Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) (hereinafter referred to as “the company”) to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain senior managers, core technical / business personnel and other core backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively The interests of the company and the core team are combined to make all parties 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, according to the principle of equal income and contribution, The company has formulated the Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) 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, 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; (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
The measures are applicable to all incentive objects determined in the incentive plan. Incentive objects include senior managers, core technical / business personnel and other core backbones in the company. Excluding Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) independent directors, supervisors, foreign employees, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. Senior managers of the company must be appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company within the assessment period specified in 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;
(II) the human resources department of the company shall form an assessment team to be responsible for the specific assessment work, and the human resources department shall be responsible for reporting to the salary and assessment committee;
(III) the human resources department, finance department, securities 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;
(IV) the board of directors of the company is responsible for reviewing the assessment results.
Article 5 assessment 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, business division and incentive object.
(I) performance assessment requirements at the company level
The incentive plan will assess the company’s performance indicators by year in the fiscal year from 2022 to 2024, so as to achieve the performance assessment target as one of the conditions for the lifting of sales restriction / ownership of the incentive object in the current year. The performance assessment objectives are shown in the table below:
Lifting the sales restriction / ownership arrangement and performance evaluation objectives
The first lifting limit of the first category granted for the first time is based on the operating income in 2021, and the sales / vesting period rate of restricted stocks and the second category in 2022 is not less than 15%
Restricted stocks and in the second lifting period, the operating income in 2021 will be taken as the base, and the growth rate of operating income in 2023 will not be less than 30% on October 31, 2022
(including) the third release limit reserved for the previous grant is based on the operating income in 2021. The growth of operating income in 2024 is not less than 50% of class I restricted stocks and the selling / vesting period rate
Class II restricted stock
On October 31, 2022, the first lifting of the restriction is based on the operating income in 2021, and the sales period / attribution period granted after the operating income growth date (excluding) in 2023 shall not be less than 30%
Reserved type I restrictive
The second lifting of restrictions on stocks and class II restrictions is based on the operating income in 2021. The growth rate of operating income in 2024 is not less than 50% of the stock sale period / ownership period
Note: the above “operating income” refers to the total operating income of the audited consolidated financial statements of the listed company.
During the period of lifting the restriction / attribution, the company will handle the lifting of the restriction / attribution for the incentive objects who meet the conditions of lifting the restriction / attribution. If the performance level of the company in the current period fails to meet the performance assessment target conditions during each release / attribution period, all restricted shares of incentive objects that can be released in the corresponding assessment year shall not be released, and the company shall repurchase and cancel them according to the grant price plus the deposit interest of the people’s Bank of China in the same period; All restricted shares that can be attributed to all incentive objects in the corresponding assessment year shall be cancelled and invalidated.
(II) performance assessment requirements at the level of the business unit where the incentive object is located
In the fiscal year from 2022 to 2024, in addition to the annual assessment of the company’s performance objectives, the incentive plan also assesses the performance objectives of the business unit where the incentive object belongs, and takes meeting the performance assessment objectives of the business unit where the incentive object belongs as one of the conditions for lifting the sales restriction / ownership of the incentive object in the current year. The assessment of the business department where the incentive object belongs shall be implemented according to the relevant systems of the company’s internal business performance assessment.
The details are as follows:
Lifting the sales restriction / ownership arrangement and performance evaluation objectives
The first category of restricted shares granted for the first time, the first division to which the restricted sales / incentive object belongs in 2022, has completed the restricted shares and the second attribution period
Restricted shares and the lifting of restrictions on sales in the second period/
On October 31, 2022, during the vesting period, the reservation granted before the 2023 performance assessment objectives of the business division to which the incentive object belongs are completed (included)
Class I restricted stocks and the business unit to which the third restricted stock / incentive object belongs in 2024 have completed the vesting period of class II restricted stocks
On October 31, 2022, the sales restriction will be lifted for the first time/
The first category of restrictive measures shall be reserved for the completion of the 2023 performance assessment objectives of the business division of the incentive object in the vesting period granted after (excluding) days
Shares, the second type of restricted shares, the second business unit to which the restricted sales / incentive object belongs in 2024, and the stock ownership period has been completed
During each release / attribution period, if the current performance level of the business unit where the incentive object belongs reaches 70% or more of the performance assessment objectives, the incentive object can release the corresponding current equity of the release / attribution. The release / attribution coefficient at the business unit level is the same as the achievement rate of the current performance level of the business unit; If the current performance level of the business unit where the incentive object belongs does not reach 70% of the performance assessment target, the sales restriction / attribution coefficient at the business unit level is 0%.
According to the completion of performance assessment at the level of the business division, the first type of restricted shares that cannot be lifted in the assessment year of the incentive object shall be repurchased and cancelled by the company according to the sum of the grant price and the deposit interest of the people’s Bank of China in the same period; All restricted shares that cannot be attributed to the incentive object in the assessment year shall be cancelled and invalidated.
(III) assessment requirements at incentive object level
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 coefficient of lifting the restriction / attribution of the incentive object according to the assessment results of the corresponding assessment year. The individual assessment results of incentive objects are divided into “qualified” and “unqualified”, and the corresponding lifting restriction / attribution coefficients are shown in the table below:
Qualified or unqualified individual assessment results
Lifting of restrictions on sales at the personal level / attribution coefficient 100% 0%
On the premise that the company’s performance objectives and the performance assessment objectives of the business unit where the incentive object belongs meet the conditions for lifting the restriction / attribution, the number of class I restricted shares actually lifted / attributed by the incentive object in the current year = the number of restricted shares that the individual plans to lift the restriction / attribution in the current year × Lifting of sales restriction / attribution coefficient at the level of business division × Lifting the restriction / attribution coefficient at the individual level.
If the individual assessment result of the incentive object in the assessment year is “unqualified”, the restricted shares that the incentive object plans to lift the restriction in the corresponding assessment year shall not be lifted, and the restricted shares that the incentive object cannot lift the restriction shall be repurchased and cancelled by the company at the grant price plus the deposit interest of the people’s Bank of China in the same period; The restricted shares of the incentive object corresponding to the appraisal plan in the current year cannot be attributed. The second type of restricted shares that cannot be attributed shall be cancelled, invalid and cannot be deferred to the next year.
Article 6 assessment procedure
Under the guidance of the salary 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 salary 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. The performance assessment at the company level, the division level and the individual level are 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, 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 assessment results, he 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 on sale / ownership of restricted shares.
(II) 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.
(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.
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) board of directors March 9, 2022
