Cscec Scimee Sci.&Tech.Co.Ltd(300425)
Management measures for the implementation and assessment of restricted stock incentive plan in 2021
Cscec Scimee Sci.&Tech.Co.Ltd(300425) (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, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, To 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 Cscec Scimee Sci.&Tech.Co.Ltd(300425) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the equity incentive plan” or “the incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of equity incentive of listed companies The Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175), the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA FA FA Fa [2008] No. 171), the guidelines for the implementation of equity incentive by central enterprise holding listed companies (Guo Zi kaofen [2020] No. 178) These measures are formulated in accordance with the relevant provisions of relevant laws, administrative regulations, normative documents, the articles of association and 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;
（2） The assessment indicators shall be combined with the company’s medium and long-term development strategy and annual business objectives; and with the work performance, work ability and work attitude of the incentive objects.
Article 3 scope of assessment
The measures are applicable to all incentive objects determined in the incentive plan. Including directors, senior managers, middle managers and key employees in key positions in the company (including subsidiaries), excluding Cscec Scimee Sci.&Tech.Co.Ltd(300425) Independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children. 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;
（2） The human resources department of the company shall form an assessment team to take charge of the specific assessment work, and the human resources department shall be responsible for reporting to the Remuneration Committee;
（3） The office of the board of directors, human resources 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 board of directors of the company is responsible for reviewing the assessment results.
Article 5 assessment 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:
In the incentive plan, the performance indicators of the company will be assessed annually in the three fiscal years from 2022 to 2024, 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:
The attribution conditions of performance assessment objectives of restricted shares granted for the first time and reserved are shown in the table below:
Ownership arrangement performance assessment objectives
The return on net assets in 2022 shall not be less than 8.14% and higher than the 75th percentile of the benchmarking enterprise; The first attribution period is based on the operating revenue in 2020, and the compound growth rate of operating revenue in 2022 is not less than 15.30%, which is higher than the 75th percentile of the benchmark enterprise;
The improvement value of economic added value in 2022 is greater than zero.
The return on net assets in 2023 shall not be less than 8.14% and higher than the 75th percentile of the benchmarking enterprise; The second attribution period is based on the operating revenue in 2020, and the compound growth rate of operating revenue in 2023 is not less than 15.30%, which is higher than the 75th percentile of the benchmark enterprise;
The improvement value of economic added value in 2023 is greater than zero.
The return on net assets in 2024 shall not be less than 8.14% and higher than the 75th percentile of the benchmarking enterprise; The third attribution period is based on the operating revenue in 2020, and the compound growth rate of operating revenue in 2024 will not be less than 15.30%, which is higher than the 75th percentile of the benchmark enterprise;
The improvement value of economic added value in 2024 is greater than zero.
Note: 1. The above “return on net assets” refers to the audited weighted average return on net assets attributable to the shareholders of the listed company after deducting non recurring profits and losses. Relevant assessment indicators are calculated based on the value excluding the impact of share based payment expenses of this and other incentive plans. If the company implements public or non-public issuance, major asset restructuring and other matters affecting net profit and net assets within the validity period of equity incentive plan, the impact of such matters shall be excluded when calculating the assessment results;
2. “Operating revenue” refers to the audited operating revenue of the listed company; In the process of annual assessment, if there is a significant change in the main business of the industry sample or a sample extreme value with excessive deviation, the board of directors of the company will eliminate or replace the sample during the year-end assessment;
3. The actual assessment results shall be rounded to two decimal places.
During the vesting period, the company shall handle the stock vesting registration 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 vesting period, all the restricted shares that can be attributed to all incentive objects in the corresponding assessment year shall be cancelled and invalid.
（2） 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, and the attribution coefficient shall be confirmed according to the latest assessment results before attribution. The individual assessment results of incentive objects are divided into five assessment levels: “excellent”, “good”, “competent”, “basically competent” and “incompetent”, and the corresponding attribution is as follows:
Assessment grade excellent good competent basic competent incompetent
Personal attribution coefficient 100% 100% 100% 80% 0%
On the premise of achieving the company’s performance objectives, the number of restricted shares actually owned by the incentive object in the current year = the number of restricted shares planned to be owned by the individual in the current year × Personal attribution coefficient.
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.
Article 6 assessment procedures
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
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, and the performance assessment at the company level and individual level is assessed once a year.
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. 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 / 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 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.
（2） 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) These Measures shall be formulated, interpreted and revised by the board of directors.
（2） 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 are no explicit provisions in these measures, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan Right incentive plan implementation.
（3） The measures shall be implemented from the date of deliberation and approval by the general meeting of shareholders and after the equity incentive plan comes into force. Cscec Scimee Sci.&Tech.Co.Ltd(300425) the board of directors will be on December 24, 2021
