Ningbo Runhe High-Tech Materials Co.Ltd(300727)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Ningbo Runhe High-Tech Materials Co.Ltd(300727) (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, and encourage the directors, senior managers, core managers and core backbone personnel of the company and its subsidiaries to work diligently, To ensure the continuous and steady growth of the company’s performance and the realization of the company’s development strategy and business objectives, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) 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 guidelines for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and the articles of association of Ningbo Runhe High-Tech Materials Co.Ltd(300727) (hereinafter referred to as the “articles of association”). 1、 Assessment purpose
In order to ensure the smooth implementation and standardized operation of the incentive plan, further improve the corporate governance structure, improve the company’s incentive and restraint mechanism, and improve the company’s sustainable development ability; Enable operators and shareholders to form a community of interests, improve management efficiency and operators’ enthusiasm, creativity and sense of responsibility, ensure the realization of the company’s development strategy and business objectives, and promote the company’s long-term, steady and sustainable development. 2、 Assessment principle
The assessment and evaluation shall adhere to the principles of openness, fairness and impartiality, the consistency of shareholders’ interests, the interests of the company and the interests of the management team, the combination of incentive salary and the long-term interests of the company, and the combination of employees’ income level with the benefits of the company and its responsibilities, rights and interests; Adhere to the principle of combining incentive and restriction; Adhere to the principle of assessment before reward and punishment.. 3、 Assessment management organization and assessment period
1. Assessment management organization
(1) The remuneration and assessment committee of the board of directors of the company shall be responsible for the leadership and organization of the assessment and review 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.
2. 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 three fiscal years from 2022 to 2024, and the assessment is conducted once in each fiscal year. 4、 Assessment scope
The assessment objects of the measures are all incentive objects determined in the incentive plan, including the following personnel: 1. Directors and senior managers;
2. Core management personnel and core backbone personnel;
3. Other personnel deemed necessary by the board of directors.
Among the above incentive objects, directors 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: company level performance assessment and 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 incentive object.
1. Company performance assessment requirements
(1) Restricted shares granted for the first time
The ownership assessment year of the restricted shares granted for the first time in the incentive plan is the fiscal year 2022-2024, which is assessed once every fiscal year. The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives of the company
The first vesting period of the first grant part is based on the net profit in 2021, and the net profit growth rate in 2022 is not less than 13%
The second vesting period of the first grant is based on the net profit in 2021, and the net profit growth rate in 2023 is not less than 30%
The third vesting period of the first grant is based on the net profit in 2021, and the net profit growth rate in 2024 is not less than 50%
(2) Restricted shares reserved for grant
If the reserved restricted shares are granted in 2022, the performance evaluation of the reserved shares is consistent with that of the first grant. If the reserved restricted shares are granted in 2023, the assessment years of the reserved shares are two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives of the company
The first vesting period of the reserved grant part is based on the net profit in 2021, and the net profit growth rate in 2023 is not less than 30%. The second vesting period of the reserved grant part is based on the net profit in 2021, and the net profit growth rate in 2024 is not less than 50%
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 excludes the impact of all share based payment expenses generated by the incentive plan in the current year within the validity period.
According to the assessment management measures, if the company fails to complete the performance assessment indicators in each vesting period, the incentive objects in that period shall be granted some restricted shares, which shall be cancelled and invalid.
2. Personal performance assessment 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)
Standard coefficient 100% 90% 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 planned attributable amount of the incentive object in the current year × Individual level standard coefficient.
Only when the performance appraisal of the previous year is qualified and reviewed and approved by the board of directors and the board of supervisors of the company, the incentive object can reach the individual ownership conditions of restricted shares in the corresponding proportion of 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 and invalid, and can not 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 shall not be vested and shall be invalid. If the position of the incentive object changes during the assessment period, the assessment results at the end of the assessment year before attribution shall be taken as the final personal performance assessment results 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
1. 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 and determination; 2. 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 report the preliminary summarized assessment results to the salary and Assessment Committee for review;
3. After the preliminary summary of the assessment results, the remuneration and assessment committee shall publish the assessment results within five working days;
4. 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;
5. After the respondent’s appeal reply 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;
6. The assessment results reviewed by the board of directors of the company shall be the final assessment results, which shall be used as the basis for the board of directors of the company to confirm the ownership of restricted shares of incentive objects. 7、 Filing management of assessment results
After the assessment, the human resources department and other relevant departments shall keep all assessment records of performance assessment. The assessment results shall be kept as confidential information. The retention period of performance appraisal records is 10 years. The documents and records beyond the retention period shall be uniformly destroyed by the salary and assessment committee. 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. 8、 Supplementary Provisions
1. These measures are formulated, interpreted and revised by the board of directors of the company.
2. If the relevant provisions in these measures conflict with relevant national laws, administrative regulations, normative documents and this incentive plan, they shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and this incentive plan. If there is no explicit provision in these measures, it shall be implemented in accordance with the provisions of relevant national laws, administrative regulations, normative documents and this incentive plan.
3. The measures shall be implemented from the date of deliberation and adoption by the general meeting of shareholders and after the equity incentive plan comes into force.
Ningbo Runhe High-Tech Materials Co.Ltd(300727) board of directors January 18, 2022
