Zhejiang Tiantie Industry Co.Ltd(300587)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Zhejiang Tiantie Industry Co.Ltd(300587) (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 professional management talents and core technology (business) backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively The interests of the company and the core team are combined to make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, the 2022 fixed-term stock incentive plan of the company (hereinafter referred to as “incentive plan” or “this incentive plan”) is formulated in accordance with the principle of equal income and contribution.
In order to ensure the smooth implementation of the company’s 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guide for GEM listed companies of Shenzhen stock exchange No. 1 – business handling and other relevant laws Regulations and normative documents, as well as the relevant provisions of the articles of association and the incentive plan, and in combination with the actual situation of the company, these measures are hereby formulated.
1、 Assessment purpose
Further improve the corporate governance structure, establish and improve the incentive and restraint mechanism of the company, promote the incentive objects to work honestly and diligently, ensure the realization of the company’s development strategy and business objectives, promote the sustainable development of the company, and ensure the smooth implementation of the incentive plan of the company.
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
These measures are applicable to all incentive objects participating in the company’s incentive plan, including directors, senior managers, core managers and core technical (business) personnel of the company (including subsidiaries, the same below).
4、 Assessment organization
(I) the human resources department of the company is responsible for the assessment under the guidance of the remuneration and assessment committee of the board of directors (hereinafter referred to as the “Remuneration Committee”).
(II) the human resources department of the company, together with the securities legal department, the finance department and relevant departments, is responsible for collecting and sorting out relevant assessment data and ensuring the authenticity and reliability of the data.
(III) the board of directors of the company is responsible for reviewing the assessment results.
5、 Assessment index
The share of restricted shares that can be released in the current year of the incentive object shall be jointly determined according to the assessment results at the company level and individual level.
(I) performance assessment requirements at the company level
The assessment year for the release of restricted shares granted by the incentive plan is three fiscal years from 2022 to 2024. The assessment shall be conducted once every fiscal year, and the performance assessment objectives of the company in each year are as follows:
Performance assessment objectives during the lifting of sales restrictions
The first sales restriction lifting period is based on the performance in 2021, and the growth rate of operating revenue or net profit in 2022 shall not be less than 50%;
The second sales restriction lifting period is based on the performance in 2021, and the growth rate of operating revenue or net profit in 2023 shall not be less than 125%;
The third sales restriction lifting period is based on the performance in 2021, and the growth rate of operating revenue or net profit in 2024 shall not be less than 237.5%.
Note: “operating income” and “net profit” are subject to the consolidated statements audited by the accounting firm, in which “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 all equity incentive plans and share payment expenses of employee stock ownership plans within the validity period of the company and its subsidiaries are excluded as the calculation basis.
If, in each assessment year, the restricted shares that the incentive object plans to lift the restrictions on sales in the current period cannot be lifted due to the non-compliance of the performance assessment at the company level, this part of the restricted shares shall be repurchased by the company according to the sum of the grant price and the deposit interest of the bank in the same period.
(II) performance appraisal requirements at individual level
Under this incentive plan, the company needs to conduct individual level performance appraisal on Incentive objects by year, and organize the implementation according to the company’s performance appraisal system. In each assessment year, on the premise that the performance assessment at the company level reaches the standard, if the individual performance assessment results of the incentive object in the assessment year reach the standard or above, the restricted shares granted in the current year will still be released according to the procedures specified in the incentive plan; If the individual performance appraisal result of the incentive object is unqualified in the appraisal year, the restricted shares whose sales restriction is planned to be lifted in the current year shall not be lifted and shall be repurchased by the company according to the grant price.
6、 Assessment period and times
(I) assessment period
The fiscal year before the incentive object releases the restricted shares.
(II) assessment times
The incentive period of restricted stock is planned to be once a year.
7、 Assessment procedure
(I) the financial department of the company shall judge whether it meets the company’s performance assessment indicators in the conditions for lifting sales restrictions according to the audited performance of each year.
(II) under the guidance of the Remuneration Committee of the board of directors, the human resources department of the company is responsible for the specific assessment work, save the assessment results, form a performance assessment report on this basis and submit it to the Remuneration Committee of the board of directors.
(III) the Remuneration Committee of the board of directors shall review the appraisal results of the incentive objects according to the performance appraisal report. During the process of determining the qualification and quantity of the incentive objects for lifting the sales restriction, the relevant related directors shall withdraw.
(IV) the board of directors shall confirm the number of shares that can be released by the incentive object according to the incentive plan and assessment results. 8、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the working group of the Remuneration Committee of the board of directors shall notify the appraisee of the appraisal results within five working days after the appraisal.
If the appraisee has any objection to his / her appraisal results, he / she can communicate with the human resources management department for settlement. If it cannot be properly solved, the assessed object can appeal to the Remuneration Committee of the board of directors within five working days after receiving the notice of the assessment results, and the remuneration committee can review the assessment results according to the actual situation and correct the assessment results according to the review results. The Remuneration Committee shall review and determine the final assessment result or grade within ten working days.
The assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment results
1. After the evaluation, the human resources department must keep all the evaluation conclusions of the performance evaluation.
2. In order to ensure the effectiveness of the performance appraisal, the performance records are not allowed to be altered. If they need to be modified or re recorded, they must be signed by the parties concerned for confirmation.
3. 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.
Zhejiang Tiantie Industry Co.Ltd(300587) board of directors January 20, 2022
