Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to ensure the smooth progress of the company's equity incentive plan, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the company's directors, senior managers and managers and technical (business) personnel who have a direct impact on the company's business performance and future development to work honestly and diligently, and ensure the steady improvement of the company's performance, To ensure the realization of the company's development strategy and business objectives, these measures are formulated in accordance with relevant national regulations and 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
Based on the principles of openness, fairness and impartiality, the assessment and evaluation shall be conducted in strict accordance with the measures and the performance of the incentive 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 plan, including directors, senior managers, managers and technical (business) personnel who have a direct impact on the company's business performance and future development.
4、 Assessment organization
1. The remuneration and assessment committee of the board of directors (hereinafter referred to as the "Remuneration and assessment committee") is responsible for leading and reviewing the assessment of incentive objects.
2. The human resources department of the company organizes the assessment team to be responsible for the specific implementation of the assessment. The assessment working group is responsible to the board of directors and reports relevant work to the remuneration and assessment committee.
3. The human resources 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.
4. The board of directors of the company is responsible for reviewing the assessment results.
5、 Performance evaluation indicators and standards
1. Performance appraisal requirements of incentive objects at the company level
The incentive plan takes the net profit of 2020 as the performance base, evaluates the growth rate of the net profit of each assessment year compared with the net profit of 2020, and determines the ownership proportion at the company level according to the completion of the above indicators.
Part of the assessment years granted for the first time are three fiscal years from 2022 to 2024, with one assessment in each fiscal year. The proportion of attribution coefficient at the company level is determined according to the completion of annual performance assessment objectives, and some annual performance assessment objectives are awarded for the first time, as shown in the table below:
Annual performance assessment indicators in the vesting period
The first attribution period in 2022 is based on the net profit in 2020, and the growth rate of net profit in 2022 is no less than 65%
The second attribution period in 2023 is based on the net profit in 2020, and the growth rate of net profit in 2023 is no less than 85%
The third attribution period in 2024 is based on the net profit in 2020, and the net profit growth rate in 2024 is not less than 100%
Note: the above "net profit" shall be subject to the audited consolidated statement of the accounting firm, which refers to the net profit belonging to the listed company, and the value excluding the impact of share based payment expenses of all incentive plans of the company and its subsidiaries within the validity period shall be used as the calculation basis (the same below).
If the restricted shares reserved for grant in the incentive plan are granted in 2022, the assessment arrangements of the reserved performance assessment years and each assessment year are the same as those of the first grant.
If the restricted shares reserved for grant in the incentive plan are granted in 2023, the assessment year of the restricted shares reserved for grant is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the specific assessment objectives are as follows:
Annual performance assessment indicators in the vesting period
The first attribution period in 2023 is based on the net profit in 2020, and the growth rate of net profit in 2023 is no less than 85%
The second attribution period in 2024 is based on the net profit in 2020, and the growth rate of net profit in 2024 is not less than 100%
If the company fails to meet the above performance appraisal objectives, all restricted shares of all incentive objects that are planned to belong in the current year will be cancelled and invalidated.
2. Performance appraisal requirements at the individual level of incentive objects
The individual level performance appraisal of the incentive object shall be organized and implemented in accordance with the current relevant provisions of the company. The salary and appraisal committee will score the comprehensive appraisal of the incentive object in each appraisal year, and determine the actual number of shares according to the performance appraisal results of the incentive object. The details are as follows:
The assessment results are excellent, good, qualified, to be improved and unqualified
Ownership ratio at individual level: 100%, 80%, 0%
If the company level performance assessment meets the standard, the amount 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 individual performance appraisal of the incentive object in the current year fails to meet the standard (i.e. the appraisal result is "to be improved" and "unqualified"), the number of restricted shares actually owned by the incentive object in the current year is zero. The rights and interests of the restricted shares that the incentive object plans to belong to in the current period that cannot be attributed or cannot be fully attributed due to assessment reasons shall be invalid and shall not be deferred to future years.
If the company / or the company's shares change due to the economic situation, market conditions and other factors, it is difficult to continue to implement the incentive plan to achieve the incentive purpose, the board of directors and / or the general meeting of shareholders may decide to cancel the ownership of a batch / batches of restricted shares that have not been vested in the incentive plan or terminate the restricted stock incentive plan after deliberation and confirmation.
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 vesting period of restricted shares in the incentive plan shall be once a year.
7、 Attribution
1. The remuneration and appraisal committee of the board of directors shall determine the attribution qualification and number of 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
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources 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、 Feedback and application of assessment results
1. The examinee has the right to know his own assessment results, and the salary and assessment committee shall notify the examinee of the assessment results within five working days after the end of the assessment;
2. If the examinee has any objection to the assessment results, he can appeal to the remuneration and assessment committee of the board of directors within five working days after receiving the assessment notice. The remuneration and assessment committee can review the assessment results according to the actual situation and revise the assessment results according to the review results;
3. The assessment results shall be used as the basis for the ownership of restricted stocks.
10、 Filing of assessment results
1. After the assessment, the human resources department must 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 revised or re recorded, they must be signed by the parties concerned.
3. The results of performance appraisal shall be kept as confidential information for at least 3 years.
11、 Supplementary Provisions
1. 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.
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.
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors January 24, 2022
