Measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2022
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Dbappsecurity Co.Ltd(688023) (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 the core backbone of the company, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, Enable all parties to 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 and in accordance with the principle of equal income and contribution, the company has formulated the Dbappsecurity Co.Ltd(688023) 2022 restricted stock incentive plan (draft) (hereinafter referred to as "this equity incentive plan" or "this 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 annual business objectives; Combine with the work performance, work ability and work attitude of the incentive object.
Article 3 scope of assessment
Measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2022
The measures are applicable to all incentive objects determined in the incentive plan, including the core technical personnel of the company (including subsidiaries) and other personnel deemed necessary by the board of directors, excluding independent directors and supervisors. 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) be responsible for the composition of the company's salary assessment team and report to the human resources department;
(III) the human resources department, sales management 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;
(IV) the board of directors of the company is responsible for reviewing the assessment results.
Article 5 performance appraisal indicators and standards
Whether the rights and interests granted to the incentive object can be attributed will be jointly determined according to the assessment results of the company and the incentive object.
(I) performance assessment requirements at the company level:
The incentive plan will assess the company's performance indicators by year in the fiscal year from 2022 to 2025, so as to achieve the performance assessment goal as one of the ownership conditions of the incentive object in the current year. The performance evaluation objectives of the incentive plan are shown in the table below:
Performance assessment objectives in the attribution period
The first vesting period granted for the first time is based on the operating income in 2021, and the growth rate of operating income in 2022 shall not be less than 30%; Restricted stock
And in the second attribution period, based on the operating income in 2021, the growth rate of operating income in 2023 shall not be less than 60%; Granted in 2022
The third vesting period of the reserved department is based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 is not less than 90%; The fourth restricted attribution period of the division is based on the operating revenue in 2021, and the growth rate of operating revenue in 2025 will not be less than 120%. shares
Measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2022
In the first vesting period of 2023, based on the operating revenue of 2021, the growth rate of operating revenue in 2023 shall not be less than 60%;
The second vesting period granted is based on the operating income in 2021, and the growth rate of operating income in 2024 shall not be less than 90%; Partial restrictions
In the third vesting period, the operating income in 2021 will be taken as the base, and the growth rate of operating income in 2025 will not be less than 120%.
Note: the above "operating income" refers to the audited operating income of the listed company.
During the vesting period, the company shall handle the registration of stock vesting for the incentive objects that meet the vesting conditions. If the current performance level of the company fails to meet the performance assessment target conditions in each attribution period, all the restricted stocks that can be attributed to all incentive objects in the corresponding assessment year will be cancelled and invalidated.
(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 performance assessment systems of the company. The individual assessment and evaluation results of incentive objects are divided into "qualified" and "unqualified", and the corresponding attribution is as follows:
Evaluation standard qualified unqualified
Personal attribution ratio 1 0
On the premise of the achievement of the company's performance objectives, 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 × Personal ownership ratio.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed due to assessment reasons, they will be invalid and cannot be deferred to the next year.
Article 6 assessment procedure
Under the guidance of the Remuneration Committee, the human resources department of the company is 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 reviewing the assessment results.
Article 7 assessment period and times
(I) assessment period
The fiscal year prior to the ownership of each restricted stock of the incentive object.
(II) assessment times
The assessment year of the incentive plan is four fiscal years from 2022 to 2025, which will be assessed once a year.
Measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2022
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 ownership of restricted stocks.
(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 10 years. The documents and records beyond the retention period shall be uniformly destroyed by the Remuneration Committee.
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. Dbappsecurity Co.Ltd(688023) board of directors February 23, 2022
