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 (“incentive plan”) of Windsun Science Technology Co.Ltd(688663) (“the company”) in 2022, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the directors, senior managers, core technicians and other core backbone personnel of the company to work honestly and diligently, and ensure the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, these measures are formulated in accordance with relevant national regulations and the actual situation of the company.
Chapter I General Provisions
Article 1 assessment purpose
In order to ensure the smooth implementation of the company’s incentive plan, further improve the corporate governance structure, establish an incentive and restraint mechanism consistent with responsibilities, rights and interests, improve the performance evaluation system of the company’s incentive objects, promote the incentive objects to work honestly and diligently, ensure the realization of the company’s development strategy and business objectives, and promote the sustainable development of the company.
Article 2 assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with these measures and the performance of the assessment objects, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive objects, so as to improve the management performance and maximize the value of the company and the interests of all shareholders.
Article 3 assessment object
These measures are applicable to the incentive objects determined in the incentive plan, including the directors, senior managers, core technicians and other personnel deemed necessary by the board of directors when announcing the incentive plan.
Chapter II assessment organization and management organization
Article 4 assessment organization
1. The Remuneration Committee of the board of directors is responsible for leading and organizing the assessment of incentive objects.
2. The human resources department, finance department and other relevant departments of the company are responsible for the collection and provision of relevant data, and are responsible for the authenticity and reliability of the data.
3. The human resources department of the company organizes the finance department and other relevant departments to be responsible for the calculation of the evaluation scores of the incentive objects and the material summary of the evaluation results.
4. The Remuneration Committee of the board of directors of the company reviews and makes resolutions on the assessment results of incentive objects.
Article 5 assessment procedure
1. The human resources department, finance department and other relevant departments of the company are responsible for the specific assessment work under the guidance of the Remuneration Committee of the board of directors, the calculation of the assessment scores of incentive objects, the summary of assessment results and the formation of performance assessment reports on this basis.
2. The Remuneration Committee of the board of directors shall review and make resolutions on the performance appraisal report.
Article 6 assessment period and times
1. Assessment period
The previous fiscal year in which the restricted shares granted to the incentive object belong.
2. Assessment times
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, which is assessed once a year. Chapter III assessment contents
Article 7 performance appraisal indicators
The ownership of restricted shares of the incentive object in the current year is jointly determined according to the assessment results at the company level and individual level.
1. Performance conditions for granting restricted shares:
(1) Based on the operating income in 2019, the growth rate of operating income in 2020 shall not be less than 20% and not lower than the average level of the same industry;
(2) The return on net assets in 2020 shall not be less than 10%, and shall not be lower than the average level of the same industry.
Note: 1) the above “return on net assets” refers to the weighted average return on net assets belonging to the shareholders of the listed company.
2) According to the industry classification standard of China Securities Regulatory Commission, the company belongs to the “electrical machinery and equipment manufacturing industry” under the category of “manufacturing industry”, and the average performance of the above “same industry” is the average performance of all A-share listed companies in the industry. In case of significant changes in business structure or extreme sample deviation of performance in the same industry sample, the board of directors of the company will eliminate or replace the sample during assessment.
3) During the validity period of the incentive plan, if the company conducts public offering or non-public offering and other acts affecting net assets, the newly increased net assets and corresponding net profits will not be included in the calculation of the increase in net assets and net profits during the validity period of the incentive plan.
2. Vesting performance conditions of restricted shares
(1) Company level performance appraisal:
The assessment year of this incentive plan is 20222024 fiscal years, which will be assessed and attributed year by year. One of the conditions for the attribution of restricted stocks is to meet the performance assessment objectives:
The company’s performance requirements for each vesting period of restricted shares granted for the first time and reserved in the incentive plan are as follows:
Performance assessment conditions in attribution period
1. Based on the operating income in 2020, the growth rate of operating income in 2022 shall not be less than 30%, and shall not be lower than the average level of the same industry or the 75th percentile of the benchmarking enterprise in the first attribution period;
2. The return on net assets in 2022 shall not be less than 11%, and shall not be lower than the average level of the same industry or the 75th percentile value of benchmarking enterprises.
1. Based on the operating income in 2020, the growth rate of operating income in 2023 shall not be less than 50%, and in the second attribution period, it shall not be lower than the average level of the same industry or the 75th percentile of the benchmarking enterprise;
2. The return on net assets in 2023 shall not be less than 12%, and shall not be lower than the average level of the same industry or the 75th percentile value of benchmarking enterprises.
1. Based on the operating income in 2020, the growth rate of operating income in 2024 shall not be less than 70%, and in the third attribution period, it shall not be lower than the average level of the same industry or the 75th percentile value of benchmarking enterprises;
2. The return on net assets in 2024 shall not be less than 13%, and shall not be lower than the average level of the same industry or the 75th percentile of the benchmarking enterprise.
Note: 1. The above “return on net assets” refers to the weighted average return on net assets belonging to the shareholders of the listed company.
