Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Hpf Co.Ltd(300350) (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 outstanding talents, 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 Hpf Co.Ltd(300350) 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 company’s equity incentive plan, 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 incentive of listed companies (hereinafter referred to as the “administrative measures”), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of companies listed on gem of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws and administrative regulations 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 measures for the administration of the assessment of the implementation of the restricted stock incentive plan of Hpf Co.Ltd(300350) Co., Ltd. in 2022 (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
The measures are applicable to all incentive objects determined in the incentive plan, that is, all incentive objects determined by the remuneration and assessment committee and reviewed and approved by the board of directors, including directors, senior managers, core backbone personnel serving in the company (including branches and holding subsidiaries) and other personnel deemed necessary by the board of directors. All incentive objects must have employment or labor relations with the company (including branches and holding subsidiaries) when the company grants restricted shares and 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 (hereinafter referred to as the “Remuneration and assessment committee”) is responsible for organizing and implementing the assessment of the equity incentive plan;
(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 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 the examination and approval of these measures and the examination results.
When the remuneration and assessment committee reviews the assessment work of incentive objects and the board of directors reviews the assessment results, relevant related directors shall avoid it.
Article 5 assessment indicators and standards
Whether the rights and interests granted to the incentive object can be released from the restriction / ownership and the number of rights and interests that can be released from the restriction / ownership will be jointly determined according to the assessment results at the company level and the individual level of the incentive object.
(I) performance assessment requirements at the company level
The assessment year corresponding to the incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once in each fiscal year. The achievement of the performance assessment goal is one of the conditions for the release of sales restriction / ownership of the incentive object in the current year. The performance assessment objectives of each year are shown in the table below:
Annual performance assessment objectives corresponding to the lifting of sales restriction / attribution period
The first release / vesting period is 2022, based on the company’s operating revenue in 2021
The annual growth rate of operating income shall not be less than 10%;
The second release / vesting period is 2023, based on the company’s operating income in 2021
The annual growth rate of operating income shall not be less than 20%;
The third release / vesting period is 2024, based on the company’s operating revenue in 2021
The annual growth rate of operating revenue shall not be less than 30%.
Note: ① the above “operating income” refers to the operating income of the audited consolidated statements of the listed company;
② The performance objectives involved in the lifting of the restrictions / attribution conditions of the above restricted shares do not constitute the company’s performance forecast and substantive commitment to investors.
If the company fails to meet the above performance assessment objectives, the first restricted stock of all incentive objects corresponding to the plan to lift the restriction in the current period 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. The second restricted stock of all incentive objects corresponding to the plan in the current period shall not be attributed, invalid and shall not be deferred to the next period.
(II) performance appraisal requirements at individual level
The individual level performance appraisal of the incentive object shall be implemented in accordance with the relevant internal performance appraisal system of the company. The performance appraisal results of incentive objects are divided into four grades: “excellent”, “good”, “qualified” and “unqualified”. At that time, the proportion of lifting the restriction / ownership of restricted shares at the individual level in the current period shall be confirmed according to the individual performance appraisal results of the previous year. The comparison relationship between individual performance appraisal results and the proportion of lifting sales restrictions / ownership at the individual level is shown in the table below:
Individual performance appraisal results are excellent, good, qualified and unqualified
At the personal level, the proportion of lifting the restrictions on sales / ownership is 100%, 80%, 60%, 0%
After the achievement of the performance assessment objectives at the company level, the number of restricted shares actually released / attributed by the incentive object in the current period = the number of restricted shares that the individual plans to release / belong in the current period × The proportion of lifting restrictions on sales / ownership at the individual level.
If the individual performance appraisal result of the incentive object in the previous year is “qualified” or above, the incentive object can handle the lifting of the restriction / ownership in batches according to the proportion specified in the incentive plan. The first type of restricted shares that cannot be lifted shall be repurchased and sold by the company according to the grant price, and the second type of restricted shares that cannot be attributed shall be invalid; If the individual performance appraisal result of the incentive object in the previous year is “unqualified”, the restricted shares of the first category of the incentive object corresponding to the current appraisal plan shall not be lifted, and the company shall repurchase and cancel them according to the grant price. The restricted shares of the second category of the current plan shall not be attributed, invalidated and invalid.
For the restricted shares that the incentive object plans to lift the restriction on sale / ownership in the current period, the part that cannot be lifted due to assessment reasons shall not be deferred to the next period.
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
(I) assessment period
The fiscal year prior to the release / attribution of restricted shares of each incentive object.
(II) assessment 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 conducted once a year.
Article 8 management of assessment results
(I) feedback, appeal 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.
Hpf Co.Ltd(300350) board of directors February 28, 2022
