Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to further improve the corporate governance structure of Hongbo Co.Ltd(002229) (hereinafter referred to as “the company” and ” Hongbo Co.Ltd(002229) “), establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm and creativity of the company’s directors, senior managers and core backbone personnel, 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. The company plans to implement the restricted stock incentive plan in 2022. On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the company has formulated the company’s restricted stock incentive plan for 2022 (Draft) (hereinafter referred to as “the equity incentive plan” or “the incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan, the assessment management 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, administrative regulations, normative documents, the articles of association and the relevant provisions of the equity incentive plan, and in combination with the actual situation of the company.
Article 1 assessment purpose
The purpose of formulating the assessment management measures is to strengthen the planning of the implementation of the company’s equity incentive plan, quantify the specific objectives set by the company’s equity incentive plan, promote the scientific, standardized and institutionalized assessment management of incentive objects, and ensure the realization of various performance indicators of the equity incentive plan; At the same time, guide the incentive object to improve work performance, improve work ability, objectively and fairly evaluate the performance and contribution of employees, and provide objective and comprehensive evaluation basis for the implementation of this incentive plan.
Article 2 assessment principle
(I) adhere to the principles of fairness, impartiality and openness, and assess and evaluate the incentive objects in strict accordance with the assessment management measures;
(II) the assessment index shall be combined with the company’s medium and long-term development strategy and annual business objectives, and with the key work performance, work ability and work attitude of the incentive object.
Article 3 scope of assessment
The assessment management measures are applicable to all incentive objects determined in the incentive plan, specifically including directors, senior managers and core backbone personnel of the company (including subsidiaries), excluding Hongbo Co.Ltd(002229) independent directors and supervisors, as well as shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. For those who meet the scope of incentive objects of the incentive plan, the salary and assessment committee of the board of directors of the company (hereinafter referred to as the “salary committee”) shall draw up a list, which shall be verified and determined by the board of supervisors of the company. All incentive objects must sign labor contracts or employment contracts with the company or its subsidiaries within the assessment period of the incentive plan.
Article 4 assessment organization and executive organization
(I) the Remuneration Committee of the company is responsible for organizing and reviewing the assessment of incentive objects;
(II) the human resources center of the company forms an assessment working group, which is responsible for the specific assessment work under the guidance of the Remuneration Committee. The assessment working group is responsible for and reports to the Remuneration Committee.
(III) the company’s human resources center, financial center and other relevant departments are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and accuracy of the data;
(IV) the board of directors of the company is responsible for the examination and approval of the assessment results.
Article 5 performance appraisal indicators and standards
Whether the rights and interests granted to the incentive object can be lifted will be determined jointly according to the assessment results of the company and the incentive object.
(I) performance assessment requirements at the company level
The incentive plan will assess the company’s performance indicators by year in the fiscal year from 2022 to 2023, so as to achieve the performance assessment goal as one of the conditions for the lifting of sales restrictions of the incentive object in the current year. The performance evaluation objectives of the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Based on the company’s operating income in 2020, the first sales restriction period will be lifted in 2022
The growth rate of operating revenue shall not be less than 15%.
Restricted shares granted for the first time
Based on the company’s operating income in 2020, the second sales restriction period will be lifted in 2023
The growth rate of operating revenue shall not be less than 20%.
Based on the company’s operating income in 2020, the first sales restriction period will be lifted in 2022
The growth rate of operating revenue shall not be less than 15%.
Restricted shares reserved for grant
Based on the company’s operating income in 2020, the second sales restriction period will be lifted in 2023
The growth rate of operating revenue shall not be less than 20%.
Note: the above “operating income” refers to the audited operating income of the listed company.
During the period of lifting the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. If the current performance level of the company fails to meet the performance assessment target conditions during each release period, the restricted shares of all incentive objects that plan to release the restrictions in the corresponding assessment year shall not be released, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the people’s Bank of China in the same period.
(II) performance appraisal requirements at the individual level of incentive objects:
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The individual assessment and evaluation results of incentive objects are divided into “qualified” and “unqualified”.
On the premise of the achievement of the company’s performance objectives, if the individual evaluation result of the incentive object in the previous year reaches “qualified”, the incentive object will lift the restriction on the sale of all the restricted shares it plans to lift in the current year according to the proportion specified in the incentive plan; If the individual assessment result of the incentive object in the previous year is “unqualified”, the restricted shares that the incentive object plans to lift the restriction in the corresponding assessment year shall not be lifted, and the restricted shares that the incentive object cannot lift the restriction shall be repurchased and cancelled by the company at the grant price.
Article 6 assessment procedure
Under the guidance of the Remuneration Committee, the human resources center 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 for review. The board of directors of the company is responsible for the approval of the assessment results.
Article 7 assessment period and times
(I) assessment period
The fiscal year prior to the lifting of restrictions on the sale of restricted shares in each period of incentive objects.
(II) assessment times
The assessment year of the equity incentive plan is two fiscal years from 2022 to 2023, and the assessment is conducted once a year. Article 8 management of assessment results
(I) feedback, appeal and application of assessment results
1. After each assessment, the human resources center of the company shall notify the assessed object or the person in charge of his department of the assessment results within 5 working days.
2. If the appraisee has any objection to the appraisal results, he can communicate with the company’s Human Resources Center for settlement. If it cannot be solved through communication, the appraisee can appeal to the salary committee within 5 working days after receiving the notice of the appraisal results. The salary committee will review the appraisal results according to the actual situation within 10 working days after receiving the appeal, and make a final decision according to the review results. This decision is the final appraisal result of the appraisee.
3. The assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment records
1. After the assessment, the human resources center of the company shall keep all assessment records of performance assessment. The assessment results shall be kept as confidential information.
2. 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.
3. The retention period of performance appraisal records is 5 years. The documents and records beyond the retention period shall be uniformly destroyed by the company’s human resources center.
Article 9 supplementary provisions
(I) the board of directors of the company is responsible for formulating, interpreting and revising the assessment management measures.
(II) if the relevant provisions in the assessment management measures conflict with the relevant national laws, administrative regulations, normative documents and the equity incentive plan, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the provisions of the equity incentive plan. If there is no explicit provision in the assessment management measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and the equity incentive plan.
(III) the assessment management measures shall be implemented after the deliberation and approval of the general meeting of shareholders and the effectiveness of the equity incentive plan.
Hongbo Co.Ltd(002229) board of directors January 24, 2002
