Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (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 middle-level managers and core technology (business) backbone, and make them work more honestly and diligently, In order to promote the steady and continuous improvement of the company’s performance and 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 Shenzhen Stock Exchange gem (revised in December 2020), the self discipline supervision guide No. 1 of Shenzhen Stock Exchange GEM listed companies – business handling and other relevant laws These measures are formulated in accordance with the relevant provisions of administrative regulations and normative documents, the articles of association and restricted stock incentive plan, and in combination with the actual situation of the company. 1、 Assessment purpose
Further improve the company’s modern corporate governance structure, 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 core technology (business) backbones.
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 department, human resources 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 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.
(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 restricted shares granted by the incentive plan shall be subject to annual performance appraisal in each accounting year corresponding to the vesting period, and the vesting condition of the incentive object shall be to meet the performance appraisal objectives.
The performance assessment objectives at the company level are shown in the table below:
Performance assessment objectives in the attribution period
In the first vesting period, the value of operating income in 2022 shall not be less than 6 billion yuan;
The cumulative operating income of the second attribution period from 2022 to 2023 shall not be less than 13 billion yuan;
The cumulative operating income of the third attribution period from 2022 to 2024 shall not be less than 21 billion yuan.
Note: the above “operating income” is calculated based on the data contained in the audited consolidated statements.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects planned to be vested in the current year shall not be vested or deferred to the next period, and shall be invalid.
(II) performance appraisal requirements at individual level
The individual level performance appraisal of all incentive objects shall be organized and implemented in accordance with the relevant provisions on individual performance appraisal of equity incentive formulated by the company and the relevant provisions on current salary and appraisal of the company, and the actual number of shares shall be determined according to the appraisal results of incentive objects. The performance appraisal results of the incentive object are divided into four 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 result a / excellent B / good C / qualified D / unqualified
Personal ownership ratio 100% 80% 60% 0%
If the company level performance assessment meets the standard, 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 assessment period of restricted shares granted in the incentive plan is three fiscal years from 2022 to 2024. Company level performance appraisal and individual level performance appraisal shall be conducted 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 appraisal committee of the board of directors shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the assessed object has any objection to his / her assessment results, he / she can appeal to the remuneration and assessment committee of the board of directors within 5 working days after receiving the notification of the assessment results. The remuneration and assessment committee of the board of directors can review his / her assessment results according to the actual situation and revise the assessment results according to the review results.
(II) filing of assessment results
1. After the assessment, the human resources 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 archived and kept as confidential information, and the human resources 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.
Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) board of directors February [] 2022
