Xi'An Triangle Defense Co.Ltd(300775)
Implementation of restricted stock incentive plan in 2022
Assessment management measures
In order to ensure the smooth progress of the equity incentive plan of Xi'An Triangle Defense Co.Ltd(300775) (hereinafter referred to as the company), further improve the corporate governance structure, form a good and balanced value distribution system, encourage the middle and senior managers and core business and technical backbone of the company to work honestly and diligently, ensure the steady improvement of the company's performance and the realization of the company's development strategy and business objectives, These measures are formulated in accordance with relevant national regulations and 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 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 strategy and business objectives.
2、 Assessment principle
1. Value orientation principle: the work of managers and employees is carried out around the overall goal of the company, with the purpose of creating value and strengthening the value traction of work achievement orientation.
2. Assessment focus principle: the assessment content starts from the key objectives, aims at achieving practical results, does not require everything, and emphasizes the focus of work.
3. Principle of objectivity and Impartiality: emphasize objectivity and impartiality in the contents and procedures of performance appraisal, and make reasonable evaluation on performance through fair procedures based on appraisal standards and records.
3、 Assessment scope
The measures are applicable to all incentive objects determined in the incentive plan. Incentive objects include directors, senior managers and core backbones of the company (including subsidiaries). Excluding independent directors and supervisors of the company. The directors of the company must be elected by the general meeting of shareholders of the company, and the senior managers of the company must be appointed by the board of directors of the company. 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
1. The remuneration and assessment committee of the board of directors is responsible for the organization and implementation of this equity incentive;
2. The human resources department of the company forms an assessment team to take charge of the specific assessment work, and the human resources department is responsible for reporting to the salary and assessment committee;
3. The human resources department, finance department, securities 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, which is supervised by the internal audit department of the company;
4. The board of directors of the company is responsible for reviewing the assessment results.
5、 Performance evaluation indicators and standards
1. Company level performance assessment requirements
The performance evaluation objectives of the first class restricted shares granted for the first time are as follows:
Performance assessment objectives during the lifting of sales restrictions
The first lifting period is based on the net profit in 2020, and the net profit growth rate in 2022 will not be less than 193.53%
The second period of lifting the restrictions on sales is based on the net profit in 2020, and the growth rate of net profit in 2023 will not be less than 281.59%
The third period of lifting the restrictions on sales is based on the net profit in 2020, and the net profit growth rate in 2024 will not be less than 396.07%
Note: the net profit in the assessment year is the net profit after reducing the following two factors: (1) share based payment expenses arising from the stock incentive plan; (2) The interest payable arising from the issuance of convertible corporate bonds by the company in 2021 (the interest accrued according to the accounting standards for business enterprises rather than the interest actually paid). That is, the net profit in the assessment year = (total profit in the assessment year + share based payment expenses in the assessment year + interest payable on convertible corporate bonds in the assessment year) * the income tax rate applicable to the assessment year of the company. (3) The performance targets involved in the lifting of the restrictions on the sale of restricted shares above do not constitute the company's performance prediction and substantive commitment to investors.
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 year and each year of the lifting of the restriction are the same as those of the first grant;
(2) If the restricted shares reserved for grant are granted in 2023, the assessment year for lifting the restrictions on sales is 2023-2024, and the performance assessment objectives of each year are as follows:
Performance assessment objectives during the lifting of sales restrictions
The first sales restriction lifting period is based on the net profit value in 2020, and the net profit growth rate in 2023 will not be less than 281.59%
The second lifting period is based on the net profit in 2020, and the net profit growth rate in 2024 will not be less than 396.07%
Note: the net profit in the assessment year is the net profit after excluding the following two influencing factors: (1) all share based payment expenses involved in the equity incentive plan within the validity period of the company; (2) The interest payable arising from the issuance of convertible corporate bonds by the company in 2021 (the interest accrued according to the accounting standards for business enterprises rather than the interest actually paid). That is, the net profit in the assessment year = (total profit in the assessment year + share based payment expenses in the assessment year + interest payable on convertible corporate bonds in the assessment year) * the income tax rate applicable to the assessment year of the company; (3) The performance targets involved in the lifting of the restrictions on the sale of restricted shares above do not constitute the company's performance prediction and substantive commitment to investors. 2. Performance assessment requirements at individual level
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The company shall confirm the proportion of the incentive object to be released according to the assessment results of the corresponding assessment year. The individual assessment results of incentive objects are divided into "qualified" and "unqualified", and the corresponding lifting proportion of sales restriction is shown in the table below:
Qualified or unqualified individual assessment results
The proportion of lifting sales restrictions at the personal level is 100% 0%
On the premise of the achievement of the company's performance objectives, the number of restricted shares actually lifted by the incentive object in the current year = the number of restricted shares planned to be lifted in the current year × The proportion of sales restrictions lifted at the individual level.
The incentive objects shall release the restricted shares according to the actual number of restricted shares released in the current year, and assess the class I restricted shares that cannot be released in the current year, which shall be repurchased and cancelled by the company according to the sum of the grant price and the deposit interest of the people's Bank of China in the same period.
If the incentive objects are directors and senior managers of the company, such as the company's issuance of shares (including preferred shares) or convertible bonds, which leads to the dilution of the company's immediate return and the need to fulfill the measures to fill the immediate return, as the incentive objects of the incentive plan, the restriction on the sale of restricted shares obtained by individuals shall be lifted in addition to meeting the above conditions for lifting the restriction, It also needs to meet the conditions for the effective implementation of the filling return measures formulated and implemented by the company.
6、 Assessment period and times
The assessment year of the incentive plan is three fiscal years from 2022 to 2024. The performance assessment at the company level and the performance assessment at the individual level are assessed once a year.
7、 Assessment procedure
Under the guidance of the salary and appraisal committee, 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 salary and appraisal committee. The board of directors of the company is responsible for reviewing the appraisal results.
8、 Feedback and application of assessment results
1. The examinee has the right to know his own assessment results, and the remuneration and assessment committee of the board of directors of the company shall notify the examinee of the assessment results within five working days after the end of the assessment;
2. If the examinee has any objection to the assessment results, he can appeal to the remuneration and assessment committee of the board of directors within five working days after receiving the notification of the assessment results. The remuneration and assessment committee of the board of directors of the company can review the assessment results according to the actual situation and revise the assessment results according to the review results;
3. The assessment results shall be used as the basis for the granting and lifting of restricted shares.
9、 Filing of assessment results
1. After the assessment, the human resources department must 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 parties concerned;
3. The results of performance appraisal shall be kept as confidential information for at least 5 years. The remuneration and assessment committee has the right to destroy the documents and records beyond the retention period.
10、 Supplementary Provisions
1. The board of directors of the company shall be responsible for the interpretation, revision and repeal of these measures;
2. The measures shall come into force after being deliberated and approved by the general meeting of shareholders of the company, and the same is true for modification. In case of any conflict between the measures and the latest laws, regulations and rules issued by the regulatory authority, the latest laws, regulations and rules shall prevail;
3. These Measures shall come into force from the date of deliberation and adoption by the general meeting of shareholders.
Xi'An Triangle Defense Co.Ltd(300775) board of directors February 22, 2022
