Beijing Hezong Science&Technology Co.Ltd(300477)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain the core backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and combine the interests of shareholders, the company and the core team, Enable all parties to pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the company has formulated the Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (draft) (hereinafter referred to as “the equity incentive plan” or “the incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan of the company, in accordance with relevant laws and administrative regulations such as 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 guidelines for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling In accordance with the relevant provisions of the normative documents and the articles of association, and in combination with the actual situation of the company, the administrative measures for the implementation and assessment of Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (hereinafter referred to as the “measures”) is hereby formulated.
Article 1 assessment purpose
The purpose of formulating these measures is to strengthen the planning of the implementation of the company’s equity incentive plan, quantify the specific objectives set by the company’s equity incentive plan, promote the scientific, standardized and institutionalized assessment management of incentive objects, and ensure the realization of various performance indicators of the company’s equity incentive plan; At the same time, guide the incentive object to improve work performance, improve work ability, objectively and fairly evaluate the performance and contribution of employees, and provide objective and comprehensive evaluation basis for the implementation of this incentive plan.
Article 2 assessment principle
(I) adhere to the principles of fairness, impartiality and openness, and evaluate the incentive objects in strict accordance with these measures;
(II) combination of assessment indicators with the company’s medium and long-term development strategy and annual business objectives; Combine with the work performance, work ability and work attitude of the incentive object.
Article 3 scope of assessment
These measures are applicable to all incentive objects determined in the incentive plan, including the management personnel of the company and its subsidiaries, the backbone of core business (Technology) and other personnel deemed necessary by the board of directors, excluding the independent directors and supervisors of the company. All incentive objects must sign labor contracts or employment contracts with the company or subsidiaries within the assessment period of the incentive plan.
Article 4 assessment organization and executive organization
(I) the remuneration and assessment committee of the board of directors (hereinafter referred to as the “Remuneration Committee”) is responsible for leading and reviewing the organization and implementation of this equity incentive;
(II) the company’s securities affairs department and human resources center are responsible for specific assessment, and the company’s human resources center is responsible for reporting to the Remuneration Committee;
(III) relevant departments of the company’s human resources center and financial center are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data, which is supervised by the company’s internal audit department;
(IV) the board of directors of the company is responsible for reviewing the assessment results.
Article 5 performance appraisal indicators and standards
Whether the rights and interests granted to the incentive object can be attributed will be jointly determined according to the assessment results of the company and the incentive object.
Performance assessment requirements at the company level:
The appraisal year of the restricted shares granted in the incentive plan is three fiscal years from 2022 to 2024. The performance indicators of the company are evaluated annually to meet the performance appraisal objectives as one of the ownership conditions of the incentive object in the current year.
The vesting assessment year of class II restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year. If the second type of restricted shares reserved for grant in the incentive plan are granted before the disclosure of the third quarterly report in 2022, the assessment year of the restricted shares reserved for grant is three fiscal years from 2022 to 2024, and the assessment is once in each fiscal year; If the second type of restricted shares reserved for grant in the incentive plan are granted after the disclosure of the third quarterly report in 2022, the assessment year of the restricted shares reserved for grant is two fiscal years from 2023 to 2024, and one assessment is conducted in each fiscal year.
The annual performance assessment objectives of class II restricted shares granted for the first time in the incentive plan are shown in the table below:
Assign the company’s performance assessment objectives
In the first vesting period, the value of operating income in 2022 shall not be less than 2.8 billion yuan
The second vesting period of restricted shares granted for the first time shall be 20222023, and the cumulative operating income value shall not be less than 6.45 billion yuan
In the third vesting period from 2022 to 2024, the cumulative operating income value shall not be less than 11.2 billion yuan
Note: 1. The above “operating income” is calculated based on the data contained in the consolidated statements audited by an accounting firm with securities and futures qualification hired by the company;
2. The performance objectives involved in the above restricted stock ownership conditions do not constitute the company’s performance commitment to investors.
