Shanghai Golden Bridge Infotech Co.Ltd(603918)
2022 stock option and restricted stock incentive plan
Implementation of assessment management measures
February, 2002
Shanghai Golden Bridge Infotech Co.Ltd(603918) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the company’s long-term incentive mechanism, improve the company’s salary assessment system, lay a solid talent foundation for the company to better implement the strategic layout in the future, fully mobilize the enthusiasm of the company’s middle-level and management backbone, core technology / core business personnel, and enhance the cohesion of the company, And provide a good incentive platform for stabilizing excellent talents and enhance the competitiveness 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 has formulated the Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “the equity incentive plan” or “the incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan of the company, these measures are hereby formulated 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.
Article 1 assessment purpose
Further improve the corporate governance structure, 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.
Article 2 assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with the measures and the performance, ability and attitude of the assessment objects. The assessment and evaluation shall combine quantitative and qualitative assessment, so as to realize the close combination of 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.
Article 3 scope of assessment
The measures are applicable to all incentive objects determined in the incentive plan, specifically including the middle-level and management backbone and core technology / core business personnel of the company (including subsidiaries), excluding Shanghai Golden Bridge Infotech Co.Ltd(603918) independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total, their spouses, parents and children. All incentive objects must work in the company or subsidiaries within the assessment period of the incentive plan and have signed labor contracts or employment contracts with the company or subsidiaries.
Article 4 assessment organization and executive organization
(I) the remuneration and assessment committee of the board of directors (hereinafter referred to as the “Remuneration Committee”) is responsible for leading and reviewing the assessment of incentive objects;
(II) the company’s human resources department, finance department, internal audit department and the office of the board of directors form an assessment team to be responsible for the specific assessment work. The assessment working group shall be responsible for and report to the Remuneration Committee;
(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 reviewing the assessment results.
Article 5 performance appraisal indicators and standards
Whether the incentive objects can be released or not will be determined according to the appraisal results of the company.
(I) performance assessment requirements at the company level
The incentive plan assesses the company’s performance indicators annually in the fiscal year from 2022 to 2024, and takes meeting the performance assessment objectives as one of the conditions for the exercise / lifting of restrictions on sales of the incentive object in the current year. The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives of exercise / release of restrictions
The first exercise period / based on the net profit in 2020, the net profit growth in 2022 and the rate of lifting the sales restriction period shall not be less than 35%
The second exercise period granted for the first time / based on the net profit in 2020, the net profit growth in 2023, and the rate of stock option / restricted stock release period shall not be less than 50%
The third exercise period / based on the net profit in 2020, the net profit growth in 2024 and the rate of lifting the sales restriction period shall not be less than 70%
The first vesting period / based on the net profit in 2020, the rate of lifting the sales restriction period reserved for the increase of net profit in 2023 shall not be less than 50%
The second exercise period of stock options / restricted stocks / based on the net profit in 2020, the net profit growth in 2024 and the rate of lifting the restriction period shall not be less than 70%
Note: the net profit used in the calculation of the above indicators is the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the value excluding the impact of share based payment expenses of this and other employee incentive plans is used as the calculation basis.
During the exercise / release of restrictions, the company will handle the exercise / release of restrictions for incentive objects that meet the exercise / release of restrictions. If the company’s current performance level fails to meet the performance assessment target conditions during each exercise / lifting of restriction, all incentive objects shall not exercise / lift the restriction on the stock options / restricted shares planned to be exercised / lifted in the current year. The company shall cancel the current planned exercise share of the stock option of the incentive object; The company shall repurchase and cancel the current plan to lift the restricted shares at the grant price.
(II) assessment requirements at incentive object level
The individual level assessment of the incentive object shall be organized and implemented in accordance with the relevant provisions of the current assessment of the company. The individual performance evaluation of incentive objects is divided into four grades: A, B, C and D.
Qualified or unqualified assessment results
Performance evaluation a B C D
Exercise / release restriction coefficient 100% 80% 60% 0
The above assessment criteria are more than 90 points (inclusive) for level a, 80-89 points for level B, 60-79 points for Level C and less than 59 points (inclusive) for level D.
Individual exercisable right / lifting of sales restriction limit in the current year = individual planned exercise / lifting of sales restriction limit in the current year × Exercise / release restriction coefficient
On the premise of the achievement of the company’s performance objectives, if the individual performance appraisal result of the incentive object in the previous year is qualified, the incentive object can exercise the right / lift the sales restriction according to the proportion specified in the plan; If the individual performance appraisal result of the incentive object in the previous year is unqualified, the incentive object shall not exercise / lift the restrictions on the sale of stock options / restricted shares planned to be exercised / lifted in the corresponding appraisal year.
If the incentive object fails to exercise the stock option, the company shall cancel it; The restricted shares that the incentive object fails to lift the restriction on sale shall be repurchased and cancelled by the company at the grant price.
Article 6 assessment period and times
(I) assessment period
The fiscal year prior to the exercise of each stock option or the lifting of restrictions on the sale of restricted shares.
(II) assessment times
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, which is assessed once a year.
Article 7 assessment procedure
Under the guidance of the Remuneration Committee, the human resources department and other relevant departments of the company are responsible for the specific assessment work, save the assessment results, form a performance assessment report on this basis and submit it to the Remuneration Committee. The board of directors of the company is responsible for the review of the assessment results.
Article 8 management of assessment results
(I) feedback and application of assessment results
1. 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.
2. 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 Remuneration Committee, which shall review and determine the final assessment result or grade within 10 working days.
3. The assessment results shall be used as the basis for the exercise of stock options or the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment records
1. After the assessment, the human resources department shall keep all assessment records of performance assessment;
2. The results of performance appraisal shall be filed and kept as confidential information for three years after the end of the incentive plan. Article 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 shall be implemented on the date when they are deliberated and adopted by the general meeting of shareholders of the company and after the equity incentive plan takes effect. Shanghai Golden Bridge Infotech Co.Ltd(603918) board of directors February 21, 2002
