Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, fully mobilize the enthusiasm of the company’s employees 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, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guide for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws Regulations and normative documents, as well as the relevant provisions of the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of association and the company’s restricted stock 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 company’s incentive and restraint mechanism, ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, 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 restricted stock incentive plan in 2022 with 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, that is, all incentive objects determined by the salary and assessment committee and approved by the board of directors, including management personnel, technical (business) backbone and high potential personnel.
4、 Assessment organization
1. The remuneration and assessment committee of the board of directors is responsible for leading and organizing the assessment of incentive objects.
2. The human resources department of the company is responsible for the specific implementation of the assessment. The human resources department is responsible for and reports to the remuneration and assessment committee of the board of directors.
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 the examination and approval of these measures and the examination results.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
1. The assessment year for the first granting of restricted shares in the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year. Calculate the ownership proportion of the company level in each year according to the completion of the company’s performance assessment indicators. The annual performance assessment objectives at the company level are shown in the table below:
Annual performance assessment indicators corresponding to the attribution period
For the first time to grant restricted shares in 2022, the operating revenue or net profit in 2021 shall be taken as the base, and the growth rate of operating revenue or net profit in the first vesting period in 2022 shall not be less than 35%.
In 2023 when restricted shares are granted for the first time, the operating revenue or net profit in 2021 shall be taken as the base, and the growth rate of operating revenue or net profit in the second attribution period in 2023 shall not be less than 75%.
The first granting of restricted shares in 2024 is based on the operating revenue or net profit in 2021, and the growth rate of operating revenue or net profit in the third attribution period in 2024 is not less than 125%
Note: 1 The above “operating income” is calculated on the basis of the data contained in the consolidated statements audited by an accounting firm with securities and futures practice qualification hired by the company (the same below);
2. The above “net profit” refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, excluding the impact of share based payment expenses of incentive plans in each period (the same below);
3. The above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
2. The assessment year reserved for granting restricted shares in the incentive plan is two fiscal years from 2023 to 2024, one assessment in each fiscal year. Calculate the ownership proportion of the company level in each year according to the completion of the company’s performance assessment indicators. The annual performance assessment objectives at the company level are shown in the table below:
Annual performance assessment indicators corresponding to the attribution period
The 2023 reserved for granting restricted shares is based on the operating revenue or net profit in 2021, and the growth rate of revenue or net profit in the first period of operation in 2023 shall not be less than 75%.
The 2024 reserved for granting restricted shares is based on the operating income or net profit in 2021, and the growth rate of business income or net profit in the second attribution period in 2024 shall not be less than 125%.
According to the above attribution principles, all restricted shares that cannot be attributed to incentive objects shall not be attributed or deferred to the next period, and shall be invalidated.
(II) performance appraisal requirements at the individual level of incentive objects
The company shall conduct performance appraisal on the individual incentive object within the appraisal year, and determine the actual number of shares according to the appraisal results of the incentive object. The performance appraisal results of the incentive object are divided into five grades: excellent a, good B, general C, pass D and fail E. at that time, the actual number of shares of the incentive object will be determined according to the corresponding ownership proportion at the individual level in the following appraisal and rating table:
Excellent personal assessment results a good B General C pass D fail e
Personal ownership ratio 100% 100% 70% 50% 0%
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 will be invalid and cannot be deferred to future years.
6、 Assessment period and times
The evaluation period of part of the incentive plan is three fiscal years from 2022 to 2024, and the performance evaluation at the company level and individual level are evaluated once a year.
7、 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. 8、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the salary and appraisal committee shall notify the appraisee of the appraisal results within 15 working days after the appraisal.
If the appraisee has any objection to his / her assessment results, he / she can communicate with the human resources department for settlement within 5 days after receiving the assessment results. 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 within 20 working days.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the human resources department as confidential information, and the retention period of performance assessment records shall be 5 years. The documents and records exceeding the retention period shall be uniformly destroyed by the human resources department after being approved by the salary and assessment committee.
9、 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 reviewed and approved by the general meeting of shareholders of the company and will be implemented after the restricted stock incentive plan takes effect in 2022.
Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors January 26, 2022
