Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Zhejiang Qianjiang Motorcycle Co.Ltd(000913) (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 directors, senior managers, middle managers, core technicians and backbone of the company and its subsidiaries, make them work more honestly and diligently, and ensure the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, the company plans to implement the restricted stock incentive plan in 2022 (hereinafter referred to as “equity incentive plan” or “restricted stock incentive plan”).
In order to ensure the smooth implementation of the 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, regulations and normative documents, as well as the relevant provisions of the articles of association and the company’s 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 equity 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 the performance of the assessment objects in strict accordance with these measures, so as to realize the close combination of the equity incentive plan and 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 restricted stock incentive plan in 2022, including directors, senior managers, middle managers, core technicians and backbone of the company and its subsidiaries. 4、 Assessment organization
(I) the board of directors is responsible for leading and reviewing the assessment of incentive objects.
(II) the securities department, human resources department and Finance Department of the company form an assessment working group (hereinafter referred to as the “Assessment Working Group”) to be responsible for the specific implementation of the assessment. The assessment working group shall be responsible to the board of directors and report its work. (III) the human resources 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
(IV) the board of directors of the company is responsible for reviewing the assessment results.
5、 Assessment indicators and standards
(I) company level performance appraisal requirements
The assessment year for the lifting of restrictions on the sale of restricted shares in the incentive plan is four fiscal years from 2022 to 2025. The performance indicators of the company are assessed annually to meet the performance assessment objectives as one of the conditions for the lifting of restrictions on the sale of incentive objects in the current year. The specific annual performance assessment objectives are as follows:
According to the achievement rate (P) of performance objectives in each assessment year, determine the proportion (x) that can be lifted at the company level. The annual performance assessment objectives of restricted shares granted for the first time are shown in the figure below:
Net profit, operating income and R & D investment during the lifting of sales restrictions
40% 30% for each performance
Index weight
Performance target Σ (actual achieved value of performance index / target value of performance index) × Weight of performance indicators
Achievement rate (P)
The first is based on the net profit in 2021, the operating income in 2021, the R & D investment in 2021, the lifting of the sales restriction period, the increase of net profit in 2022, the increase of operating income in 2022, and the growth rate of R & D investment in 2022 shall not be less than 20%. The growth rate shall not be less than 10%. The growth rate shall not be less than 10%.
The second is based on the net profit in 2021, the operating income in 2021, the R & D investment in 2021, the lifting of the sales restriction period, the increase of net profit in 2023, the increase of operating income in 2023, and the growth rate of R & D investment in 2023 shall not be less than 40%. The growth rate shall not be less than 20%. The growth rate shall not be less than 20%.
The third is based on the net profit in 2021, the operating income in 2021, the R & D investment in 2021, the lifting of the sales restriction period, the increase of net profit in 2024, the increase of operating income in 2024, and the growth rate of R & D investment in 2024 shall not be less than 60%. The growth rate shall not be less than 30%. The growth rate shall not be less than 30%.
The fourth is based on the net profit in 2021, the operating income in 2021, the R & D investment in 2021, the lifting of the sales restriction period, the increase of net profit in 2025, the increase of operating income in 2025, and the growth rate of R & D investment in 2025 shall not be less than 80%. The growth rate shall not be less than 40%. The growth rate shall not be less than 40%.
Assessment index annual performance target achievement result company level sales restriction lifting proportion (x)
P≥100% X=100%
Achievement rate of performance objectives (P) 80% ≤ P 100% x = P
PNote: 1. “Operating income” and “net profit” are calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the 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 excluding the impact of share based payment expenses of this and other incentive plans as the calculation basis.
If the reserved restricted shares are granted before the disclosure of the company’s third quarter report in 2022, the annual performance evaluation of the reserved restricted shares shall be consistent with that of the first grant; If the reserved restricted shares are granted after the disclosure of the company’s third quarter report in 2022, the assessment year for the release of the reserved restricted shares is four fiscal years from 2023 to 2026. The annual performance assessment of the reserved restricted shares is shown in the following table:
Net profit, operating income and R & D investment during the lifting of sales restrictions
40% 30% for each performance
Index weight
Performance target Σ (actual achieved value of performance index / target value of performance index) × Weight of performance indicators
Achievement rate (P)
The first is based on the net profit in 2021, the operating income in 2021, the R & D investment in 2021, the lifting of the sales restriction period, the increase of net profit in 2023, the increase of operating income in 2023 and the increase of R & D investment in 2023
The growth rate shall not be less than 40%.
