Keshun Waterproof Technologies Co.Ltd(300737)
Management measures for the implementation and assessment of restricted stock incentive plan in 2021
(revised in 2022)
Keshun Waterproof Technologies Co.Ltd(300737) (hereinafter referred to as “the company”) in order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s middle-level managers and core technology (business) backbone personnel, 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, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) The restricted stock incentive plan for 2021 has been formulated in the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the “Listing Rules”) and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
In order to ensure the smooth implementation of the restricted stock incentive plan in 2021, these measures are hereby formulated in accordance with the company law, securities law, administrative measures, listing rules and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association and the Keshun Waterproof Technologies Co.Ltd(300737) restricted stock incentive plan in 2021 (Draft), 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 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 in strict accordance with these measures and the performance of the assessment objects, so as to realize the close combination of the equity incentive plan with the work performance and contribution of the incentive objects, so as to improve the management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
The measures are applicable to all incentive objects participating in the company’s incentive plan, including but not limited to the company’s senior managers, middle managers and core technical (business) personnel (including incentive objects reserved and granted in the future).
4、 Assessment organization
The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment work and assessing the incentive objects. The human resources center of the company is responsible for the specific implementation of the assessment, and the human resources center is responsible for and reports to the remuneration and assessment committee of the board of directors.
5、 Performance evaluation indicators and standards
(I) the incentive object can be granted restricted shares only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the latest fiscal year issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
(II) after the incentive object is granted restricted shares, the ownership matters can be handled in batches only if the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
① An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
② The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
In case of any of the circumstances specified in Article 1 above, the ownership of restricted shares granted to all incentive objects but not yet vested under the incentive plan shall be cancelled and invalid;
2. The incentive object does not have any of the following situations:
① Being identified as inappropriate by the stock exchange within the last 12 months;
② It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC;
⑦ Other circumstances that the company’s board of directors determines are not attributable.
If one of the circumstances specified in Article 2 above occurs to an incentive object, the restricted shares granted to the incentive object but not yet vested shall be cancelled and invalid.
3. Company level performance assessment requirements
The assessment year for the first grant of restricted shares in the incentive plan is three fiscal years from 2022 to 2024, and the assessment year for the reserved grant of restricted shares is two fiscal years from 2023 to 2024, one assessment in each fiscal year. The annual performance assessment objectives of the first grant are shown in the following table:
Performance assessment objectives for the first vesting period
The first vesting period is based on the net profit in 2021, and the net profit in 2022 is no less than 25% higher than that in 2021; And the net operating cash flow of the company in 2022 is greater than zero.
The second attribution period is based on the net profit in 2021, and the net profit in 2023 is no less than 56% higher than that in 2021; And the net operating cash flow of the company in 2023 is greater than zero.
The third vesting period is based on the net profit in 2021, and the net profit in 2024 is no less than 95% higher than that in 2021; And the net operating cash flow of the company in 2024 is greater than zero.
The annual performance assessment objectives of restricted shares reserved for grant are shown in the table below:
Reserved performance assessment objectives for vesting period
The first vesting period is based on the net profit in 2021, and the net profit in 2023 is no less than 56% higher than that in 2021; And the net operating cash flow of the company in 2023 is greater than zero.
Reserved performance assessment objectives for vesting period
The second attribution period is based on the net profit in 2021. The net profit in 2024 will increase by no less than 95% compared with the net profit in 2021; And the net operating cash flow of the company in 2024 is greater than zero.
In the above “net profit” indicators, the net profit in 2021 is the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses and deducting the influence of bad debt reserves of receivables (including accounts receivable and notes receivable) withdrawn individually in the current year of 2021, and the net profit in 2022, 2023 The net profit in 2024 refers to the net profit attributable to the shareholders of the listed company after excluding the impact of equity incentive cost.
The costs arising from this equity incentive will be disbursed in the management expenses.
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 become invalid.
(4) Performance appraisal requirements at individual level
The performance appraisal at the individual level adopts the method of 70% of individual performance + 30% evaluated by the salary Committee.
Personal performance achievement corresponds to the comprehensive score evaluated by the salary Committee
Attribution ratio
Annual performance is a / B; Or performance 80-100%
Reach more than 90% = 70
The Remuneration Committee provides incentives to all employees
The annual performance is C, or the performance reaches 70-79%
More than 80% = 50 price, correction score: 0-30 points
Annual performance of D and below, or 69 points and below 0
Achievement less than 80% = 0
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 shall be invalid and shall not be deferred to future years.
After the reserved part is granted, the assessment indicators of relevant incentive objects shall be implemented with reference to these management measures.
6、 Assessment period and times
1. Assessment period
The fiscal year prior to the ownership of the restricted shares of the incentive object.
2. Assessment times
The assessment year of this restricted stock incentive plan is three fiscal years from 2022 to 2024, of which the assessment year for the first grant of restricted stock is three fiscal years from 2022 to 2024, and the assessment year for the reserved grant of restricted stock is two fiscal years from 2023 to 2024, one assessment in each accounting year.
7、 Attribution
1. The remuneration and appraisal committee of the board of directors shall determine the attribution qualification and quantity of the incentive objects according to the performance appraisal report.
2. The results of performance appraisal shall be used as the basis for the ownership of restricted stocks.
8、 Assessment procedure
The company’s human resources center, the Secretary Office of the board of directors and other departments are responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, save the assessment results, form a performance assessment report on this basis and submit it to the remuneration and assessment committee of the board of directors.
9、 Feedback and application of assessment results
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the remuneration and appraisal committee of the board of directors shall notify the appraisee of the appraisal results within 5 working days after the appraisal is completed.
If the assessed object has any objection to his / her assessment results, he / she can appeal to the remuneration and assessment committee of the board of directors within 5 working days after receiving the notification of the assessment results. The remuneration and assessment committee of the board of directors can review his / her assessment results according to the actual situation and revise the assessment results according to the review results.
The assessment results shall be used as the basis for the ownership of restricted stocks.
(II) filing of assessment results
1. After the assessment, the human resources center, the Secretary Office of the board of directors and other departments shall keep all assessment records of performance assessment.
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. Three years after the end of the plan, the human resources center and the Secretary Office of the board of directors shall be responsible for unified destruction.
10、 Supplementary Provisions
1. These Measures shall be formulated, interpreted and revised by the board of directors. 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.
2. 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.
Keshun Waterproof Technologies Co.Ltd(300737) board of directors
January 18, 2022
