Ningbo Zhenyu Technology Co.Ltd(300953)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Ningbo Zhenyu Technology Co.Ltd(300953) (hereinafter referred to as “the company” or “the listed company”) in order to ensure the smooth implementation of the restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan” or “the plan”), form a good and balanced value distribution system, encourage the senior managers, core management and technical (business) backbone of the company and its subsidiaries to work diligently and responsibly, and ensure the continuous and steady growth of the company’s performance, Ensure the realization of the company’s development strategy and business objectives, Now, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), and the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) These measures are formulated in combination with the actual situation of the company in accordance with the provisions of relevant laws, regulations, normative documents such as the guide for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and the Ningbo Zhenyu Technology Co.Ltd(300953) articles of Association (hereinafter referred to as the “articles of association”). 1、 Assessment purpose
(I) further establish and improve the corporate governance structure and operation mechanism, establish and improve the company’s incentive and restraint mechanism, and ensure the realization of the company’s development strategy and business objectives;
(II) establish and improve the sharing mechanism between employees and owners of the company, effectively combine the interests of shareholders, the interests of the company and the interests of senior managers, core managers and core technology (business) backbone of the company and its subsidiaries, and promote all parties to pay common attention to the long-term development of the company;
(III) attract and retain excellent management talents and core technology (business) backbone, meet the company’s huge demand for core talents, establish the company’s human resource advantages, further stimulate the company’s innovation vitality and inject new impetus into the company’s sustainable and rapid development. 2、 Assessment principle
(I) fully protect the interests of shareholders and follow the principle of reciprocity between income and contribution;
(II) the interests of shareholders, the company and employees are consistent and follow the principle conducive to the sustainable development of the company;
(III) be standardized according to law, open and transparent, and follow the principles stipulated in relevant laws and regulations and the articles of association. 3、 Assessment management organization and assessment period
(I) assessment management organization
1. The remuneration and assessment committee of the board of directors of the company is responsible for the leadership and organization of the assessment, and is responsible for reviewing the assessment results;
2. The human resources department of the company is responsible for the specific implementation of the assessment under the leadership of the remuneration and assessment committee;
3. The human resources department and Finance Department of the company are responsible for the collection and provision of assessment related data and materials, and are responsible for the authenticity of the data provided;
4. The board of directors of the company is responsible for the final review of the assessment results.
(II) assessment period
The assessment period of the measures is the fiscal year before the vesting date of the incentive object, that is, the assessment year is five fiscal years from 2022 to 2026, and the assessment is conducted once in each fiscal year. 4、 Assessment scope
The assessment objects of the measures are all the incentive objects determined in the incentive plan, including the following personnel: (I) senior managers of the company;
(II) core management personnel and core technical (business) personnel of the company;
(III) other employees deemed necessary by the board of directors of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors and foreign employees, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company and sign labor contracts, employment contracts or labor contracts when the company grants restricted shares and during the assessment period of the plan. 5、 Assessment content and index system
The assessment indicators of the incentive plan are divided into two levels: the company level performance assessment and the individual level performance assessment. Whether the granted rights and interests of the incentive object can belong will be determined jointly according to the assessment results of the company and the individual of the incentive object.
(I) performance assessment requirements at the company level
1. Restricted shares granted for the first time
The vesting assessment year of the restricted shares granted for the first time in the incentive plan is five fiscal years from 2022 to 2026, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in the attribution period
Target value (AM) trigger value (an)
In the first vesting period, the net profit in 2022 shall not be less than 250 million yuan, and the net profit in 2022 shall not be less than 175 million yuan
The net profit in 2023 shall not be less than RMB 300 million or the net profit in 2023 shall not be less than RMB 210 million or
In the second vesting period, the accumulated net profit of the two years from 2022 to 2023 is not, and the accumulated net profit of the two years from 2022 to 2023 is not
Less than 550 million yuan and less than 385 million yuan
The net profit in 2024 shall not be less than 360 million yuan or 252 million yuan or more
In the third vesting period, the accumulated net profit in the three years from 2022 to 2024 is not, and the accumulated net profit in the three years from 2022 to 2024 is not
Less than 910 million yuan and less than 637 million yuan
Net profit in 2025 shall not be less than 430 million yuan or net profit in 2025 shall not be less than 301 million yuan or
In the fourth vesting period, the accumulated net profit in the four years from 2022 to 2025 is not, and the accumulated net profit in the four years from 2022 to 2025 is not
Less than 1.340 billion yuan and less than 938 million yuan
The net profit in 2026 shall not be less than 518 million yuan or 363 million yuan or more
In the fifth attribution period, the five-year cumulative net profit from 2022 to 2026 is not, and the five-year cumulative net profit from 2022 to 2026 is not
Less than 1.858 billion yuan and less than 1.301 billion yuan
Note: the above “net profit” is calculated based on the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and excluding the impact of share based payment expenses involved in all equity incentive plans of the company within the validity period, the same below.
