China Resources Microelectronics Limited(688396)
Type II restricted stock incentive plan in 2021
Implementation assessment measures (Revised Version)
February, 2002
China Resources Microelectronics Limited(688396) (hereinafter referred to as ” China Resources Microelectronics Limited(688396) ” or “the company”) in order to establish an incentive mechanism closely linked to the company’s performance and long-term strategy, improve the overall salary system and lay a competitive advantage of human resources for the long-term sustainable development of the company’s performance, The China Resources Microelectronics Limited(688396) 2021 type II restricted stock incentive plan (Revised Draft) (hereinafter referred to as “restricted stock incentive plan” or “this incentive plan”) is hereby formulated. In order to ensure the smooth implementation of the restricted stock incentive plan, in accordance with the securities law of the people’s Republic of China and other relevant laws and regulations and the relevant provisions of the China Resources Microelectronics Limited(688396) articles of association, and in combination with the company’s internal performance evaluation management system, the measures for the implementation and evaluation of the restricted stock incentive plan (Revised Version) is hereby formulated.
1、 General provisions
(I) purpose
Further improve the corporate governance structure, improve the corporate incentive and restraint mechanism, ensure the smooth implementation of the restricted stock incentive plan, and give full play to the incentive role of the restricted stock incentive plan to the greatest extent, so as to realize the sustainable development of the company and bring more efficient and sustainable returns to shareholders.
(II) principle
The assessment and evaluation must adhere to the principles of fairness, fairness and openness, conduct objective evaluation in strict accordance with these measures and the work performance of the assessment object, and realize the close combination of equity incentive with my work performance and behavior performance.
(III) assessment object
These measures are applicable to all incentive objects determined by the restricted stock incentive plan, that is, directors, senior managers Core management and business backbone personnel and other personnel deemed necessary by the board of directors (excluding independent directors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children), as well as incentive objects reserved for grant. 2、 Responsibility and authority of assessment organization
(I) the board of directors of the company is responsible for formulating and revising the measures, and authorizes the remuneration and assessment committee of the board of directors to be responsible for the assessment;
(II) the remuneration and assessment committee of the board of directors of the company is responsible for leading and reviewing the assessment work;
(III) the remuneration and assessment committee of the board of directors shall authorize the human resources department of the company to be responsible for the specific implementation of the assessment, and the remuneration and assessment committee of the board of directors shall guide and supervise the assessment process;
(IV) the human resources department, finance department and other relevant business departments of the company are responsible for the collection and provision of assessment data, and are responsible for the authenticity and reliability of the data.
3、 Assessment system
(I) assessment contents
The company advocates a high-performance oriented culture, evaluates the company’s performance and the work performance and values of the appraisees, and promotes the continuous improvement and promotion of the performance of the company and the appraisees.
(II) assessment items and indicators
The assessment indicators of restricted stock incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
At the level of performance assessment, the company, in accordance with the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises, the guidelines for the implementation of equity incentive work of listed companies controlled by central enterprises and other relevant laws, regulations and normative documents, and in combination with the market practice of state-owned enterprises, the practice of science and innovation board industry and the characteristics of the company, The return on net assets and the return on net assets of the parent company are selected as the assessment indicators of the parent company.
In addition to the performance appraisal at the company level, the company also sets strict performance appraisal indicators for individuals. For the company’s directors, senior managers and other incentive objects at the same level, The assessment shall be conducted in accordance with the provisions of China Resources Group (Microelectronics) Co., Ltd. on the performance assessment of senior managers of subsidiaries and the relevant requirements of China Resources (Group) Co., Ltd. on the annual performance assessment indicators of senior managers of three-level subsidiaries. Other incentive objects of the company shall be assessed according to the performance assessment indicators specified in the company’s internal performance assessment management system.
If the position of the incentive object changes during the assessment period, the assessment indicators follow the position change. During year-end statistics, the weights of the front and rear positions are determined according to the time period, and the assessment scores are summarized and calculated. If there is a transition period for transfer to a new post, the transition period shall be deducted.