The growth rate shall not be less than 20%. The growth rate shall not be less than 20%.
The second is based on the net profit in 2021, the operating income in 2021, the R & D investment in 2021, the lifting of the sales restriction period, the increase of net profit in 2024, the increase of operating income in 2024 and the increase of R & D investment in 2024
The growth rate shall not be less than 60%. The growth rate shall not be less than 30%. The growth rate shall not be less than 30%.
The third is based on the net profit in 2021, the operating income in 2021, the R & D investment in 2021, the lifting of the sales restriction period, the increase of net profit in 2025, the increase of operating income in 2025 and the increase of R & D investment in 2025
The growth rate shall not be less than 80%. The growth rate shall not be less than 40%. The growth rate shall not be less than 40%.
The fourth is based on the net profit in 2021, the operating income in 2021, the R & D investment in 2021, the lifting of the sales restriction period, the increase of net profit in 2026, the increase of operating income in 2026 and the increase of R & D investment in 2026
The growth rate shall not be less than 100%. The growth rate shall not be less than 50%. The growth rate shall not be less than 50%.
Assessment index annual performance target achievement result company level sales restriction lifting proportion (x)
P≥100% X=100%
Achievement rate of performance objectives (P) 80% ≤ P 100% x = P
PNote: 1. “Operating income” and “net profit” are calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the 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 excluding the impact of share based payment expenses of this and other incentive plans as the calculation basis.
If the company fails to meet the performance assessment requirements at the company level in a certain year, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted, and shall be repurchased and cancelled by the company. The repurchase price is the sum of the grant price and the interest of time deposits in the bank in the same period.
(II) performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be implemented in accordance with the relevant provisions of the company’s current salary and assessment. The proportion of sales restrictions lifted shall be determined according to the evaluation results of the incentive object. The performance evaluation results of the incentive object are divided into seven grades of “s, a, B +, B, B -, C and D”, and the evaluation form is applicable to the evaluation object. At that time, the proportion of the incentive object to lift the sales restriction will be determined according to the following table:
Assessment results s a B + B B – C D
Personal level
Proportion of lifting restrictions on sales: 100% 100% 90% 80% 50% 0
If the performance appraisal at the company level reaches the performance appraisal target in the current year, the incentive object can actually lift the sales restriction limit in the current year = the individual plans to lift the sales restriction limit in the current year × Proportion of sales restrictions lifted at the company level (x) × The proportion of sales restrictions lifted at the individual level.
In accordance with the guiding opinions on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return and relevant provisions, in order to safeguard the interests of small and medium-sized investors, the directors (excluding independent directors) and senior managers of the company made commitments to ensure the effective implementation of the measures to fill the immediate return for the company in respect of the company’s non-public issuance of A-Shares and other related matters. Directors (excluding independent directors) and senior managers of the company are the incentive objects. In addition to meeting the above requirements, their individual lifting proportion of sales restrictions also needs to meet the conditions for the implementation of the company’s filling return measures.
The restricted shares that cannot be released in the current year of assessment of the incentive object shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the interest of the bank’s time deposit in the same period.
6、 Assessment period and times
1. Assessment period
The fiscal year before the incentive object applies for the lifting of restrictions on the sale of restricted shares.
2. Assessment times
If the reserved restricted shares are granted before the disclosure of the company’s third quarter report in 2022, the assessment year of this equity incentive plan is four fiscal years from 2022 to 2025. If the reserved restricted shares are granted after the disclosure of the company’s third quarter report in 2022, the assessment year of the reserved part is four fiscal years from 2023 to 2026, and the assessment is conducted once a year.
7、 Assessment procedure
Under the guidance of the board of directors, the human resources department of the company is responsible for the specific assessment work, save the assessment results, and form a performance assessment report on this basis and submit it to the board of directors.
The board of directors shall determine the qualification and quantity of the incentive objects to lift the restriction on sales according to the assessment report.
9、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and 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 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 board of directors. The board of directors shall review and determine the final assessment result or grade within 10 working days.
(II) filing of assessment results
1. After the appraisal, the human resources department of the company shall keep all appraisal records of performance appraisal.
2. 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.
3. The results of performance appraisal shall be archived and kept as confidential information, and the human resources department of the company shall be responsible for unified destruction three years after the end of the plan.
10、 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 equity incentive plan takes effect.
