Zhejiang Zhengguang Industrial Co.Ltd(301092)
Restricted stock incentive plan for 2022
Implementation of assessment management measures
Zhejiang Zhengguang Industrial Co.Ltd(301092) (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 excellent employees, 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, 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 Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the "equity incentive plan").
In order to ensure the smooth implementation of the equity incentive plan, the 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 and normative documents, as well as the relevant provisions of Zhejiang Zhengguang Industrial Co.Ltd(301092) 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, determine 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
The assessment and evaluation shall adhere to the principles of fairness, impartiality and openness, and the incentive objects shall be assessed and evaluated in strict accordance with these measures; The assessment indicators are combined with the company's medium and long-term development strategy and annual business objectives; Combined with the work performance, work ability and work attitude of the incentive object.
Article 3 scope of assessment
These measures are applicable to all incentive objects determined in the equity incentive plan.
Article 4 assessment organization and executive organization
The remuneration and assessment committee of the board of directors of the company is responsible for the organization and implementation of the equity incentive plan; The administrative and personnel department of the company shall form an assessment team to be responsible for the specific assessment work, and the administrative and personnel department shall report to the salary and assessment committee; The administrative personnel department, financial management 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; 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 attributed will be jointly determined according to the assessment results of the company and the incentive object.
(I) performance assessment requirements at the company level
The assessment year of the restricted shares granted for the first time in the equity incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year.
Performance assessment objectives in the attribution period
Restricted shares granted for the first time
Based on the net profit in 2021, the net profit growth rate in 2022 shall not be less than 10%
Restricted shares granted for the first time in the first vesting period
Based on the net profit in 2021, the net profit growth rate in 2023 shall not be less than 22%
Restricted shares granted for the first time in the second vesting period
Based on the net profit in 2021, the net profit growth rate in 2024 shall not be less than 33%
Three attribution periods
If the reserved restricted shares are granted in 2022, the performance evaluation objectives of the reserved shares are consistent with those of the first grant; If the reserved part is awarded in 2023, the performance assessment objectives of each year are as follows:
Performance assessment objectives in the attribution period
Restricted shares granted for the first time
Based on the net profit in 2021, the net profit growth rate in 2023 shall not be less than 22%
First vesting period
Restricted shares granted for the first time
Based on the net profit in 2021, the net profit growth rate in 2024 shall not be less than 33%
Second vesting period
Note: the above "net profit" refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the data of this and all other share based payment expenses of the equity incentive plan within the validity period shall be excluded as the calculation basis.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects planned to be vested in the current year shall not be vested or deferred to the next period, and shall be invalid.
(II) performance appraisal requirements at individual level
The individual level performance appraisal of all incentive objects shall be organized and implemented in accordance with the relevant provisions of the company's current salary and appraisal. The performance appraisal results of incentive objects are divided into four grades: A, B, C and D. at that time, the actual number of shares of incentive objects shall be determined according to the corresponding individual level ownership proportion in the following appraisal rating table:
Assessment results a B C D
Personal ownership ratio 100% 100% 80% 0%
If the company level performance assessment meets the standard, the number of restricted shares actually owned by the incentive object in the current year = the number of shares planned to be owned by the individual in the current year × Personal ownership ratio. If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they will be invalid and cannot be deferred to future years. Article 6 assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the administration and personnel department of the company is responsible for the specific appraisal work, save the appraisal results, form a performance appraisal report on this basis and submit it to the remuneration and appraisal committee of the board of directors. The board of directors of the company is responsible for reviewing the appraisal results.
Article 7 assessment period and times
(I) assessment period
The appraisal fiscal year corresponding to the ownership of restricted shares in each period of the equity incentive plan.
(II) assessment times
The equity incentive plan shall be assessed once a year in the corresponding assessment year when the restricted shares belong.
Article 8 management of assessment results
(I) feedback and application of assessment results
The appraisee has the right to know his own assessment results. The direct supervisor of the appraisee or the administrative and personnel department of the company shall notify the appraisee of the assessment results within 5 working days after the assessment.
If the assessed object has any objection to his / her assessment results, he / she can communicate with the administration and personnel department for settlement within 5 working days after receiving the assessment results.
If it cannot be solved through communication, the assessed object can appeal to the remuneration and assessment committee of the board of directors. The remuneration and assessment committee shall review and determine the final assessment result or grade within 10 working days.
The assessment results shall be used as the basis for the ownership of restricted stocks.
(II) filing of assessment results
After the assessment, the administration and personnel department shall keep all assessment records of performance assessment. The assessment results shall be filed and kept as confidential information.
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.
The retention period of performance appraisal records is 5 years. The remuneration and assessment committee of the board of directors 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 the measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and the equity incentive plan.
(III) these measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the equity incentive plan comes into force.
Zhejiang Zhengguang Industrial Co.Ltd(301092) board of directors April 21, 2022
