Shanghai Supezet Engineering Technology Corp.Ltd(688121)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the restricted stock incentive plan of Shanghai Supezet Engineering Technology Corp.Ltd(688121) (hereinafter referred to as the “company”) in 2022 (hereinafter referred to as the “incentive plan”), form a good and balanced value distribution system, and encourage the directors, senior managers, core technicians and other personnel deemed necessary by the board of directors to work honestly and diligently, To ensure the realization of the company’s development strategy and business objectives, in accordance with relevant laws and regulations such as 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, the Listing Rules of science and innovation board of Shanghai Stock Exchange, the self discipline supervision guide No. 4 of science and Innovation Board Listed Companies – disclosure of equity incentive information These measures are formulated in accordance with the provisions of normative documents and the articles of association and in combination with the actual situation of the company.
1、 Assessment purpose
In order to further improve the corporate governance structure of the company, improve the performance evaluation system and incentive mechanism of the company’s management team and core backbone, improve the performance evaluation system of the company’s incentive objects by comprehensively and objectively evaluating the work performance of the directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged, Ensure the smooth implementation of the incentive plan and promote the realization of the company’s long-term strategic objectives.
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 of the assessment object, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive object, so as to improve the level of management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
The measures are applicable to all incentive objects participating in the incentive plan.
4、 Assessment organization
1. The nomination, remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment of incentive objects.
2. Under the guidance of the nomination, remuneration and 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 nomination, remuneration and appraisal committee of the board of directors.
5、 Performance evaluation indicators and standards
1. Company level performance assessment requirements
(1) Performance evaluation indicators of restricted shares granted for the first time in each year
The incentive plan grants the second type of restricted shares. The assessment year is the fiscal year from 2022 to 2024, and the assessment is conducted once in each fiscal year. Taking the operating income value of 2021 as the performance base, the growth rate (a) of the operating income value of each assessment year compared with the operating income base of 2021 is assessed. The company level attribution proportion (x) is calculated according to the annual completion of the above indicators. The performance assessment objectives and attribution proportion are arranged as follows:
Annual operating income relative to 2021 growth rate (a) belongs to the corresponding assessment year
Target value (AM) trigger value (an)
First vesting period 2022 20% 15%
First grant of the second vesting period 2023 40% 30%
First grant of the third vesting period 2024 60% 45%
Note: the above “operating income” is calculated based on the data contained in the consolidated statements audited by an accounting firm with securities and futures qualification hired by the company.
Assessment index assessment index completion proportion company level ownership proportion
A≧Am X=100%
The operating income of the assessment year is relative to an ≤ a < am x = 75%
Growth rate in 2021 (a) a < an X = 0
(2) Set aside performance assessment objectives of some restricted stocks for each year
If the reserved restricted shares are granted in 2022, the performance assessment indicators of the reserved part and each assessment year shall be consistent with the first grant part; If the reserved part is granted in 2023, the assessment year of the reserved part is two fiscal years from 2023 to 2024, one assessment in each fiscal year. The specific assessment objectives and attribution proportion are as follows:
Annual operating income relative to 2021 growth rate (a) belongs to the corresponding assessment year
Target value (AM) trigger value (an)
First vesting period of reserved part 2023 40% 30%
The second vesting period of the reserved part 2024 60% 45%
Assessment index assessment index completion proportion company level ownership proportion
A≧Am X=100%
Growth rate of annual operating income relative to 2021 (a)
An≦A<Am X=75%
A<An X=0
2. Performance appraisal requirements at individual level
The individual level performance appraisal of the incentive object shall be organized and implemented in accordance with the current relevant provisions of the company, and the actual number of shares shall be determined according to the appraisal results of the incentive object. The performance appraisal results of the incentive object are divided into three grades: excellent, qualified and unqualified (the individual performance appraisal of the year in which the incentive object leaves during the appraisal period is regarded as unqualified). At that time, the actual number of shares of the incentive object will be determined according to the corresponding ownership proportion at the individual level in the following appraisal rating table:
The evaluation results are excellent, qualified or unqualified
Ownership ratio 100% 75% 0%
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 × Company level ownership ratio × Personal ownership ratio.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they will be invalid and cannot be deferred to the next year.
6、 Assessment period and times
1. Assessment period
The fiscal year before the restricted shares of the incentive object are released from sale / ownership.
2. Assessment times
The restricted shares of the incentive plan shall be released once a year during the period of restriction / vesting.
7、 Assessment procedure
Under the guidance of the nomination, remuneration and 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 nomination, remuneration and appraisal committee of the board of directors.
8、 Feedback of assessment results
The appraisee has the right to know his own appraisal results, and the human resources department shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
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 nomination, salary and assessment committee, which shall review and determine the final assessment result within 10 working days.
9、 Management of assessment results
1. Correction of assessment indicators and results
After the assessment, the nomination, salary and assessment committee of the board of directors of the company can revise the assessment indicators and assessment results greatly affected by factors such as changes in the objective environment.
2. Filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data. The nomination, remuneration and appraisal committee of the board of directors shall keep all appraisal records of performance appraisal for at least five years.
3. In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be revised or re recorded, they must be signed by the parties concerned.
10、 Supplementary Provisions
1. The board of directors is responsible for formulating, interpreting and revising these measures.
2. These measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the incentive plan comes into force.
Shanghai Supezet Engineering Technology Corp.Ltd(688121) board of directors February 25, 2022