According to the completion of performance appraisal at the company level, the ownership proportion at the company level is shown in the table below:
Completion of assessment objectives and ownership proportion of company a
A≥Am 100%
Am≥A＞An A/Am
A＜An 0%
2. Restricted shares reserved for grant
If the reserved restricted shares are granted before the disclosure of the third quarterly report of 2022, the performance evaluation of the reserved shares is consistent with that of the first grant. The annual performance assessment report of 20262023 is reserved for three times, and the performance assessment report of 20232023 is reserved as follows:
Performance assessment objectives in the attribution period
Target value (AM) trigger value (an)
The net profit in 2023 shall not be less than RMB 300 million or the net profit in 2023 shall not be less than RMB 210 million or
The accumulated net profit of the first vesting period from 2022 to 2023 is not low, and the accumulated net profit of 2022 to 2023 is not low
From 550 million yuan to 385 million yuan
The net profit in 2024 shall not be less than 360 million yuan or 252 million yuan or more
In the second vesting period, the accumulated net profit in the three years from 2022 to 2024 is not low, and the accumulated net profit in the three years from 2022 to 2024 is not low
From 910 million yuan to 637 million yuan
Net profit in 2025 shall not be less than 430 million yuan or net profit in 2025 shall not be less than 301 million yuan or
In the third attribution period, the accumulated net profit in 20222025 is not low, and the accumulated net profit in 20222025 is not low
At rmb1340 million and rmb938 million
The net profit in 2026 shall not be less than 518 million yuan, or the net profit in 2026 shall not be less than 363 million yuan, or the accumulated net profit in the five years from 2022 to 2026 in the fourth attribution period shall not be less than 1.858 billion yuan and 1.301 billion yuan
According to the completion of performance appraisal at the company level, the ownership proportion at the company level is shown in the table below:
Completion of assessment objectives and ownership proportion of company a
A≥Am 100%
Am≥A＞An A/Am
A＜An 0%
If the company fails to reach the trigger value of the above performance assessment objectives, all restricted shares planned to belong to the incentive object in the assessment year shall not be attributed or deferred to the next period, and shall be invalid.
(II) individual performance appraisal requirements
The individual level assessment of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and assessment, and different current ownership proportions shall be corresponding to the completion of the performance assessment indicators of the incentive object in the previous year. The details are as follows:
Evaluation grade A (excellent) B (good) C (qualified) d (unqualified)
Evaluation score s ≥ 90 s ≥ 80 s ≥ 60 s 60
Personal ownership ratio 100% 80% 60% 0%
On the premise of achieving the company’s performance objectives, the actual attributable amount of the incentive object in the current year = the attributable proportion at the company level × Attributable amount of individual plan in the current year × Personal ownership ratio.
Only when the performance appraisal of the previous year is qualified and approved by the board of directors and the board of supervisors of the company, can the incentive object reach the individual ownership conditions of restricted shares with corresponding proportion in the current period. The incentive object can calculate the actual amount ownership according to the ownership proportion corresponding to the appraisal results. The ownership of the non vested part in the current period shall be cancelled, invalid and cannot be deferred to the next year; If the incentive object fails to pass the assessment or fails to pass the review by the board of directors and the board of supervisors of the company, the restricted shares granted but not yet vested in the corresponding vesting period cannot be vested and become invalid. If the position of the incentive object changes during the assessment period, the assessment result at the end of the assessment year before attribution shall be taken as the final personal performance assessment result of the current period.
All incentive objects must be in-service employees of the company or subsidiaries before the announcement date (including the announcement date) of the resolution of the board of directors meeting the attribution conditions corresponding to each attribution period. 6、 Assessment procedure
(I) the company level performance data of each assessment year shall be provided by the finance department and submitted to the board of directors for approval; (II) in each assessment year, the company shall determine the annual performance objectives of the assessment object according to the performance management measures. After the end of the assessment period, the human resources department shall organize specific assessment operations, collect and summarize relevant assessment data, uniformly prepare forms, organize assessment scores, and submit the preliminary summarized assessment results to the salary and Assessment Committee for review;
(III) after the preliminary summary of the assessment results, the salary and assessment committee shall publish the assessment results within five working days;
(IV) if the examinee has any objection to the 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 from the date of receiving the appeal;
(V) after the reply to the complaint of the assessed object is completed, the salary and assessment committee shall revise the assessment results again (if any) and submit them to the board of directors for deliberation;
(VI) after deliberation by the board of directors of the company