(III) company level performance assessment conditions
The restricted stock incentive plan is granted to some companies for the first time. The performance assessment year is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year. The company’s performance assessment objectives (audited) at the time of ownership of the restricted shares granted for the first time are as follows:
First vesting period second vesting period third vesting period
Indicators (the year before attribution, i.e. (the year before attribution, i.e. (the year before attribution, i.e. 2022), 2023) and 2024)
The net assets attributable to the parent company shall not be less than 7.2%, not less than 7.3%, not less than 7.4%, and not less than the 75th percentile of the yield benchmarking enterprise or the 75th percentile of the line benchmarking enterprise or the 75th percentile of the line benchmarking enterprise or the industry average
Net profit attributable to parent company is higher than that of the first three
Annual (i.e. not less than 25%, not less than 26%, not less than 27%, and not less than the 50th percentile of benchmarking enterprises or 50th percentile of line benchmarking enterprises or 50th percentile of line benchmarking enterprises or line years) average industry average
Compound growth rate of
The weekly amount of accounts receivable shall not be less than 6.15, 6.2, 6.25, and the 75th percentile of the transfer rate benchmarking enterprise or the 75th percentile of the line benchmarking enterprise or the 75th percentile of the line benchmarking enterprise or the industry average
When the above three indicators reach the target value, the company’s performance coefficient is 100%, otherwise it is 0. The number of restricted shares actually attributable at the company level = the number of restricted shares planned to belong in the current period × Company performance coefficient
Note: 1 The indicators of “net profit” and “return on net assets” are calculated based on the net profit and weighted average net assets attributable to the shareholders of the listed company. The calculation of the above assessment indicators does not include the incentive cost caused by the implementation of the incentive plan. The calculation criterion of “accounts receivable” is the sum of “accounts receivable” and “notes receivable” in the balance sheet.
2. During the validity period of the incentive plan, if the company’s public or non-public offering, allotment and other matters affect the change of net assets, the newly increased net assets and corresponding net profits will not be included in the calculation of the increase of net assets and net profits during the validity period of the incentive plan. 3. The average value of the above industries is the average value of the company under the four level industry classification of wind “semiconductor products” (excluding the sample companies whose actual business conditions or products are quite different from the company). 4. During the validity period of this incentive plan, when calculating the 75th percentile and industry average of the benchmarking enterprises, if the sample enterprises are delisted, the main business changes significantly, or the business performance changes significantly due to asset restructuring, or
In case of extreme conditions in the business performance results of the enterprise, the board of directors will consider adjusting or eliminating the extreme values of the sample. 5. When determining the compound growth rate, the opening or closing balance is negative will not be calculated.
The main business of semiconductor manufacturing, intelligent sensor manufacturing and testing, as well as the provision of wafer manufacturing, testing and other services. According to the industry classification standard of China Securities Regulatory Commission, the company belongs to the “computer, communication and other electronic equipment manufacturing industry” in the “manufacturing industry”, and the industry code is “C39”. The company selects 20 leading semiconductor industry companies listed in China and overseas that are related to the company’s main business and comparable in this industry classification as the company’s benchmark enterprises, as follows:
Serial number securities code securities abbreviation serial number securities code securities abbreviation
1 002079. SZ Suzhou Good-Ark Electronics Co.Ltd(002079) 11 300623. SZ Jiangsu Jiejie Microelectronics Co.Ltd(300623)
2 002156. SZ Tongfu Microelectronics Co.Ltd(002156) 12 300831. SZ Xi’An Peri Power Semiconductor Converting Technology Co.Ltd(300831)
3 002185. SZ Tianshui Huatian Technology Co.Ltd(002185) 13 603005. SH China Wafer Level Csp Co.Ltd(603005)
4 300046. SZ Tech Semiconductors Co.Ltd(300046) 14 688286. SH Memsensing Microsystems (Suzhou China) Co.Ltd(688286)
5 300373. SZ Yangzhou Yangjie Electronic Technology Co.Ltd(300373) 15 688981. SH Semiconductor Manufacturing International Corporation(688981)
6 600360. SH Jilin Sino-Microelectronics Co.Ltd(600360) 16 1347. HK Huahong semiconductor
7 600460. SH Hangzhou Silan Microelectronics Co.Ltd(600460) 17 ON. O ansenmey semiconductor
8 600584. SH Jcet Group Co.Ltd(600584) 18 UMC. N Lianhua Electronics
9 002049. SZ Unigroup Guoxin Microelectronics Co.Ltd(002049) 19 IFX. DF Infineon Technology
10 300456. SZ Sai Microelectronics Inc(300456) 20 6723. Teresa Electronics
The company’s performance assessment objectives when reserving the ownership of some restricted shares are the same as those of the first grant.