2. During the validity period of the incentive plan, if the company conducts public offering or non-public offering and other acts affecting net assets, the newly increased net assets and corresponding net profits will not be included in the calculation of the increase in net assets and net profits during the validity period of the incentive plan.
If the company fails to meet the above performance appraisal objectives, all restricted shares of all incentive objects that are planned to belong in the current year will be cancelled and invalidated.
(2) Selection of same industry / benchmarking enterprises in attribution assessment
According to the industry classification standard of China Securities Regulatory Commission, the company belongs to the “electrical machinery and equipment manufacturing industry” under the category of “manufacturing industry”, and the average performance of the above “same industry” is the average performance of all A-share listed companies in the industry.
At the same time, the company selects 16 A-share listed companies related to the company’s main business and comparable in the industry classification as the company’s benchmark enterprises, as follows:
Serial number securities code securities abbreviation serial number securities code securities abbreviation
1 Hiconics Eco-Energy Technology Co.Ltd(300048) . SZ Hiconics Eco-Energy Technology Co.Ltd(300048) 9 Hangzhou Zhongheng Electric Co.Ltd(002364) . SZ Hangzhou Zhongheng Electric Co.Ltd(002364)
2 Tbea Co.Ltd(600089) . SH Tbea Co.Ltd(600089) 10 Jiangsu Tongda Power Technology Co.Ltd(002576) . SZ Jiangsu Tongda Power Technology Co.Ltd(002576)
3 Henan Pinggao Electric Co.Ltd(600312) . SH Henan Pinggao Electric Co.Ltd(600312) 11 Qingdao Tgood Electric Co.Ltd(300001) . SZ Qingdao Tgood Electric Co.Ltd(300001)
4 China Xd Electric Co.Ltd(601179) . SH China Xd Electric Co.Ltd(601179) 12 Ceepower Co.Ltd(300062) . SZ Ceepower Co.Ltd(300062)
5 Xj Electric Co.Ltd(000400) . SZ Xj Electric Co.Ltd(000400) 13 Lanzhou Greatwall Electrical Co.Ltd(600192) . SH Lanzhou Greatwall Electrical Co.Ltd(600192)
6 Shenzhen Invt Electric Co.Ltd(002334) . SZ Shenzhen Invt Electric Co.Ltd(002334) 14 Tellhow Sci-Tech Co.Ltd(600590) . SH Tellhow Sci-Tech Co.Ltd(600590)
7 Shanghai Step Electric Corporation(002527) . SZ Shanghai Step Electric Corporation(002527) 15 Beijing Sifang Automation Co.Ltd(601126) . SH Beijing Sifang Automation Co.Ltd(601126)
8 Beijing Creative Distribution Automation Co.Ltd(002350) . SZ Beijing Creative Distribution Automation Co.Ltd(002350) 16 Shanghai Moons’ Electric Co.Ltd(603728) . SH Shanghai Moons’ Electric Co.Ltd(603728)
During the validity period of the incentive plan, if the relevant institutions adjust the industry classification of the company or adjust the constituent shares of the same industry, the latest updated industry classification data at that time shall be used in the annual assessment of the company; If the samples of the same industry or benchmarking enterprises have significant changes in their main business or sample extreme values with excessive deviation, the board of directors of the company will eliminate or replace the samples during the year-end assessment.
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. At that time, the number of shares actually owned by the incentive object will be determined according to the corresponding ownership proportion at the individual level in the following assessment and rating table.
Assessment results s a B C D
(excellent) (excellent) (good) (to be improved) (unqualified)
Personal ownership ratio 100% 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 × 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 future years.
Chapter IV application and management of assessment results
Article 8 Application of assessment results
1. Individual’s actual ownership quota in the current year = individual’s planned ownership quota in the current year × Personal ownership ratio.
2. The incentive object can only be qualified for the ownership of restricted shares in the current year after meeting the annual assessment.
Article 9 management of assessment results
1. Correction of assessment indicators and results. After the assessment, the Remuneration Committee of the board of directors of the company shall revise the assessment indicators and assessment results greatly affected by factors such as changes in the objective environment.
2. Feedback of assessment results. The examinee has the right to know his own assessment results, and the Remuneration Committee of the board of directors shall notify the examinee of the assessment results within five working days after the end of the assessment.
3. Filing of assessment results. After the assessment, the assessment results shall be kept as confidential information for at least five years.
4. Appeal of assessment results. If the examinee has any objection to the assessment results, it shall first be solved through communication between both parties. If the grievance cannot be properly addressed to the board of directors within 10 days after receiving the request, the grievance may be submitted to the board of directors.
Chapter V supplementary provisions
Article 10 effectiveness and Implementation
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 equity incentive plan takes effect.
3. In case of any conflict between these measures and the laws, administrative regulations, departmental rules and normative documents issued by the regulatory authorities, the provisions of relevant laws, administrative regulations, departmental rules and normative documents shall prevail.
Windsun Science Technology Co.Ltd(688663) board of directors March 7, 2022
