Guanglian Aviation Industry Co.Ltd(300900)
Management measures for the implementation and assessment of restricted stock incentive plan in 2021
Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as “the company” or ” Guanglian Aviation Industry Co.Ltd(300900) “) 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 core technical (business) personnel of the company (including subsidiaries), fully mobilize their enthusiasm and creativity, and effectively improve the cohesion of the core team and the core competitiveness of the enterprise, Effectively combine the interests of shareholders, the company and the core team, so that all parties can pay common attention to the long-term development of the company, ensure the realization of the company’s development strategy and business objectives, and on the premise of fully protecting the interests of shareholders, according to the principle of equal income and contribution, The company has formulated the Guanglian Aviation Industry Co.Ltd(300900) 2021 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, these 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; 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. The awarding objects include directors, senior managers and core technical (business) personnel who served in the company (including subsidiaries, the same below) when the company announced the incentive plan. Excluding Guanglian Aviation Industry Co.Ltd(300900) independent directors, supervisors and foreigners. 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 its 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 personnel administration department of the company shall form an assessment team to be responsible for specific assessment work, and the personnel administration department shall be responsible for reporting to the salary and assessment committee;
（3） The personnel administration 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) Company level assessment requirements:
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 at the company level are shown in the table below:
Release of sales restrictions and performance assessment objectives of ownership arrangements
The company granted for the first time shall meet one of the following two conditions:
Category I and the first lifting of restrictions on sales / return 1. Based on the operating revenue in 2020, the growth rate of operating revenue in 2022 is No. 2, and the restricted period is less than 60%;
2. Based on the net profit in 2020, the net profit growth rate in 2022 shall not be less than 60%;
The company shall meet one of the following two conditions:
The second is to lift the restriction on sales / return. 1. Based on the operating revenue in 2020, the growth rate of operating revenue in 2023 is not less than 110% in the current period;
2. Based on the net profit in 2020, the net profit growth rate in 2023 shall not be less than 110%;
The company shall meet one of the following two conditions:
The third is to lift the restriction on sales / return. 1. Based on the operating revenue in 2020, the growth rate of operating revenue in 2024 is not less than 160% in the current period;
2. Based on the net profit in 2020, the net profit growth rate in 2024 shall not be less than 160%;
The company shall meet one of the following two conditions:
The first is to lift the restriction on sales / return. 1. Based on the operating revenue in 2020, the growth rate of operating revenue in 2022 is not less than 60% in the current period;
2. Based on the net profit in 2020, the net profit growth rate in 2022 shall not be less than 60%;
The company reserved for grant shall meet one of the following two conditions:
The first and second restrictions on sales / return 1. Based on the operating revenue in 2020, the growth rate of operating revenue in 2023 is No. 2, and the restricted period is less than 110%;
2. Based on the net profit in 2020, the net profit growth rate in 2023 shall not be less than 110%;
The company shall meet one of the following two conditions:
The third is to lift the restriction on sales / return. 1. Based on the operating revenue in 2020, the growth rate of operating revenue in 2024 is not less than 160% in the current period;
2. Based on the net profit in 2020, the net profit growth rate in 2024 shall not be less than 160%;
Note: 1. The above “operating income” refers to the audited operating income of the listed company
2. The above “net profit” refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, but the value excluding the impact of share based payment expenses of this and other incentive plans shall be used as the calculation basis.
During each release / vesting period, the company shall handle the release of sales restriction / vesting for incentive objects meeting the release / vesting conditions. If the company’s current performance level fails to meet the company level performance assessment target conditions during each release / attribution period, all incentive objects shall not release the restrictions on the sale of class I restricted shares planned to 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, All incentive objects shall cancel the ownership of the second type of restricted shares planned to belong in the current year and become invalid.
（2） Assessment requirements for individual level of incentive object:
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 individual lifting of sales restriction / ownership according to the assessment results of the corresponding assessment year for the lifting of sales restriction / ownership of incentive objects. The individual assessment results of incentive objects are divided into “qualified” and “unqualified”, and the corresponding proportion of lifting sales restriction / ownership is shown in the table below:
Qualified or unqualified individual assessment results
Lifting of restrictions on sales / ownership ratio at the personal level: 100% 0%
On the premise of achieving the company’s performance objectives, the number of restricted shares actually released / vested by the incentive object in the current year = the number of restricted shares planned to be released / vested in the current year × The proportion of lifting sales restrictions / ownership at the individual level.
The incentive objects shall lift the restrictions on the sale of class I restricted shares according to the actual number of restricted shares lifted in the current year, and assess the class I restricted shares that cannot be lifted in the current year, which shall be repurchased and cancelled by the company according to the grant price and cannot be deferred to the next year; 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 salary and appraisal committee, the personnel administration 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, and the assessment at the company level and individual level is conducted 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 assessment results, he / she can communicate with the HR & administration 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.
（2） Filing of assessment records
1. After the assessment, the HR & administration department shall keep all assessment records and files 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 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） 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. Guanglian Aviation Industry Co.Ltd(300900) board of directors December 31, 2021
