Capitalonline Date Service Co.Ltd(300846)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
(February 2022)
Capitalonline Date Service Co.Ltd(300846) (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 core team 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”).
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 Listing Rules of Shenzhen Stock Exchange gem and other relevant laws, regulations and normative documents, as well as the Capitalonline Date Service Co.Ltd(300846) articles of association and the relevant provisions of the company’s equity incentive plan, These measures are hereby formulated in combination with 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 company’s 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
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 equity incentive plan and 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 equity incentive plan, including directors, senior managers and core technical (business) personnel of the company.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors of the company is responsible for leading, organizing and reviewing the assessment work specified in these measures, and determining the attribution qualification and number of restricted shares of incentive objects in each attribution period according to the assessment results.
(II) the office of the board of directors, the human resources department and the Finance Department of the company form an assessment working group (hereinafter referred to as the “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 organizations of the company are responsible for the collection and provision of assessment data. Relevant departments should actively cooperate and be responsible for the authenticity and reliability of the data.
(IV) the board of directors of the company is responsible for reviewing the assessment results.
When the remuneration and assessment committee of the board of directors reviews the assessment work of incentive objects and the board of directors reviews the assessment results, relevant related directors shall avoid it.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The attribution assessment year of the first granted part of the incentive plan is four fiscal years from 2022 to 2025, one assessment in each fiscal year.
The annual performance assessment objectives of restricted shares granted for the first time are as follows:
Performance assessment objectives in the attribution period
The first attribution period is based on the operating income value in 2020, and the growth rate of operating income in 2022 will not be less than 61%;
The second attribution period is based on the operating income value in 2020, and the growth rate of operating income in 2023 is not less than 105%;
The third attribution period is based on the operating income value in 2020, and the growth rate of operating income in 2024 will not be less than 160%;
The fourth attribution period is based on the operating income value in 2020, and the growth rate of operating income in 2025 will not be less than 230%.
The annual performance assessment objectives of restricted shares reserved for grant are as follows:
1. If the restricted shares reserved for grant are granted in 2022, the performance assessment objectives of the assessment year and each year are the same as those of the first grant;
2. If the restricted shares reserved for grant are granted in 2023, the vesting assessment year is 2023-2025, and the performance assessment objectives of each year are as follows:
Performance assessment objectives in the attribution period
The first attribution period is based on the operating income value in 2020, and the growth rate of operating income in 2023 will not be less than 105%;
The second attribution period is based on the operating income value in 2020, and the growth rate of operating income in 2024 will not be less than 160%;
The third attribution period is based on the operating income value in 2020, and the growth rate of operating income in 2025 will not be less than 230%.
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.
(II) performance appraisal requirements at individual level
The company’s management, human resources department and relevant business departments will be responsible for scoring the comprehensive evaluation of incentive objects in each evaluation year. The salary and evaluation committee is responsible for reviewing the implementation process and results of the company’s performance evaluation, and determining the ownership proportion of incentive objects according to the audit results. The actual ownership amount of incentive objects in the current year = the planned ownership amount of individuals in the current year × The attributable proportion of individuals in the current year.
The performance evaluation results of incentive objects are divided into four levels, and the evaluation form is applicable to the evaluation objects. At that time, the proportion of incentive objects will be determined according to the following table:
Rating result s + / s a B C
Ownership ratio 100% 100% 0% 0%
The restricted shares that cannot be attributed to the incentive object in the assessment year shall be invalid and shall not be deferred to the next year.
6、 Application of assessment results
(I) if the company fails to meet the performance assessment requirements at the company level in a certain year, 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.
(II) if the annual performance assessment at the company level meets the standard, the actual amount of incentive object in the current year = the amount of individual plan in the current year × The attributable proportion of individuals in the current year.
The restricted shares that cannot be attributed to the incentive object in the assessment year shall be invalid and shall not be deferred to the next year.
7、 Assessment period and times
1. Assessment period
The fiscal year before the incentive object applies for ownership of restricted shares.
2. Assessment times
The assessment year of this equity incentive plan is four fiscal years from 2022 to 2025, with one assessment in each fiscal year.
If the reserved grant part is granted in 2022, the assessment year is the same as the first grant part. If the reserved grant part is granted in 2023, the assessment year is three fiscal years from 2023 to 2025. Assessment shall be conducted once every fiscal year.
8、 Assessment procedure
(I) the financial department of the company shall judge whether it meets the performance assessment indicators of the company in the attribution conditions according to the audited performance of each year;
(II) 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, and forms a performance assessment report on this basis and submits it to the remuneration and assessment committee of the board of directors;
(III) the remuneration and appraisal committee of the board of directors shall review the appraisal results of the incentive objects according to the performance appraisal report. In the process of determining the attribution qualification and quantity of the incentive objects, the relevant affiliated directors shall be avoided;
(IV) the board of directors shall confirm the number of shares that can be attributed to the incentive object according to the incentive plan and assessment results.
9、 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 appraisee has any objection to his assessment results, he can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can submit a written appeal to the remuneration and assessment committee of the board of directors within 5 working days after receiving the notice of assessment results, and the remuneration and assessment committee shall review and determine the final assessment results or grades within 10 working days.
(II) filing of assessment results
After the appraisal, the human resources department of the company shall keep all appraisal records of performance appraisal.
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.
The results of performance appraisal shall be filed and kept as confidential information, and the human resources department shall be responsible for unified destruction three years after the end of the equity incentive plan.
10、 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 equity incentive plan takes effect.
Capitalonline Date Service Co.Ltd(300846) February 15, 2022
