Administrative measures for the assessment of the implementation of the fourth stock option and restricted stock incentive plan
Pnc Process Systems Co.Ltd(603690)
The fourth stock option and restricted stock incentive plan
Implementation of assessment management measures
In order to ensure the smooth progress of the company’s fourth stock option and restricted stock incentive plan (hereinafter referred to as “this incentive plan”), further improve the corporate governance structure, form a good and balanced value distribution system, encourage the middle and senior managers and core technical (business) personnel of the company to work honestly and diligently, and ensure the steady improvement of the company’s performance, Ensure the realization of the company’s development strategy and business objectives. 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 and the relevant provisions of the articles of association, and in combination with the actual situation of the company, these measures are hereby formulated.
1、 General provisions
1.1 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 object, so as to realize the close combination of the equity incentive plan and the work performance and contribution of the incentive object.
1.2 these measures are applicable to all incentive objects determined by the company’s fourth stock option and restricted stock incentive plan.
2、 Responsibility and authority
2.1 the remuneration and assessment committee of the board of directors of the company is responsible for leading, organizing and reviewing the assessment work of the measures.
2.2 The Human Resources Department of the company is responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors. 2.3 the office of the board of directors, human resources department, finance department and other relevant departments of the company are responsible for assisting in relevant assessment work, including the collection and provision of relevant data. Relevant departments shall actively cooperate and be responsible for the authenticity and reliability of the data provided.
2.4 the board of directors of the company is responsible for reviewing the assessment results.
3、 Assessment object
All incentive objects participating in the fourth stock option and restricted stock incentive plan of the company.
4、 Performance appraisal indicators and standards
Whether the rights granted to the incentive object can be exercised / the restriction on sales can be lifted will be jointly determined 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 2022-2024 to achieve
Administrative measures for the assessment of the implementation of the fourth stock option and restricted stock incentive plan
Take the performance appraisal target as one of the conditions for the exercise / 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 of exercise / release of restrictions
In the first exercise period / 2022, the net profit reached RMB 180 million
The first lifting of the restriction period
Stock options granted for the first time / second exercise period / net profit of RMB 230 million in 2023
The second release period of restricted shares
In the third exercise period / 2024, the net profit reached 360 million yuan
The third release period
In the first exercise period / 2022, the net profit reached RMB 180 million
Reserved stock options granted / the first release period
Restricted stock (if the second exercise period is reserved / the net profit in 2023 will reach RMB 230 million)
(partially granted in 2022) the second release period
In the third exercise period / 2024, the net profit reached 360 million yuan
The third release period
Stock options reserved for grant / first exercise period / net profit of RMB 230 million in 2023
Restricted shares (if the first period for lifting restrictions is reserved)
Part will be granted in 2023) the second exercise period / the net profit in 2024 will reach 360 million yuan
The second release period
Note 1: the net profit mentioned in the above table refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses and excluding the impact of equity incentive as the calculation basis;
Note 2: the incentive cost of the current stock will be included in the current incentive plan.
During the exercise period / release period, the company shall handle the exercise / release of restrictions for incentive objects that meet the exercise conditions / release conditions. If the current performance level of the company fails to meet the performance assessment target conditions during each exercise period / lifting the restriction period, the stock options of all incentive objects corresponding to the exercisable rights in the current year shall not be exercised and shall be cancelled by the company; The restricted shares that can be lifted shall not be lifted, but shall be repurchased and cancelled by the company according to the sum of the grant price and the deposit interest of the bank in the same period. (II) performance assessment requirements at the individual level
The individual assessment of the incentive object shall be implemented according to the relevant internal evaluation system of the company. The individual assessment and evaluation results of incentive objects are divided into four grades: “excellent”, “good”, “qualified” and “unqualified”, and the corresponding individual exercise / release restriction coefficients are shown in the table below:
Score above 85 (inclusive) 70-84 60-69 below 60 (exclusive)
The evaluation results are excellent, good, qualified and unqualified
Exercise coefficient / 100% 80% 0%
Proportion of sales restrictions lifted
Individual exercisable limit in the current year = individual planned exercisable limit in the current year × Exercise coefficient
The individual can lift the sales restriction limit in the current year = the individual plans to lift the sales restriction limit in the current year × Proportion of sales restrictions lifted
On the premise of the achievement of the company’s performance objectives, the incentive object shall exercise or terminate the rights in accordance with the proportion specified in the equity incentive plan
Administrative measures for the assessment of the implementation of the fourth stock option and restricted stock incentive plan
In addition to restricting the sale of restricted shares granted to it; If the individual evaluation results of the incentive object in the previous year are “qualified” and “unqualified”, the stock options of the incentive object corresponding to the exercisable right in the assessment year shall not be exercised, or the restricted shares that can be lifted in the assessment year shall not be lifted.
The stock options that cannot be exercised by the incentive object shall be cancelled by the company; The restricted shares that cannot be released by the incentive object shall be repurchased and cancelled by the company according to the sum of the grant price and the deposit interest of the bank in the same period.
5、 Assessment procedure
The human resources department of the company is responsible for the specific assessment work under the guidance of the remuneration and assessment committee, save the assessment results and submit them to the remuneration and assessment committee. The board of directors of the company is responsible for the review of the assessment results.
6、 Assessment period and times
6.1 assessment period: the fiscal year before the exercise of stock options and the lifting of restrictions on the sale of restricted shares of incentive objects.
6.2 assessment times: once a year during the equity incentive period.
7、 Assessment result management
7.1 feedback of assessment results: the examinee has the right to know his own assessment results, and the employee’s direct supervisor shall notify the examinee of the assessment results within five working days after the end of the assessment.
7.2 appeal of assessment results: if the examinee has any objection to the assessment results, it shall first be solved through communication with the direct supervisor or the human resources department. If it cannot be properly solved, the assessed can appeal to the remuneration and assessment committee of the board of directors. The committee shall review the complainant’s appeal request and determine the final assessment result or grade within 10 days from the date of receiving the appeal.
7.3 filing of assessment results: the assessment results serve as the basis for the exercise of stock options and the lifting of restrictions on the sale of restricted shares. After the assessment, the assessment results shall be archived and kept by the human resources department as confidential information. The retention period of performance appraisal records is 10 years.
8、 Supplementary Provisions
8.1 the measures shall be formulated, interpreted and revised by the board of directors.
8.2 the measures shall be implemented from the date of deliberation and approval by the general meeting of shareholders and after the equity incentive plan takes effect.
Pnc Process Systems Co.Ltd(603690) board of directors February 7, 2022
