Anhui Ronds Science & Technology Incorporated Company(688768)
In order to further stimulate the innovation and creativity of enterprises, establish and improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s employees, attract and retain excellent talents, and effectively combine the interests of shareholders, the company and employees, Make all parties concerned about the long-term development of the company. On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, 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 articles of association and the relevant provisions of the company’s restricted stock incentive plan, and in combination with the actual situation of the company, the measures for the administration of the implementation and assessment of Anhui Ronds Science & Technology Incorporated Company(688768) 2022 restricted stock incentive plan (hereinafter referred to as “the 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 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 restricted stock incentive plan, that is, all incentive objects determined by the salary and assessment committee and approved by the board of directors, Some incentive objects granted by the plan for the first time include the company’s core technical personnel and other personnel deemed necessary by the board of directors (excluding directors, senior managers, independent directors, supervisors, foreign employees, shareholders or actual controllers holding more than 5% of shares alone or in total, their spouses, parents and children).
All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and organizing the assessment of incentive objects.
(II) 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.
(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 examination and approval of these measures and the examination results.
5、 Assessment indicators and standards
(I) meet the performance assessment requirements at the company level
The assessment year of this incentive plan is three fiscal years from 2022 to 2024. The performance assessment is conducted and attributed by year, so as to meet the performance assessment objectives as the attribution conditions of incentive objects. Based on the operating income and net profit of 2021, the attribution batch and company level attribution proportion corresponding to the performance assessment objectives of each year are determined according to the growth rate of operating income and net profit of each assessment year. The annual performance evaluation objectives of some restricted stocks granted for the first time in the incentive plan are shown in the table below:
Performance assessment objective a performance assessment objective B corresponding to the attribution period
In the nuclear year, the company level ownership proportion is 100%, and the company level ownership proportion is 80%
Based on the operating income in 2021 and the operating income in 2021,
In the first year, the growth rate of operating revenue in 2022 shall not be lower than that in 2022
The ownership period is 40.00% in 2022, or 32.00% based on the net profit of 2021, or the net profit of 2021 as the base. The growth rate of net profit in 2022 is not less than the number, and the growth rate of net profit in 2022 is not less than 40.00%; 32.00%；
Based on the operating income in 2021 and the operating income in 2021,
In the second year, the growth rate of operating revenue in 2023 shall not be lower than that in 2023
The ownership period is 82.00% in 2023, or 65.60% based on the net profit of 2021, or the net profit of 2021 as the base. The net profit growth rate in 2023 is not less than the number, and the net profit growth rate in 2023 is not less than 82.00%; 65.60% ；
Based on the operating income in 2021 and the operating income in 2021,
Third, the growth rate of operating revenue in 2024 shall not be lower than that in 2024
The attribution period is 136.60% in 2024, or the net profit in 2021 is 109.28% or the net profit in 2021 is the base. The net profit growth rate in 2024 is not low, and the net profit growth rate in 2024 is not less than 136.60%. At 109.28%.
Note: 1 The “net income” and “audited income” of the above accounting firm
Data is the basis of calculation.
2. The above “net profit” is calculated based on the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses. The value of the impact of share based payment expenses arising from the implementation of this equity incentive plan and other equity incentive plans shall be excluded as the calculation basis.
If the reserved part is granted before the disclosure of the company’s third quarter report in 2022, the performance evaluation of the reserved part is consistent with the first grant; If the reserved part is granted after the disclosure of the company’s report of the third quarter of 2022, the performance evaluation year of the reserved part is two fiscal years from 2023 to 2024, and the evaluation is conducted once in each fiscal year. The performance evaluation objectives of each year reserved and granted in this incentive plan are shown in the table below:
Performance assessment objective a performance assessment objective B corresponding to the attribution period
In the nuclear year, the company level ownership proportion is 100%, and the company level ownership proportion is 80%
Taking the operating revenue of 2021 as the base and the operating revenue of 2021 as the base, the growth rate of operating revenue in the first 2023 shall not be lower than that in 2023, and the growth rate of operating revenue in 2023 shall not be lower than 82.00% in the attribution period, or 65.60% based on the net profit of 2021, or the growth rate of net profit in 2023 shall not be lower than that in 2023, The growth rate of net profit in 2023 shall not be less than 82.00%; 65.60% ；
Taking the operating revenue of 2021 as the base and the operating revenue of 2021 as the base, the growth rate of operating revenue in the second 2024 shall not be lower than 136.60% in 2024, or the net profit of 2021 shall be 109.28% or the net profit of 2021 as the base, and the growth rate of net profit in 2024 shall not be lower than the base, The growth rate of net profit in 2024 shall not be less than 136.60%.
At 109.28%.
Note: 1 The above “operating income” and “net profit” are calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the company.
2. The above “net profit” is calculated based on the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses. The value of the impact of share based payment expenses arising from the implementation of this equity incentive plan and other equity incentive plans shall be excluded as the calculation basis.
If the company fails to meet the above performance assessment objective B, 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 become invalid.
(II) meet the performance appraisal requirements of the incentive object at the individual level
The individual level performance appraisal of all incentive objects shall be organized and implemented in accordance with the current relevant provisions 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 three grades: good and above, qualified and unqualified. 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:
The assessment results are good or above, qualified or unqualified
Ownership ratio at individual level: 100%, 80%, 0%
If the performance at the company level fails to meet the performance assessment objective B, the restricted shares planned to belong to all incentive objects in the current period will be invalid.
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 individual planned ownership in the current year × Company level ownership ratio × Personal ownership ratio.
If the restricted shares of all incentive objects that are planned to be vested in the current period cannot be vested or cannot be fully vested 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
(I) assessment period
The company level performance appraisal and individual level performance appraisal correspond to the previous fiscal year of each attribution period.
(II) assessment times
Implement annual assessment, and organize comprehensive assessment and evaluation once every assessment year. The company’s performance and individual performance shall be assessed once every assessment 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 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 appeal to the salary and assessment committee, which shall review and determine the final assessment result within 10 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
(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. Anhui Ronds Science & Technology Incorporated Company(688768) board of directors February 18, 2022
