Nanjing Shenghang Shipping Co.Ltd(001205)
Management measures for the implementation and assessment of restricted stock incentive plan in 2021
To guarantee Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as “the company” or ” Nanjing Shenghang Shipping Co.Ltd(001205) “) ）The smooth implementation of the restricted stock incentive plan in 2021 will further establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s directors, senior managers, middle managers and core business personnel, and effectively combine the interests of shareholders, the company and the personal interests of the core team, To make all parties concerned about the long-term development of the company, 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 Nanjing Shenghang Shipping Co.Ltd(001205) 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.
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.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, notarization and openness, and evaluate the incentive objects in strict accordance with these measures and the performance of the incentive 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 overall performance of the company and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects participating in the company’s restricted stock incentive plan, including directors, senior managers, middle managers and core business personnel of the company (including subsidiaries), excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
4、 Assessment organization and executive organization
1. The remuneration and assessment committee of the board of directors of the company is responsible for the organization and implementation of this equity incentive; 2. The company’s human resources department, financial assets department and the Secretary Office of the board of directors form an assessment team to be responsible for the specific implementation of the assessment and reporting to the remuneration and assessment committee;
3. The human resources department, financial assets 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;
4. The board of directors of the company is responsible for reviewing the assessment results.
5、 Performance evaluation indicators and standards
(i) Company level performance appraisal
In the incentive plan, the company’s performance indicators will be assessed annually in the fiscal year from 2021 to 2023, so as to achieve the performance assessment target as one of the conditions for the lifting of sales restriction of the incentive object in the current year. The restricted shares granted by the incentive object can be lifted only when the company reaches the following performance evaluation indicators:
Performance assessment objectives during the lifting of sales restrictions
The company’s sales restriction lifting coefficient is 100%, and the company’s sales restriction lifting coefficient is 85%
The first lifting is based on the net profit in 2020. In 2021 and 2020, the cumulative net profit growth rate in 2021 and 2022 is not less than 70% and 59.5% respectively
The second lifting limit is based on the net profit in 2020. The net profit in 2023 is based on the net profit in 2020. The profit growth rate in the sales period in 2023 is not less than 100% and the net profit growth rate is not less than 85%
Note: (1) the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, and the value excluding the impact of the share payment expenses of this and other incentive plans is used as the calculation basis; (2) the sales restriction amount that can be lifted in the current period = the sales restriction amount that is planned to be lifted in the current period × The company lifted the sales restriction coefficient.
If the company’s current performance level fails to meet the performance assessment target conditions during each release period, the restricted shares that can be released in the corresponding assessment year of all incentive objects shall not be released, and the company shall repurchase and cancel them at the grant price.
（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 individual assessment and evaluation results of incentive objects are divided into “a”, “B”, “C” and “d”.
Evaluation results (s) a (excellent) B (good) C (qualified) d (unqualified)
Proportion of lifting sales restrictions: 100% 80% 0%
The individual’s sales limit that can be lifted in the current year = the individual’s plan to lift the sales limit in the current year × The proportion of sales restrictions lifted.
On the premise of the achievement of the company’s performance objectives, if the individual assessment results of the incentive object in the assessment year reach the grades of “a”, “B” and “C”, the incentive object will lift the restriction on the sale of the restricted shares planned to be lifted in the assessment year according to the proportion specified in the incentive plan; If the individual assessment result of the incentive object in the assessment year is “d”, the restricted shares that the incentive object plans to lift the restriction in the corresponding assessment year shall not be lifted. Restricted shares that cannot be released in the year of assessment of incentive objects shall be repurchased and cancelled by the company at the grant price.
6、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, 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 of the board of directors. The board of directors of the company is responsible for reviewing the appraisal results.
7、 Assessment period and times
(i) Assessment period
The fiscal year from 2021 to 2023 is used as the assessment year of each lifting period.
（2） Assessment times
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, and once after the end of fiscal years 2022 and 2023.
8、 Assessment result management
(i) Feedback and application of assessment results
1. The appraisee has the right to know his own appraisal results. The human resources department of the company 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 within 5 working days after receiving the assessment notice, and the salary and assessment committee shall review and determine the final assessment result or grade within 10 working days.
3. The assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
（2） Filing of assessment records
1. After the assessment, the human resources department of the company shall keep all assessment records of performance assessment. The assessment results shall be kept as confidential information for a period of no less than 5 years.
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.
9、 Supplementary Provisions
1. These Measures shall be formulated, interpreted and revised by the board of directors.
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 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.
3. These measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the equity incentive plan comes into force.
Nanjing Shenghang Shipping Co.Ltd(001205) board of directors December 15, 2021
