In order to further improve the corporate governance structure, improve the company’s incentive and restraint mechanism, form a good and balanced value distribution system, fully mobilize the enthusiasm of the company’s management team and key employees, and make them work more honestly and diligently, In order 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 “incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan, these 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, regulations and normative documents, as well as the relevant provisions of the articles of association and the company’s incentive plan, 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 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 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 equity incentive plan and 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 incentive plan, including directors, senior managers, middle and senior managers and core backbone personnel.
4、 Assessment organization
The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment work, and assessing the incentive objects such as directors, senior managers, middle and senior managers and core backbone personnel.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year for the lifting of restrictions on the sale of this incentive plan is three fiscal years from 2022 to 2024, one assessment per fiscal year, and the achievement of performance assessment objectives is the prerequisite for the lifting of restrictions on the sale of restricted shares.
1. The annual performance evaluation objectives of some restricted stocks granted for the first time in the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first granting of restricted shares shall be based on the operating income in 2021, and the growth rate of operating income in 2022 shall not be less than 20%, or the first lifting of restrictions shall be based on the net profit in 2021, and the growth rate of net profit in 2022 shall not be less than 25%;
The first grant of restricted shares shall be based on the operating income in 2021, and the growth rate of operating income in 2023 shall not be less than 45%, or the second release period shall be based on the net profit in 2021, and the growth rate of net profit in 2023 shall not be less than 55%;
The first grant of restricted shares shall be based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 shall not be less than 70%, or the third release period shall be based on the net profit in 2021, and the growth rate of net profit in 2024 shall not be less than 85%.
2. The annual performance assessment objectives of the restricted shares reserved for grant in the incentive plan are as follows: ① if the reserved restricted shares are granted before the disclosure of the third quarter report of 2022, the annual performance assessment objectives are as follows:
Performance assessment objectives during the lifting of sales restrictions
Based on the growth rate of stock sales in 2021 that is not lower than 25% of the net profit in 2022, the net profit rate of the first period of 2021 is not lower than that in 2022;
The operating revenue of 2021 shall be taken as the base for the reserved restricted shares to be granted, and the growth rate of operating revenue in 2023 shall not be less than 45%, or the net profit in 2021 shall be taken as the base for the second lifting of restrictions, and the growth rate of net profit in 2023 shall not be less than 55%;
The reserved restricted shares shall be granted based on the operating income in 2021, and the growth rate of operating income in 2024 shall not be less than 70%, or the third period of lifting the restrictions shall be based on the net profit in 2021, and the growth rate of net profit in 2024 shall not be less than 85%.
② If the reserved restricted shares are granted after the disclosure of the third quarter report of 2022, the performance evaluation objectives of each year are shown in the following table:
Performance assessment objectives during the lifting of sales restrictions
The operating revenue of 2021 is taken as the base for the reserved and granted restricted shares, and the growth rate of operating revenue in 2023 is not less than 45%, or the net profit in 2021 is taken as the base for the first lifting of restrictions, and the growth rate of net profit in 2023 is not less than 55%;
The reserved restricted shares are granted based on the operating income in 2021, and the growth rate of operating income in 2024 is not less than 70%. Or the second period of lifting the restrictions is based on the net profit in 2021, and the growth rate of net profit in 2024 is not less than 85%.
Note: 1. “Operating income” and “net profit” in the above 2021 performance base are subject to the data of “operating income” and “net profit attributable to shareholders of listed companies” disclosed in the 2021 annual report.
2. The above “net profit” from 2022 to 2024 is calculated on the basis of “net profit attributable to shareholders of listed companies”, and the impact of share based payment expenses arising from this and all other equity incentive plans and employee stock ownership plans within the validity period needs to be excluded.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects to be lifted in the corresponding assessment year shall not be lifted, and shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
(II) performance appraisal requirements at individual level
During the implementation of the incentive plan, the salary and assessment committee shall organize the human resources department to assess the incentive objects according to the relevant internal assessment systems of the company, and determine the lifting of the sales restriction amount according to the performance of the incentive objects approved by the nature of different positions in the current year. If the annual performance assessment at the company level meets the standard, the actual amount of sales restriction lifted by the incentive object in the current year = the proportion of sales restriction lifted at the individual level × The individual plans to lift the sales restriction limit in the current year. The assessment and evaluation form is applicable to the assessment object. At that time, the proportion of the incentive object to lift the sales restriction shall be determined according to the following table:
Assessment results a B C D
Proportion of lifting restrictions (x) 100% ≥ x 80% ≥ x 50% ≥ x ≥ 30% 0%
If the individual performance appraisal result of the incentive object is “a”, “B” and “C”, the incentive object will lift the sales restriction according to the proportion specified in the incentive plan, and the part that cannot be lifted will be repurchased and cancelled by the company according to the grant price; If the individual performance appraisal result of the incentive object is “d”, the amount of restricted sales to be lifted by the incentive object in the current period will be cancelled, and the part that cannot be lifted will be repurchased and cancelled by the company according to the grant price.
When the conditions for lifting the restrictions on the sale of restricted shares are not fulfilled, the relevant rights and interests shall not be deferred to the next period.
6、 Assessment period and times
(I) assessment period
The incentive object of the year before the application for lifting the restriction on the sale of shares.
(II) assessment times
The assessment year of this plan is three fiscal years from 2022 to 2024, and the assessment is conducted once a year.
7、 Lifting of sales restrictions
(I) the remuneration and appraisal committee of the board of directors shall determine the qualification and quantity of the incentive objects to lift the restriction on sales according to the performance appraisal report.
(II) 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
Under the guidance of the 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 remuneration and appraisal committee of the board of directors.
9、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the salary and appraisal committee shall notify the appraisee of the appraisal results within 5 working days after the completion of the appraisal work.
If the assessed object has any objection to his / her assessment results, he / she can appeal to the remuneration and assessment committee of the board of directors within 5 working days after receiving the notification of the assessment results. The remuneration and assessment committee can review his / her assessment results according to the actual situation and revise the assessment results according to the review results. The assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment results
1. After the assessment, the human resources department shall 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 assessment recorder.
3. The results of performance appraisal shall be archived and kept as confidential information, and the human resources department shall be responsible for unified destruction three years after the end of the plan.
10、 Supplementary Provisions
(I) 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.
(II) these measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the equity incentive plan takes effect.
Venustech Group Inc(002439) board of directors March 1, 2022
