Shenzhen Baoming Technology Co.Ltd(002992)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shenzhen Baoming Technology Co.Ltd(002992) (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 the company’s managers and core backbone, fully mobilize their enthusiasm and creativity, 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, and make all parties pay common attention to the long-term development of the company, To 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 incentives and constraints, the Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”) is formulated.
In accordance with the relevant laws and regulations of the people’s Republic of China, the incentive plan and the articles of association of the company are formulated to ensure the smooth implementation of the incentive plan of the people’s Republic of China and other relevant laws and regulations of the people’s Republic of China.
1、 Assessment purpose
In order to further improve the corporate governance structure of the company, promote the company to establish and improve the long-term incentive and restraint mechanism, fully mobilize the enthusiasm of the company’s core team, ensure the smooth implementation of the company’s incentive plan, give full play to the role of equity incentive to the greatest extent, and ensure the realization of the company’s development strategy and business objectives.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with the measures and the performance of the assessment objects, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive objects, so as to improve the level of performance management and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects determined in this incentive plan, including directors, senior managers of the company (including holding subsidiaries) and other personnel that the board of Directors considers should be encouraged. The aforesaid incentive objects do not include the independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. Among the aforesaid 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 (including holding subsidiaries) and sign labor contracts or labor contracts when the company grants restricted shares and during the assessment period of this incentive plan.
4、 Assessment organization and responsibilities
（1） The remuneration and assessment committee of the board of directors of the company (hereinafter referred to as the “Remuneration and assessment committee”) is responsible for leading and organizing the assessment work and reviewing the assessment results.
（2） Under the guidance of the company’s salary and appraisal committee, the company’s human resources department is responsible for the implementation of specific appraisal, and on this basis, form performance appraisal results and submit them to the company’s salary and Appraisal Committee for review.
（3） The human resources department, finance department and other relevant departments of the company are responsible for the collection and verification of relevant assessment data, and are responsible for the authenticity and reliability of the data.
（4） The board of directors of the company is responsible for the examination and approval of these measures and the examination results.
5、 Assessment indicators and standards
（1） Company level performance assessment requirements
The assessment year of this incentive plan is three fiscal years from 2022 to 2024, one assessment per fiscal year, and the achievement of performance assessment objectives is the prerequisite for the lifting of restrictions on the sale of restricted shares.
The annual performance assessment objectives of some restricted shares granted for the first time are shown in the table below:
Operating income (100 million yuan) net profit (10000 yuan)
（A） （B）
Assessment year for lifting the restriction arrangement
Trigger value target value trigger value target value (an) (AM) (BN) (BM)
The first sales restriction lifting period is 202212.00 12.5016 Shenzhen Zhongheng Huafa Co.Ltd(000020) 0000
The second release period is 202313.50 14.5048 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 0000
The third period of lifting the restrictions on sales: 202415.00 16.0096 Csg Holding Co.Ltd(000012) 00000
Completion of performance indicators (A / b) proportion of sales restrictions lifted from operating income proportion of sales restrictions lifted from net profit
（Ax） （Bx）
Completion target value (AM / BM) 100%
Complete the trigger value (an / BN) but not reach 80% + (a-an) (/ am an) 20% 80% + (b-bn) / (BM BN) 20% to the target value (AM / BM)
Trigger value (an / BN) not reached 0%
Proportion of sales restrictions lifted at the company level (x) x = ax 70% + BX 30%
Note: 1. The above “operating income” refers to the operating income contained in the audited consolidated statements of listed companies. The above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, excluding the impact of all share based incentive plans and employee stock ownership plans (if any) within the validity period;
2. The performance targets involved in the lifting of the restrictions on the sale of restricted shares above do not constitute the company’s performance prediction and substantive commitment to investors.