If the reserved part is granted before the disclosure of the third quarterly report in 2022, the performance assessment objectives of the reserved part are consistent with those of the first grant; If the reserved part is granted after the disclosure of the third quarterly report in 2022, the assessment year of the restricted shares reserved for grant is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Assign the company’s performance assessment objectives
In the first vesting period from 2022 to 2023, the accumulated operating income value shall not be less than 6.45 billion yuan
Restricted shares reserved for grant
In the second vesting period from 2022 to 2024, the cumulative operating income value shall not be less than 11.2 billion yuan
Note: 1. The above “operating income” is calculated based on the data contained in the consolidated statements audited by an accounting firm with securities and futures qualification hired by the company;
2. The performance objectives involved in the above restricted stock ownership conditions do not constitute the company’s performance commitment to investors.
During the vesting period, the company shall handle the registration of stock vesting for the incentive objects that meet the vesting conditions. If the current performance level of the company fails to meet the performance assessment target conditions in each attribution period, all the restricted stocks that can be attributed to all incentive objects in the corresponding assessment year will be cancelled and invalidated.
(II) performance appraisal requirements at the individual level of incentive objects:
According to the assessment methods formulated by the company, the individual performance assessment results are divided into four grades: A, B, C and D. the corresponding assessment results are as follows:
Assessment grade A B C D
Personal attribution coefficient 100% 90% 80% 0
If the annual performance assessment at the company level meets the standard, the actual ownership amount of the incentive object in the current year = the ownership proportion at the individual level × The amount of personal plan in the current year.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, the restricted shares that cannot be attributed will become invalid and cannot be deferred to the next year.
Article 6 assessment procedure
Under the guidance of the Remuneration Committee, the human resources center of the company is responsible for the specific assessment work, save the assessment results, form a performance assessment report on this basis and submit it to the Remuneration Committee. The board of directors of the company is responsible for the review of the assessment results.
Article 7 assessment period and times
1. Assessment period
The fiscal year before the incentive object applies for ownership of restricted shares.
2. Assessment times
The vesting assessment year of class II restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year. If the second type of restricted shares reserved for grant in the incentive plan are granted before the disclosure of the third quarterly report in 2022, the assessment year of the restricted shares reserved for grant is three fiscal years from 2022 to 2024, and the assessment is once in each fiscal year; If the second type of restricted shares reserved for grant in the incentive plan are granted after the disclosure of the third quarterly report in 2022, the assessment year of the restricted shares reserved for grant is two fiscal years from 2023 to 2024, and one assessment is conducted in each fiscal year.
Article 8 management of assessment results
(I) feedback and application of assessment results
1. The appraisee has the right to know his own appraisal results, and the employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
2. If the appraisee has any objection to his / her appraisal results, he / she can communicate with the HR Center for settlement. If it cannot be solved through communication, the assessed object can appeal to the Remuneration Committee within 5 working days after receiving the notice of the assessment results, and the Remuneration Committee shall review and determine the final assessment results or grades within 10 working days.
3. The assessment results shall be used as the basis for the ownership of restricted stocks.
(II) filing of assessment records
1. After the appraisal, the HR Center shall keep all appraisal records of performance appraisal.
2. In order to ensure the effectiveness of the performance appraisal records, no alteration is allowed on the performance appraisal records. If they need to be modified or recorded again, they must be signed by the parties concerned.
3. The performance appraisal results shall be archived and kept as confidential information, and the human resources center shall be responsible for unified destruction three years after the end of the equity incentive plan.
Article 9 supplementary provisions
(I) the measures shall be formulated, interpreted and revised by the board of directors. The board of directors may revise the measures according to the actual implementation of the plan.
(II) if the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan. If there is no explicit provision in these measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and this equity incentive plan.
(III) these Measures shall be implemented from the date of deliberation and approval by the general meeting of shareholders and after the equity incentive plan takes effect Beijing Hezong Science&Technology Co.Ltd(300477)
Board of directors
March 1, 2022
