Guangzhou Wondfo Biotech Co.Ltd(300482)
Administrative measures for the assessment of the implementation of the restricted stock incentive plan in 2020
(Second Revision)
Guangzhou Wondfo Biotech Co.Ltd(300482) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, fully mobilize the enthusiasm of the employees of the company’s core team, and make them work more honestly and diligently, so as to ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives, The company plans to implement the 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”).
In order to ensure the smooth promotion and orderly implementation of the restricted stock incentive plan, 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 the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) These measures are formulated in accordance with the relevant laws, administrative regulations and normative documents such as the guide for business handling of companies listed on the gem No. 5 – equity incentive, as well as the relevant provisions of the articles of association and restricted stock incentive plan, and in combination with the actual situation of the company.
1、 Assessment purpose
Further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, ensure the smooth implementation of the company’s incentive plan, and give full play to the role of equity incentive to the greatest extent, so as to 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 these 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 overall performance of the company and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects participating in the company’s equity incentive plan, including directors, senior managers, middle managers and core backbone working in the company (including branches and subsidiaries, the same below).
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and reviewing the assessment of incentive objects.
(II) the human resources department of the company is responsible for the specific implementation of the assessment. The human resources department is responsible for and reports to the remuneration and assessment committee of the board of directors.
(III) the human resources department, finance department and other relevant organizations of the company shall be responsible for the collection and provision of relevant assessment data, and the relevant departments shall actively cooperate and be responsible for the authenticity and reliability of the data.
(IV) the board of directors of the company is responsible for the examination and approval of these measures and the examination results.
When the remuneration and assessment committee of the board of directors reviews the assessment work of incentive objects and the board of directors reviews the assessment results, relevant related directors shall avoid it.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year of restricted shares granted for the first time and reserved in the incentive plan is three fiscal years from 2021 to 2023, and one assessment is made in each fiscal year.
Performance assessment objectives in the period of lifting sales restriction / attribution
The first release / vesting period is based on the net profit attributable to the shareholders of the listed company in 2020, and the net profit growth rate attributable to the shareholders of the listed company in 2021 shall not be less than 25%;
Based on the net profit attributable to shareholders of the listed company without deducting the equity payment expenses in 2021 and the second lifting of the restriction / vesting period profit, the net profit growth rate attributable to shareholders of the listed company without deducting the equity payment expenses in 2022 shall not be less than 20% and 100%; The growth rate shall not be less than
15%, unlocking 85%; The growth rate shall not be less than 10% and 70%;
Based on the net profit attributable to shareholders of the listed company without deduction of equity payment expenses in 2022 and the third release of restriction / attribution period profit, the net profit growth rate attributable to shareholders of the listed company without deduction of equity payment expenses in 2023 shall not be less than 20% and 100%; The growth rate shall not be less than
15%, unlocking 85%; The growth rate shall not be less than 10% and unlock 70%.
(II) performance appraisal requirements at individual level
The individual level assessment of incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and assessment.
Assessment grade excellent good qualified unqualified
Unlock / home ratio 1.00 0.80 0
If the annual company level performance assessment meets the standard, the actual amount of sales restriction / ownership lifted by the incentive object in the current year = the number of sales restriction / ownership lifted by the individual in the current year × The proportion of lifting sales restrictions / ownership at the individual level.
If the restricted shares that the incentive object plans to release from the restriction / ownership in the current period cannot be released or completely released due to assessment reasons, they shall be repurchased / invalidated by the company and shall not be deferred to future years.
6、 Assessment period and times
The appraisal period of restricted shares granted in this incentive plan is three fiscal years from 2021 to 2023. Company level performance appraisal and individual level performance appraisal shall be conducted once a year.
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 to be released from sales restriction / attribution according to the assessment report.
8、 Assessment result management
(I) feedback and appeal of assessment results
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.
If the appraisee has any objection to his / her appraisal results, he / she 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 shall review and determine the final assessment result or grade within 10 working days.
(II) filing of assessment results
After the appraisal, the human resources department shall keep all appraisal records of performance appraisal.
In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be modified or re recorded, they must be signed by the assessment recorder.
The performance appraisal 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 incentive plan.
9、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures. 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.
(II) 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.
Guangzhou Wondfo Biotech Co.Ltd(300482) board of directors January 14, 2022
