Maxscend Microelectronics Company Limited(300782)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Maxscend Microelectronics Company Limited(300782) (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, form a good and balanced value distribution system, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s key employees and core teams, and make them work more honestly and diligently, so as to promote the steady and continuous improvement of the company’s performance, To ensure the realization of long-term development strategy and business objectives, the company plans to implement the restricted stock incentive plan in 2022 (hereinafter referred to as “restricted stock incentive plan” or “incentive plan”).
In order to ensure the smooth promotion and orderly implementation of the restricted stock incentive plan, Now, 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 incentives of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws, administrative regulations and normative documents, as well as the articles of association These measures are formulated in accordance with the relevant provisions of the restricted stock incentive plan and in combination with the actual situation of the company.
1、 Assessment purpose
Further improve the corporate governance structure of the company, establish and improve the company’s long-term incentive and restraint mechanism, ensure the smooth implementation of the company’s restricted stock 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 long-term development strategy and business objectives.
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 restricted stock incentive plan with the work performance and contribution of the incentive objects, so as to improve the overall performance scale 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 the company’s middle-level managers and technical (business) backbone personnel.
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 company’s securities investment department, personnel administration department and finance department form an assessment working group to be responsible for the specific implementation of the assessment. The assessment working group is responsible for and reports to the remuneration and assessment committee of the board of directors.
(III) the personnel administration 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 the final review of the assessment results.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The first assessment year of the incentive plan is four fiscal years from 2022 to 2025, with one assessment in each fiscal year. The operating income value or cumulative operating income value of each assessment year shall be assessed, and the performance assessment objectives of each year awarded for the first time are arranged as follows:
Company level performance assessment objectives in the attribution period
Attribution proportion
The value of operating revenue in 2022 shall not be less than 5.8 billion yuan, 100%
first
During the vesting period, the value of operating income in 2022 shall not be less than 4.6 billion yuan, less than 5.8 billion yuan, 80%
The value of operating revenue in 2022 is less than 4.6 billion yuan 0
The cumulative value of operating revenue in the two years from 2022 to 2023 shall not be less than 12.7 billion yuan, 100%
the second
The cumulative value of operating income in the two years from 2022 to 2023 shall not be less than 10.2 billion yuan, less than 12.7 billion yuan, 80%
The cumulative value of operating revenue in the two years from 2022 to 2023 is less than 10.2 billion yuan 0
The cumulative value of operating revenue in the three years from 2022 to 2024 shall not be less than 21.1 billion yuan, 100%
Third
The cumulative value of operating income in the three years from 2022 to 2024 shall not be less than 16.9 billion yuan, less than 21.1 billion yuan 80%
The cumulative value of operating revenue in the three years from 2022 to 2024 is less than 16.9 billion yuan 0
The cumulative value of operating revenue in the four years from 2022 to 2025 shall not be less than 31.1 billion yuan, 100%
Fourth
The cumulative value of operating income in the four years from 2022 to 2025 shall not be less than 24.9 billion yuan, less than 31.1 billion yuan and 80%
The cumulative value of operating revenue in the four years from 2022 to 2025 is less than 24.9 billion yuan 0
Note: the above “operating income” is calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the company. “Not less than” includes this number, and “less than” does not include this number.
The assessment year of the reserved grant part of the incentive plan is four fiscal years from 2023 to 2026, and one assessment is made in each fiscal year. The cumulative value of operating income in each assessment year is assessed, and the performance assessment objectives of each year are arranged as follows:
Company level performance assessment objectives in the attribution period
Attribution proportion
The cumulative value of operating revenue in the two years from 2022 to 2023 shall not be less than 12.7 billion yuan, 100%
first
The cumulative value of operating income in the two years from 2022 to 2023 shall not be less than 10.2 billion yuan, less than 12.7 billion yuan, 80%
The cumulative value of operating revenue in the two years from 2022 to 2023 is less than 10.2 billion yuan 0
The cumulative value of operating revenue in the three years from 2022 to 2024 shall not be less than 21.1 billion yuan, 100%
the second
The cumulative value of operating income in the three years from 2022 to 2024 shall not be less than 16.9 billion yuan, less than 21.1 billion yuan 80%
The cumulative value of operating revenue in the three years from 2022 to 2024 is less than 16.9 billion yuan 0
The cumulative value of operating revenue in the four years from 2022 to 2025 shall not be less than 31.1 billion yuan, 100%
Third
The cumulative value of operating income in the four years from 2022 to 2025 shall not be less than 24.9 billion yuan, less than 31.1 billion yuan and 80%
The cumulative value of operating revenue in the four years from 2022 to 2025 is less than 24.9 billion yuan 0
The cumulative value of operating revenue in the five years from 2022 to 2026 shall not be less than 43.1 billion yuan, 100%
Fourth
The cumulative value of operating income in the five years from 2022 to 2026 shall not be less than 34.5 billion yuan, less than 43.1 billion yuan and 80%
The cumulative value of operating revenue in the five years from 2022 to 2026 is less than 34.5 billion yuan 0
Note: the above “operating income” is calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the company.
“Not less than” includes this number, and “less than” does not include this number.
(II) performance appraisal requirements at individual level
The salary and assessment committee will conduct a comprehensive assessment and evaluation on the individual level performance assessment of the incentive object, and determine the actual number of shares according to the assessment results of the incentive object. The performance appraisal results of the incentive object are divided into three grades: A / B, C and D. 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:
Assessment results a / b c d
Personal ownership ratio 100% 80% 0
The number of restricted shares actually owned by the incentive object in the current year = the number of individual planned ownership in the current year × Company level ownership ratio × 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.
If the company / company’s shares change due to economic situation, market conditions and other factors, and 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 or terminate the incentive plan for a batch / batches of restricted shares that have not been vested in the incentive plan after deliberation and confirmation.
6、 Assessment period and times
The assessment period for the first granting of restricted shares in this incentive plan is four fiscal years from 2022 to 2025, and the assessment period for some reserved restricted shares is four fiscal years from 2023 to 2026. The performance appraisal year at the individual level is consistent with that at the company level.
7、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the personnel administration 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 employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the examinee has any objection to his assessment results, he can communicate with the personnel administration department or the securities investment 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 5 working days.
(II) filing of assessment results
1. After the assessment, the HR & Admin department shall 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 modified or re recorded, they must be signed by the assessment recorder.
3. The results of performance appraisal shall be filed and kept as confidential information, and the personnel administration department shall be responsible for unified destruction three years after the end of the 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 restricted stock incentive plan takes effect in 2022.
Maxscend Microelectronics Company Limited(300782) board of directors January 27, 2022
