Hangzhou Chang Chuan Technology Co.Ltd(300604)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the company’s incentive and restraint mechanism, form a good and balanced value distribution system, fully mobilize the enthusiasm 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 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, 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 December 2020) These measures are formulated in combination with the actual situation of the company and the relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, as well as the relevant provisions of the articles of association and the company’s restricted stock incentive plan. 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, including the core personnel of the company (including holding subsidiaries and branches, 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 personnel department of the company is responsible for the specific implementation of the assessment. The HR department is responsible for and reports to the remuneration and assessment committee of the board of directors.
(III) the personnel 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) performance assessment requirements at the company level
The appraisal year of the restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and the appraisal is conducted once in each fiscal year.
Performance assessment objectives in attribution period
The first restricted grant is based on the operating revenue in 2021, and the growth rate of operating revenue in 2022 shall not be less than 25%; First vesting period of stock
For the first time granted, the operating revenue in 2021 shall be taken as the base, and the growth rate of operating revenue in 2023 shall not be less than 56%; Second vesting period of stock
The first restricted grant is based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 shall not be less than 95%. The third vesting period of shares
Note: the above “operating income” is calculated based on the data contained in the audited consolidated statements.
If the reserved restricted shares are granted in 2022, the performance evaluation objectives of the reserved shares are consistent with those of the first grant; If the reserved part is granted in 2023, the performance assessment objectives of each year are as follows:
Performance assessment objectives in attribution period
The restrictive of reserved grant is based on the operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 56%; First vesting period of stock
The restrictive of reserved grant is based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 shall not be less than 95%. Second vesting period of stock
(II) performance appraisal requirements at individual level
The individual level performance appraisal of all incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and appraisal. The performance appraisal results of incentive objects are divided into four grades: excellent, good, qualified and unqualified. At that time, the actual number of shares of incentive objects shall be determined according to the corresponding individual level ownership proportion in the following appraisal rating table:
The assessment results are excellent, good, qualified and unqualified
Personal ownership ratio 100% 80% 60% 0%
6、 Application of assessment results
(I) if the company fails to meet the performance assessment requirements at the company level in a certain year, 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 be invalid. (II) if the company level performance assessment of each year meets the standard, the number of restricted shares actually owned by the incentive object in the current year = the number of shares planned to be owned by the individual in the current year × Personal ownership ratio.
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.
7、 Assessment period and times
1. Assessment period
The fiscal year before the incentive object plans to belong to restricted stocks.
2. Assessment times
The assessment year for the first grant of the equity incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once a year.
If the reserved restricted shares are granted in 2022, the assessment year of the reserved grant is the same as that of the first grant; If the reserved part is granted in 2023, the assessment year of the reserved grant is two fiscal years from 2023 to 2024, and the assessment is conducted once a year.
8、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the personnel 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.
9、 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 assessment results, he / she can communicate with the personnel 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 assessment, the assessment results shall be archived and kept by the personnel department as confidential information.
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.
Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors
January 21, 2022
