Administrative measures for the implementation and assessment of restricted stock incentive plan in 2021
Shanghai Nenghui Technology Co.Ltd(301046)
Management measures for the implementation and assessment of restricted stock incentive plan in 2021
Shanghai Nenghui Technology Co.Ltd(301046) (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 directors, senior managers and key personnel, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively 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 restricted stock incentive plan (Draft) for Shanghai Nenghui Technology Co.Ltd(301046) 2021 (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, the measures are hereby formulated 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 and other relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company. 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, so as to 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;
（2） The assessment indicators shall be combined with the company’s medium and long-term development strategy and annual business objectives; and with the work performance, work ability and work attitude of the incentive objects.
Article 3 scope of assessment
The measures are applicable to all incentive objects determined in the incentive plan. The granting objects include directors, senior managers and key personnel of the company (including subsidiaries), excluding independent directors, supervisors, foreign employees, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children.
Administrative measures for the implementation and assessment of restricted stock incentive plan in 2021
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors 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 is responsible for the organization and implementation of this equity incentive;
（2） The human resources department of the company shall form an assessment team to take charge of the specific assessment work, and the human resources department shall be responsible for reporting to the salary and assessment committee;
（3） The human resources department, finance department and other relevant departments of the company 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 internal audit department of the company;
（4） 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 released from the restriction / ownership will be jointly determined according to the assessment results of the company and the incentive object.
(i) Performance assessment requirements at the company level:
In the incentive plan, the performance indicators of the company will be assessed annually in the fiscal year from 2022 to 2024, so as to achieve the performance assessment goal as one of the conditions for the release of sales restriction / ownership of the incentive object in the current year. The performance assessment objectives are shown in the table below:
Release of sales restriction / ownership arrangement performance assessment objectives
Taking the net profit of 2021 as the base, the net profit in 2022 will increase by the first lifting of restrictions on sales / attribution period, with a rate of no less than 25%
The first grant / reserved grant is based on the net profit in 2021, and the second release / vesting period of restricted shares with increased net profit in 2023 shall not be less than 50%
Taking the net profit of 2021 as the base, the net profit in 2024 will increase by the third period of lifting the restrictions on sales / attribution, with a rate of no less than 80%
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, but excluding the impact of share based payment expenses of this and other equity incentive plans or employee stock ownership plans as the calculation basis.
If the company’s current performance level fails to meet the performance assessment target conditions during each release period, all incentive objects shall not release the restricted shares of class I that can be released in the corresponding assessment year, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the people’s Bank of China in the same period. If the current performance level of the company fails to meet the performance assessment target conditions within each attribution period, the incentive object has been granted but has not been assigned the second category according to the plan
Administrative measures for the implementation and assessment of restricted stock incentive plan in 2021
The ownership of restricted shares shall be cancelled and invalidated.
（2） Performance appraisal requirements at the individual level of incentive objects:
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The company shall confirm the proportion of the incentive object to be released from the restriction / ownership according to the assessment results of the year before the release of the restriction / ownership. At that time, the actual number of shares of the incentive object to be released from the restriction / ownership shall be determined according to the following individual assessment results (a) the proportion of the individual level to be released from the restriction / ownership (b):
Personal assessment result (a) 80 and above, 60-79 and 59 and below
Proportion of lifting sales restrictions / ownership at the individual level (b) 100% a% 0%
On the premise of the achievement of the company’s performance objectives, the incentive objects shall lift the restrictions on the sale of class I restricted shares according to the actual amount of restrictions that can be lifted in the current year, and the class I restricted shares that cannot be lifted in the assessment year shall be repurchased and cancelled by the company according to the grant price. The part of the second type of restricted stock that the incentive object plans to belong to in the current period that cannot be attributed due to assessment reasons shall be invalid and shall not be deferred to the next year.
Article 6 assessment procedures
Under the guidance of the remuneration and appraisal committee, the human resources department of the company is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits it to the remuneration and appraisal committee. The board of directors of the company is responsible for reviewing the appraisal results.
Article 7 assessment period and times
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, and the performance assessment at the company level and individual level is assessed once a 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. 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 human resources department for settlement. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee, which will review and determine the final assessment result or grade within 10 working days.
3. The assessment results shall be used as the basis for lifting the restriction / ownership of restricted shares.
Administrative measures for the implementation and assessment of restricted stock incentive plan in 2021
（2） Filing of assessment records
1. After the assessment, the human resources department shall keep all assessment records of performance assessment. The assessment results shall be kept as confidential information.
2. In order to ensure the effectiveness of the performance record, no alteration is allowed on the performance record. If it is to be modified or re recorded, it must be signed by the party concerned.
3. The retention period of performance appraisal records is 5 years. The remuneration and assessment committee has the right to destroy the documents and records beyond the retention period.
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.
（2） 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 are no explicit provisions in these measures, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan Incentive plan implementation.
（3） The measures shall be implemented from the date of deliberation and adoption by the general meeting of shareholders and after the equity incentive plan comes into force.
Shanghai Nenghui Technology Co.Ltd(301046) board of directors December 15, 2021
