object is transferred out of the company due to organizational arrangement and does not work in the company;
5.1.2 the incentive object reaches the legal retirement age and retires normally;
5.1.3 the death of the incentive object (the restriction on sales shall be lifted by its legal successor in accordance with the provisions);
5.1.4 the incentive object loses civil capacity;
5.1.5 the incentive object dissolves or terminates the labor relationship with the company for other objective reasons.
5.2 under any of the following circumstances, the restricted shares that have been released will not be handled, and the restricted shares that have been granted but have not been released will not be released, and the company will repurchase and cancel them at the grant price plus the time deposit interest of the people’s Bank of China in the same period:
5.2.1 serve as supervisor or independent director or other positions that cannot hold restricted shares of the company due to organizational transfer;
5.2.2 when the labor contract expires, the company voluntarily requests not to renew the contract due to the fault of the non incentive object.
5.3 under any of the following circumstances, the restricted shares that have been released will not be handled. The restricted shares that have been granted but have not been released will not be released, and the company will repurchase and cancel them at the lower of the grant price and the market price of the shares:
5.3.1 the incentive object resigns voluntarily;
5.3.2 if the performance appraisal of the incentive object fails to meet the standard or is incompetent for the work, the labor contract is terminated;
5.3.3 when the labor contract expires, the incentive object who is not caused by the company’s fault voluntarily requests not to renew the contract;
5.3.4 the incentive object is dissolved or terminated due to other personal reasons.
5.4 under any of the following circumstances, the restricted shares that have been granted but have not been lifted shall not be lifted, and the company shall repurchase and cancel them at the lower of the grant price and the market price of the shares, and all the benefits obtained from the plan shall be returned to the company:
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