Chengdu Dahongli Machinery Co.Ltd(300865)
The management measures for the implementation and assessment of the restricted stock incentive plan in 2022 are to ensure the smooth implementation of Chengdu Dahongli Machinery Co.Ltd(300865) (hereinafter referred to as the “company”) the restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”), form a good and balanced value distribution system, and encourage the management team and key personnel of the company to work honestly and diligently, Ensure the realization of the company’s development strategy and business objectives, Now, 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 incentives of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws and regulations These measures are formulated in accordance with the provisions of normative documents and the articles of association and in combination with the actual situation of the company.
1、 Assessment purpose
Further improve the company’s modern corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, ensure the smooth implementation of the incentive plan, and give full play to the role of equity incentive to the greatest extent, so as to ensure the realization of the company’s long-term development strategy and business objectives.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with the measures and the performance of the assessment object, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive object, so as to improve the level of management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
The measures are applicable to all incentive objects participating in the incentive plan.
4、 Assessment organization
1. The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment of incentive objects. 2. Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department and the Finance Department of the company are responsible for the specific appraisal work, save the appraisal results, form a performance appraisal report on this basis and submit it to the remuneration and appraisal committee of the board of directors.
5、 Performance evaluation indicators and standards
1. Company level performance assessment requirements
The assessment year for the first granting of restricted shares is two fiscal years from 2022 to 2023, one in each fiscal year. The performance assessment objectives of each year are as follows:
Performance assessment objectives in the attribution period
The first vesting period is based on the performance in 2021, and the growth rate of operating revenue in 2022 is no less than 20%.
The second attribution period is based on the performance in 2021, and the growth rate of operating revenue in 2023 is no less than 35%.
Note: the above “operating income” is calculated based on the data of the company’s audited consolidated financial statements.
If the reserved part is granted before the disclosure of the company’s third quarter report in 2022, the performance evaluation of the reserved part is consistent with the first grant; If the reserved part is granted after the disclosure of the company’s third quarter report in 2022, the performance assessment year of the reserved part 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:
Performance assessment objectives in the attribution period
The first vesting period is based on the performance in 2021, and the growth rate of operating revenue in 2023 is no less than 35%.
The second attribution period is based on the performance in 2021, and the growth rate of operating revenue in 2024 is no less than 45%.
Note: the above “operating income” is calculated based on the data of the company’s audited consolidated financial statements.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects planned to be vested in the current year shall not be vested or deferred to the next period, which shall be invalidated by the company.
2. Performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be implemented in accordance with the relevant provisions of the company’s current salary and assessment. At that time, the actual ownership amount of the incentive object in the current year shall be determined according to the corresponding individual level ownership proportion in the following assessment and rating table:
The assessment results are excellent, good, qualified, to be improved and unqualified
Personal ownership ratio 100% 80% 70% 60% 0
If the company level performance assessment meets the standard, the actual ownership amount of the incentive object in the current year = the planned ownership amount of the individual in the current year × Personal ownership ratio.
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 personal performance evaluation, they shall be invalidated by the company and cannot be deferred to the next period.
6、 Assessment period and times
1. Assessment period
The restricted shares of the incentive object belong to the previous fiscal year.
2. Assessment times
The vesting period of restricted shares in this incentive plan is once a year.
7、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department and the Finance Department of the company are responsible for the specific appraisal work, save the appraisal results, form a performance appraisal report on this basis and submit it to the remuneration and appraisal committee of the board of directors.
8、 Feedback of assessment results
The appraisee has the right to know his own appraisal results, and the human resources department shall notify the appraisee of the appraisal results within 5 working days after 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 solved through communication, the assessed object can appeal to the salary and assessment committee, which shall review and determine the final assessment result or grade within 10 working days.
9、 Management of assessment results
1. Correction of assessment indicators and results
After the assessment, the remuneration and assessment committee of the board of directors of the company can revise the assessment indicators and assessment results greatly affected by factors such as changes in the objective environment.
2. Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data. The remuneration and appraisal committee of the board of directors shall keep all appraisal records of performance appraisal for at least five years.
3. In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be revised or re recorded, they must be signed by the parties concerned.
10、 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 incentive plan comes into force.
Chengdu Dahongli Machinery Co.Ltd(300865) board of directors March 3, 2022