If the reserved restricted shares are granted before the disclosure of the third quarter report of 2022, the annual performance evaluation of the reserved restricted shares shall be consistent with the first grant; If the reserved restricted shares are granted after the disclosure of the third quarter report of 2022, the annual performance evaluation of the reserved restricted shares is shown in the following table:
Operating income (100 million yuan) net profit (10000 yuan)
Lifting of restrictions (a) (b)
Assessment year
Trigger value target value trigger value target value (an) (AM) (an) (AM)
The first sales restriction lifting period is 202313.50 14.5048 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 0000
The second sales restriction lifting period is 202415.00 16.0096 Csg Holding Co.Ltd(000012) 00000
Completion of performance indicators (A / b) proportion of sales restrictions lifted from operating income proportion of sales restrictions lifted from net profit
（Ax） （Bx）
Completion target value (AM / BM) 100%
Complete the trigger value (an / BN) but not reach 80% + (a-an) (/ am an) 20% 80% + (b-bn) / (BM BN) 20% to the target value (AM / BM)
Trigger value (an / BN) not reached 0%
Proportion of sales restrictions lifted at the company level (x) x = ax 70% + BX 30%
Note: 1. The above “operating income” refers to the operating income contained in the audited consolidated statements of listed companies.
The above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, excluding the impact of all share based incentive plans and employee stock ownership plans (if any) within the validity period;
2. The performance targets involved in the lifting of the restrictions on the sale of restricted shares above do not constitute the company’s performance prediction and substantive commitment to investors.
If the company fails to meet the above performance assessment objectives, all incentive objects shall not lift the restrictions on the sale of restricted shares planned to be lifted in the assessment year, and the company shall repurchase and cancel them according to the sum of the grant price and the interest of one-year fixed deposit of the people’s Bank of China (if the grant is less than one year, it shall be calculated according to the interest of current deposit in the same period), which shall not be deferred to the lifting of restrictions on sale in the next period.
(II) performance appraisal requirements at individual 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 proportion of the incentive object to lift the sales restriction according to the assessment results of the year before the lifting of the sales restriction. The performance appraisal results of incentive objects are divided into five grades: s-excellent, a-excellent, b-good, c-qualified and d-unqualified. The appraisal form is applicable to the appraisal objects. At that time, the proportion of sales restrictions lifted at the individual level of incentive objects will be determined according to the following table:
Individual assessment results are excellent, excellent, good, qualified and unqualified
Performance evaluation s a B C D
The proportion of lifting sales restrictions at the personal level is 100% 0
On the premise of achieving the company’s performance objectives, the actual number of sales restrictions lifted by the incentive object in the current year = the number of sales restrictions planned to be lifted by the individual in the current year × Proportion of sales restrictions lifted at the company level × The proportion of individual sales restrictions lifted. The incentive object shall lift the restricted shares according to the actual number of restricted shares lifted in the current year, and assess the restricted shares that cannot be lifted in the current year, which shall be repurchased and cancelled by the company according to the grant price.
If the incentive objects are directors and senior managers of the company, such as the company’s issuance of shares (including preferred shares) or convertible bonds, which leads to the dilution of the company’s immediate return and the need to fulfill the measures to fill the immediate return, as the incentive objects of this incentive plan, the lifting of the restrictions on the sale of restricted shares obtained by individuals shall not only meet the above conditions for lifting the restrictions, but also meet the conditions for the practical implementation of the measures to fill the return formulated and implemented by the company.
6、 Assessment period and times
（1） Assessment period
The fiscal year prior to the lifting of restrictions on the sale of restricted shares in each period of incentive objects.
（2） Assessment times
The assessment year of this incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once a year. 7、 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.
8、 Assessment result management
（1） Feedback and appeal of assessment results
1. The examinee has the right to know his own assessment results, and the company’s salary and assessment committee shall notify the examinee of the assessment results within five working days after the end of the assessment;
2. If the examinee has any objection to the assessment results, he can appeal to the salary and assessment committee within five working days after receiving the assessment notice. The salary 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.
（2） Filing of assessment records
1. After the assessment, the human resources department of the company shall keep all assessment records of performance assessment.
2. In order to ensure the effectiveness of the performance record, no alteration is allowed on the performance record. If it needs to be modified or re recorded, it must be signed and confirmed by the assessment recorder.
3. The assessment results shall be archived and kept as confidential information, and the human resources department shall be responsible for unified destruction three years after the end of the plan.
9、 Supplementary Provisions
（1） The board of directors is responsible for formulating, interpreting and revising these measures.
（2） In case of any conflict between these measures and the laws, administrative regulations and departmental rules issued and implemented in the future, the laws, administrative regulations and departmental rules issued and implemented in the future shall prevail.
（3） These measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the incentive plan comes into force.
Shenzhen Baoming Technology Co.Ltd(002992) board of directors April 6, 2022
