Guangzhou Pearl River Piano Group Co.Ltd(002678)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to ensure the smooth implementation of Guangzhou Pearl River Piano Group Co.Ltd(002678) (hereinafter referred to as the “company”) restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”), ensure that the granting and lifting of restrictions meet the actual management needs of the company, form a good and balanced value distribution system, and ensure the fairness and effectiveness of the incentive plan, according to relevant national regulations and the actual situation of the company, The administrative measures for the implementation and assessment of the restricted stock incentive plan in 2022 (hereinafter referred to as the “measures”) are hereby formulated.
1、 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 restricted stock 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.
2、 Assessment scope
The assessment scope of the measures is the incentive objects determined in the incentive plan, including senior managers of the company, other managers who have a direct impact on the company’s business performance and core technology (business) backbone.
3、 Assessment organization
The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment.
4、 Assessment system
The performance evaluation of various incentive objects shall be carried out according to the specific provisions of the company’s corresponding assessment methods.
5、 Assessment system
(I) company level performance assessment
1. Performance evaluation conditions for lifting sales restrictions
The performance evaluation objectives for the release of restricted shares granted for the first time and reserved in the incentive plan are shown in the table below:
Performance evaluation conditions for lifting the sales restriction period
1. Based on the operating income in 2020, the growth rate of operating income in 2022 will not be less than 17.30%, the first and not lower than the average level of the same industry;
2. The return on net assets in 2022 shall not be lower than 4.64% and not lower than the average level of the same industry; 3. The proportion of cash dividends in 2022 shall not be less than 30%;
4. In 2022, the proportion of R & D investment in operating revenue of the company shall not be less than 4.8%.
1. Based on the operating income in 2020, the growth rate of operating income in 2023 will not be less than 25.97%, the second and not lower than the average level of the same industry;
2. The return on net assets in 2023 shall not be lower than 4.84% and not lower than the average level of the same industry; 3. The proportion of cash dividends in 2023 shall not be less than 30%;
4. In 2023, the proportion of R & D investment in operating revenue of the company shall not be less than 4.8%.
1. Based on the operating income in 2020, the growth rate of operating income in 2024 will not be less than 36.05%, the third and not lower than the average level of the same industry;
2. The return on net assets in 2024 shall not be less than 5.03% and not lower than the average level of the same industry; 3. The proportion of cash dividends in 2024 shall not be less than 30%;
4. In 2024, the proportion of R & D investment in operating revenue of the company shall not be less than 4.8%.
Note: (1) the return on net assets in the above performance assessment objectives of lifting the restrictions on sales is the weighted average return on net assets after deducting non recurring profits and losses.
(2) During the effective period of the plan, if the company issues shares or issues shares to acquire assets due to financing in that year, the newly increased net assets will not be included in the calculation scope of performance assessment.
If the company’s performance evaluation target of restricted shares in a certain period of lifting the restriction is not achieved, all restricted shares of incentive objects in the current period cannot be lifted and the company shall repurchase and cancel them.
2. Selection of the same industry
According to the industry classification standard of China Securities Regulatory Commission, the company belongs to the “culture and education, industrial beauty, sports and entertainment products manufacturing industry” (excluding st enterprises) under the category of “manufacturing industry”. The average performance of the above “same industry” is the average performance of all A-share listed companies in the industry.
During the validity period of the incentive plan, if the relevant institutions adjust the industry classification of the company or adjust the constituent shares of the same industry, the latest updated industry classification data at that time shall be used in the annual assessment of the company.
(II) individual performance appraisal of incentive objects
The individual assessment of incentive objects shall be implemented in accordance with the company’s restricted stock incentive plan in 2022
The assessment management measures shall be conducted annually, and the assessment shall be determined according to the individual performance assessment indicators
In principle, the performance evaluation results are divided into five grades: excellent, good, competent, basically competent and incompetent. At that time, the actual number of shares of the incentive object to be released from the restriction will be determined according to the corresponding individual level release proportion in the following assessment and rating table:
The evaluation results are excellent, good, competent and basically incompetent
Lifting the sales restriction coefficient 1.0 0.8 0
On the premise of completing the company’s performance assessment, the actual number of shares that can be lifted by the incentive object in each year = the number of shares that can be lifted by the individual plan in that year × The sales restriction lifting coefficient corresponding to the individual performance appraisal results.
Restricted shares that cannot be lifted in the current period due to the performance evaluation results at the individual level shall not be deferred to the lifting of the restrictions in the next period, and shall be repurchased and cancelled by the company.
6、 Assessment period and times
(I) assessment period
The assessment years of the restricted stock incentive plan granted for the first time and reserved are 2022, 2023 and 2024 respectively.
(II) assessment times
During the period of the restricted stock incentive plan, the assessment year for the lifting of the restriction on sales shall be once a year.
7、 Assessment procedure
The company organizes the personnel department to be responsible for the specific assessment work under the guidance of the remuneration and assessment committee under 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 under the board of directors.
8、 Assessment result management
(I) 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 organization and personnel department for settlement within five working days after receiving the notice. 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.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data.
9、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures.
(II) these measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the restrictive stock incentive plan comes into force.
Guangzhou Pearl River Piano Group Co.Ltd(002678) board of directors January 27, 2022
