Yijiahe Technology Co.Ltd(603666)
Management measures for the assessment of the implementation of stock option and restricted stock incentive plan in 2022
Yijiahe Technology Co.Ltd(603666) (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, attract and retain professional management, core technology and business talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively The interests of the company and the core team are combined to make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, The company has formulated the Yijiahe Technology Co.Ltd(603666) 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, the 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
The purpose of formulating these measures is to strengthen the planning of the implementation of the company’s equity incentive plan, quantify the specific objectives set by the company’s equity incentive plan, promote the scientific, standardized and institutionalized assessment management of incentive objects, and ensure the realization of various performance indicators of the company’s equity incentive plan; At the same time, guide the incentive object to improve work performance, improve work ability, objectively and fairly evaluate the performance and contribution of employees, so as to provide objective and comprehensive evaluation basis for the implementation of this incentive plan. Article 2 assessment principle
(I) adhere to the principles of fairness, impartiality and openness, and evaluate the incentive objects in strict accordance with these measures;
(II) combination of assessment indicators with the company’s medium and long-term development strategy and the company’s annual business objectives; Combine with the key work performance, work ability and work attitude of the incentive object.
Article 3 scope of assessment
The measures are applicable to all incentive objects determined in the incentive plan, specifically including directors, senior managers and core management / technical / business personnel of the company (including subsidiaries, the same below), excluding shareholders or actual controllers holding more than 5% of shares alone or in total, their spouses, parents and children, as well as independent directors and supervisors of the company. Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must sign labor contracts or employment contracts with the company or subsidiaries within the assessment period of the incentive plan. 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 the organization and implementation of this equity incentive;
(II) the human resources department of the company is responsible for the specific assessment and reporting to the Remuneration Committee;
(III) the company’s human resources department, finance department and other relevant departments 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. 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
In the fiscal year 2022-2024, the incentive plan will assess the company’s performance indicators by year, so as to achieve the performance assessment target as one of the conditions for the exercise / lifting of restrictions on sales of the incentive object in the current year.
For stock options and restricted stocks granted for the first time, the performance assessment objectives at the company level are shown in the table below:
Performance assessment objectives of exercise / release of restrictions
The first exercise period is based on the operating income in 2020, and the operating income will increase in 2022
/The long period rate of lifting the restrictions on sales shall not be less than 60%
Stock options granted for the first time
The second exercise period is based on the operating income in 2020, and the operating income will increase in 2023
/The ratio of restricted stock / lifting the restriction on sale period shall not be less than 90%
The third exercise period is based on the operating income in 2020, and the operating income will increase in 2024
/The long period rate of lifting the restrictions on sales shall not be less than 120%
If the reserved stock options and restricted shares are authorized or granted in 2022, the performance assessment objectives at the company level of the reserved part are consistent with those of the first grant.
If the reserved stock options and restricted shares are authorized or granted in 2023, the performance evaluation objectives at the company level of the reserved part are as follows:
The first exercise period / based on the operating revenue in 2020, the growth rate of operating revenue in 2023
The release period of stock options reserved for grant shall not be less than 90%
/Restricted stocks are based on the operating income in 2020 and the growth rate of operating income in 2024
Second exercise period/
The period of lifting the restriction on sales shall not be less than 120%
Note: the above “operating income” refers to the audited operating income of the company.
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 / release period, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised, the company shall cancel the exercisable shares of stock options of incentive objects in the current period, and the restricted shares of all incentive objects corresponding to the exercisable rights in the assessment year shall not be released, The company shall buy back and cancel according to the sum of the grant price and the deposit interest of the people’s Bank of China in the same period.
(II) performance appraisal requirements at the individual level of incentive objects
The individual level assessment of incentive objects shall be implemented according to the relevant internal assessment systems of the company. According to the annual performance appraisal results, the individual performance appraisal results are divided into five grades: a +, a, B, C and D.
Performance evaluation a +, a B C D
Exercise / release restriction coefficient 100% 0%
On the premise of achieving the performance objectives at the company level, the individual’s exercisable limit in the current year = the individual’s planned exercisable limit in the current year × Exercise coefficient.
On the premise that the company level performance objectives are achieved, 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 × Lift the sales restriction coefficient.
The stock options that the incentive object fails to exercise in the current year shall be cancelled by the company. The restricted shares of the incentive object that cannot be lifted in the current year shall be repurchased and cancelled by the company according to the grant price. Article 6 assessment procedure
Under the guidance of the remuneration 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 Committee of the board of directors. The board of directors of the company is responsible for reviewing the appraisal results. Article 7 assessment period and times
The assessment period of this 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. 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 / her appraisal results, he / she 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. The assessment results shall be kept as confidential information.
2. In order to ensure the effectiveness of the performance record, no alteration is allowed on the performance record. If it is to be modified or re recorded, it must be signed by the party concerned.
3. The retention period of performance appraisal records is 5 years. The documents and records beyond the retention period shall be uniformly destroyed by the Remuneration Committee of the board of directors of the company. Article 9 supplementary provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures.
(II) if the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan. If there is no explicit provision in these measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and this equity incentive plan.
(III) these 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.
Yijiahe Technology Co.Ltd(603666) board of directors February 21, 2022
