Administrative measures for the implementation and assessment of the second phase of restricted stock incentive plan
In order to ensure the smooth implementation of the restricted stock incentive plan of Costar Group Co.Ltd(002189) (hereinafter referred to as “the company”), further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, advocate the concept of common and sustainable development of the company with the management and core backbone, and fully mobilize the enthusiasm of the company’s directors, senior managers and core backbone, These measures are formulated in accordance with relevant national regulations and the actual situation of the company to enhance the company’s core competitiveness and ensure the realization of the company’s development strategy and business objectives.
1、 Assessment purpose
Further improve the corporate governance structure, establish an incentive and restraint mechanism consistent with responsibilities, rights and interests, improve the performance evaluation system of the company’s incentive objects, promote the incentive objects to work honestly and diligently, ensure the realization of the company’s development strategy and business objectives, promote the sustainable development of the company, and ensure the smooth implementation of the company’s equity incentive plan.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with these measures and the performance of the assessment objects, so as to realize the close combination of the equity incentive plan with the work performance and contribution of the incentive objects, so as to improve the management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
The incentive objects determined in Costar Group Co.Ltd(002189) phase II restricted stock incentive plan (Draft) include directors, senior managers and core backbone of the company.
4、 Assessment organization
The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment work and assessing the incentive objects.
5、 Performance evaluation indicators and standards
1. Company level assessment
(1) Assessment conditions for lifting sales restrictions:
Performance assessment objectives during the lifting of sales restrictions
(1) The weighted average return on net assets of the financial year before the unlocking date is ≥ 10.36%, and ≥ the 75th percentile of the benchmarking enterprise or ≥ the average level of the same industry;
The first lifting (2) the annual compound growth rate of net profit in the financial year before the unlocking date is ≥ 15% compared with that in 2020, the sales restriction period is ≥ 75th of the benchmarking enterprise or ≥ the average level of the same industry;
(3) The financial year before the unlocking date Δ EVA>0。
(1) The weighted average return on net assets of the financial year before the unlocking date is ≥ 10.37%, and ≥ the 75th percentile of the benchmarking enterprise or ≥ the average level of the same industry;
The second lifting (2) the annual compound growth rate of net profit in the financial year before the unlocking date is ≥ 15% compared with that in 2020, the sales restriction period is ≥ 75th of the benchmark enterprise or ≥ the average level of the same industry;
(3) The financial year before the unlocking date Δ EVA>0。
(1) The weighted average return on net assets of the financial year before the unlocking date is ≥ 10.38%, and ≥ the 75th percentile of the benchmarking enterprise or ≥ the average level of the same industry;
The third lifting (2) the annual compound growth rate of net profit in the financial year before the unlocking date is ≥ 15% compared with that in 2020, the sales restriction period is ≥ 75th of the benchmark enterprise or ≥ the average level of the same industry;
(3) The financial year before the unlocking date Δ EVA>0。
Note: 1. The financial indicators in the above table are subject to the audited and announced financial report of the company in the current year; 2. The above indicators of “net profit” and “weighted average return on net assets” are calculated based on the net profit and net assets attributable to the shareholders of the listed company, and the above assessment indicators do not include the incentive cost arising from the implementation of the incentive plan; 3. During the validity period of equity incentive, if the company implements public offering, non-public offering or merger and reorganization, the influence of relevant factors shall be excluded in the calculation of performance indicators. 4、 Δ EVA is the improved value of economic added value.
If the restricted shares of the incentive object fail to pass the assessment in the fiscal year before the restriction is lifted, the restricted shares of the incentive object cannot be lifted in the current year, and the company will repurchase and cancel the restricted shares according to the lower of the grant price and the closing price of the company’s shares on the trading day before the implementation of the repurchase after the date of lifting the restriction in the current period.
The board of directors of the company has the right to adjust and modify the above performance indicators and levels according to the company’s strategy, market environment and other relevant factors, but the corresponding adjustments and modifications shall be reported to the state owned assets supervision and Administration Commission of the State Council for the record.
2. Individual level performance evaluation of incentive objects
The evaluation result (s) is determined according to the individual performance evaluation indicators. In principle, the performance evaluation results are divided into four grades: A, B, C and D.
Assessment and evaluation form
Evaluation results (s) ABCD
Standard coefficient 1.01.00.50
Individual’s actual sales limit lifted in the current year = standard coefficient × The individual plans to lift the sales restriction limit in the current year.
If the individual performance appraisal of the incentive object in the previous year is grade C, the company will, in accordance with the provisions of the restricted stock incentive plan, repurchase and cancel the restricted stock limit of the incentive object in the current period according to the lower of the grant price and the closing price of the company’s stock on the trading day before the repurchase.
If the individual performance appraisal of the incentive object in the previous year is level D, the company will cancel the sales restriction limit of the incentive object in the current period in accordance with the provisions of the restricted stock incentive plan, and conduct unified repurchase and cancellation according to the lower of the grant price and the closing price of the company’s shares on the trading day before the repurchase.
6、 Assessment period and times
1. Assessment period
The fiscal year before the restricted shares of the incentive object are lifted.
2. Assessment times
Restricted shares shall be released once a year during each period of restriction.
7、 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 remuneration and assessment committee of the board of directors shall determine the qualification and quantity of incentive objects for lifting the sales restriction according to the assessment report.
8、 Feedback and application of assessment results
1. The appraisee has the right to know his own appraisal results, and the salary and appraisal committee shall timely notify the appraisee of the appraisal results after the appraisal is completed;
2. If the examinee has any objection to the assessment results, he can appeal to the remuneration and assessment committee of the board of directors within five working days after receiving the assessment notice. The remuneration and assessment committee can review the assessment results according to the actual situation and revise the assessment results according to the review results;
3. The assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares. 9、 Supplementary provisions these Measures shall be formulated, interpreted and amended by the board of directors and shall come into force after being deliberated and adopted by the general meeting of shareholders of the company. Costar Group Co.Ltd(002189) December 31, 2021
