Shenyu Communication Technology Inc(300563)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shenyu Communication Technology Inc(300563) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, fully mobilize the enthusiasm of the company’s employees and make them work more honestly and diligently, so as to ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives, The company plans to implement the restricted stock incentive plan in 2022 (hereinafter referred to as “the plan” or “restricted stock incentive plan”).
In order to ensure the smooth implementation of the plan, 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self discipline supervision guide No. 1 of GEM listed companies of Shenzhen Stock Exchange – business handling and other relevant laws These measures are formulated in accordance with the relevant provisions of laws and regulations, normative documents and Shenyu Communication Technology Inc(300563) articles of association, and in combination with 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 company’s restricted stock 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 development strategy and business objectives.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate the performance of the assessment objects in strict accordance with these measures, so as to realize the close combination of the restricted stock incentive plan with the work performance and contribution of the incentive objects, so as to improve the overall performance of the company and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects participating in the company’s restricted stock incentive plan.
4、 Assessment organization
1. 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 lead, organize and implement the assessment of incentive objects and supervise the implementation of assessment results.
2. The comprehensive administrative department of the company is responsible for the specific implementation of the assessment. The comprehensive administrative department is responsible for and reports to the remuneration and assessment committee of the board of directors.
3. The General Administration Department, finance 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.
4. The remuneration and assessment committee of the board of directors of the company shall review and make resolutions on the assessment results of incentive objects.
5、 Assessment indicators and standards
(I) performance evaluation indicators of restricted stocks at the company level
The appraisal year of restricted stocks in the incentive plan is 2022 and 2023, and the appraisal is conducted once in each accounting year. Meeting the performance appraisal goal is one of the conditions for the incentive object to lift the restriction. The annual performance appraisal objectives of some restricted shares granted this time are shown in the table below:
Performance evaluation objective of lifting the sales restriction arrangement
The first lifting of sales restrictions is based on the net profit in 2021, and the growth rate of net profit in 2022 is no less than 15%.
The second lifting of sales restrictions
Based on the net profit in 2021, the net profit growth rate in 2023 shall not be less than 32%.
Third lifting of sales restrictions
Note: the net profit of each year refers to the net profit attributable to the shareholders of the listed company after excluding the impact of share based payment expenses of this incentive plan. If the company’s performance appraisal fails to meet the above conditions, the incentive object will buy back and cancel the restricted shares within the corresponding lifting period.
(II) individual performance appraisal objectives of incentive objects
During the implementation of the incentive plan, the company will conduct annual performance appraisal on the incentive objects in accordance with the assessment management measures and relevant regulations every year, and take meeting the annual performance appraisal target as one of the conditions for the lifting of the sales restriction of the incentive objects.
The annual performance evaluation shall be conducted once a year, and the performance score and performance grade of employees shall be determined according to the achievement of various evaluation indicators. When the company’s performance appraisal meets the conditions for lifting the restriction, the incentive object can apply for lifting the restriction on all / part of the rights and interests granted during the lifting period in accordance with the relevant provisions of the incentive plan only if the assessment level of the previous year of the lifting period is above level B (including level B). Otherwise, the corresponding restricted shares will be repurchased and cancelled by the company.
The performance appraisal grade is divided into three grades A, B and C according to the comprehensive appraisal scoring results. The corresponding lifting proportion of sales restriction of each grade is shown in the table below:
Proportion of assessment grade lifting sales restriction
Excellent (a) 100%
Good (b) 80%
Unqualified (c) 0%
For an incentive object of the incentive plan, the restricted shares granted according to the incentive plan can be lifted only after meeting the assessment indicators at the company level and individual level at the same time. The restricted shares that cannot be lifted in the assessment year of the incentive object shall be repurchased and cancelled by the company.
6、 Assessment period and times
1. Assessment period
The assessment period of the incentive plan is 2022 and 2023.
2. Assessment times
The restricted shares of the incentive plan shall be released once a year.
7、 Lifting of sales restrictions
1. The remuneration and appraisal committee of the board of directors shall determine the qualification and quantity of the incentive objects to lift the sales restriction according to the performance appraisal report.
2. The results of performance appraisal shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
8、 Assessment procedure
1. The incentive objects shall set annual performance targets every year, which shall be reported to the remuneration and assessment committee of the board of directors for the record after being reviewed by the corresponding functional departments and the competent deputy general manager.
2. According to the changes of the actual situation of the company and the needs of work, if it is necessary to adjust the assessment indicators formulated at the beginning of the year, it must be filed with the remuneration and assessment committee of the board of directors.
3. Every month, the incentive object shall conduct self-examination on the completion of the work objectives and plans of each period, check the progress and gap of the objectives of each work plan, and put forward the next work plan or improvement measures to ensure the realization of the planned objectives of the whole year. Direct and indirect superiors communicate performance with employees and evaluate and score performance in the evaluation system.
4. From the end of each year to the beginning of the next year, the remuneration and assessment committee of the board of directors will organize the assessment of incentive objects, mainly by means of self-report, scoring and grading.
The general administration department is responsible for organizing and implementing the specific assessment, uniformly summarizing, checking and analyzing the assessment data, forming performance assessment related documents and submitting them to the remuneration and assessment committee of the board of directors for review.
9、 Assessment result management
(I) feedback and appeal of assessment results
The incentive object has the right to know its own assessment results, and the employee’s direct supervisor shall notify the incentive object of the assessment results within 5 working days after the assessment.
If the incentive object has any objection to his / her assessment results, he / she can communicate with the general administration department for settlement. If it cannot be solved through communication, the encouraged object can appeal to the salary and assessment committee, which shall review and determine the final assessment result or grade within 10 working days.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the comprehensive administration department as confidential information, and the retention period of performance assessment records shall be 5 years. The documents and records exceeding the retention period shall be uniformly destroyed by the comprehensive administration department after being approved by the salary and assessment committee.
9、 Supplementary Provisions
1. The board of directors is responsible for formulating, interpreting and revising these measures. In case of any conflict between these measures and the laws, administrative regulations and departmental rules issued and implemented in the future, the laws, administrative regulations and departmental rules issued and implemented in the future shall prevail.
2. These measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the restricted stock incentive plan comes into force Shenyu Communication Technology Inc(300563) board of directors March 1, 2022