(IV) performance assessment conditions at individual level
The restricted stock incentive plan is granted to some individuals for the first time. The performance assessment year is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year. Determine the actual personal ownership proportion of the incentive object according to the individual annual performance appraisal results:
Evaluate the individual performance evaluation results and individual performance coefficient of the accounting year
A + (exceeding the requirements), a (excellent), B (qualified) 100%
C (partially qualified) 80%
D (unqualified) 0%
The actual attributable amount of the individual in the year = the number of restricted shares that the individual plans to belong to in the current period × Company performance coefficient × Personal performance coefficient.
(V) assessment process
1. The assessment shall be conducted once every fiscal year;
2. The company’s finance department, the office of the board of directors and other relevant departments are responsible for specific assessment operations, evaluate according to the completion of the company’s performance assessment objectives, and form the annual company performance assessment results;
3. The human resources department and other relevant departments of the company are responsible for the specific assessment operation, evaluate according to the completion of the annual performance objectives and behavior performance of the appraisee, and form the annual performance assessment results of the appraisee. Among them, the annual assessment results of directors and senior managers shall be reported to the remuneration and assessment committee of the board of directors for the record.
(VI) assessment result management
1. In each vesting year, if the company’s business performance assessment fails to reach the above target value, the company shall not grant any restricted shares in accordance with this incentive plan in that year;
2. In the latest fiscal year at the time point of granting restricted shares, incentive objects whose personal performance appraisal grade is unqualified cannot participate in the granting of restricted shares in the current period;
3. In each vesting year, when the company’s operating performance meets the vesting performance conditions of the current restricted stock, the relationship between the individual’s annual performance appraisal grade and the proportion of the actual vesting quantity of restricted stock in the vesting quantity of this batch is shown in the table above:
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed in part or in whole due to the assessment at the company level, the part that cannot be attributed 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. 4. Correction of assessment indicators and results
If major force majeure factors or special reasons affect the work performance of the assessed person during the assessment period, the remuneration and assessment committee of the board of directors of the company can correct the assessment indicators and assessment results with large deviation. 5. Feedback of assessment results
The person to be assessed has the right to know his own assessment results. The remuneration and assessment committee of the board of directors or the human resources department and other relevant departments shall notify the person to be assessed of the assessment results within 30 working days after the end of the assessment. 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 properly solved, the assessed object can appeal to the nomination, remuneration and assessment committee of the board of directors. The nomination, remuneration and assessment committee shall review and determine the final assessment result or grade within 10 working days.
The assessment results shall be filed and kept as confidential information after the assessment. The retention period of performance appraisal results is 60 months. The documents and records exceeding the retention period shall be uniformly destroyed by the human resources department after being nominated by the board of directors and approved by the remuneration and appraisal committee.
4、 Supplementary Provisions
1. These Measures shall come into force on the date of adoption by the general meeting of shareholders and shall be interpreted and revised by the board of directors.
2. These Measures shall be implemented after the equity incentive plan takes effect after being deliberated and approved by the general meeting of shareholders of the company.
Hua
