Fujian Nebula Electronics.Ltd(300648)
Management measures for the implementation and assessment of restricted stock incentive plan in 2021
Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as "the company") in order to further improve the corporate governance structure, establish and improve the company's incentive and restraint mechanism, form a good value distribution system, and fully mobilize the directors, senior managers, middle managers and core technologies of the company and its holding subsidiaries (business) the enthusiasm of key employees to 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 2021 (hereinafter referred to as "incentive plan" or "this incentive plan").
In order to ensure the smooth implementation of the incentive 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 Shenzhen Stock Exchange on the gem (revised in December 2020), the guide for business handling of companies listed on the gem No. 5 - equity incentive and other relevant laws, regulations and normative documents, as well as the articles of association . these measures are formulated in accordance with the relevant provisions of the company's restricted stock incentive plan in 2021 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 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 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 overall performance of the company and maximize the interests of the company and all shareholders.
3、 Assessment scope
The measures are applicable to all incentive objects participating in the company's incentive plan, that is, all incentive objects determined by the remuneration and assessment committee of the board of directors and approved by the board of directors.
4、 Assessment organization
(i) The remuneration and assessment committee of the board of directors of the company is responsible for leading and reviewing the assessment of incentive objects.
（2） The human resources department, securities department and other relevant departments of the company are responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, save the assessment results, form a performance assessment report on this basis and submit it to the remuneration and assessment committee of the board of directors.
（3） The human resources department, financial center 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. The internal audit department of the company is responsible for supervision.
（4） The remuneration and assessment committee of the board of directors of the company is responsible for reviewing the assessment results.
5、 Assessment indicators and standards
(i) Company level performance assessment requirements
The assessment year for the first granting of restricted shares is three fiscal years from 2022 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in attribution period
In the first vesting period, the operating revenue in 2022 shall not be less than 1.3 billion yuan;
In the second vesting period, the accumulated operating revenue in 2022 and 2023 shall not be less than 3.3 billion yuan;
In the third vesting period, the cumulative operating income in 2022, 2023 and 2024 shall not be less than 6.3 billion yuan.
Note: the above "operating income" is calculated based on the data of the company's audited consolidated financial statements.
The assessment year of reserved restricted shares is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in attribution period
In the first vesting period, the accumulated operating revenue in 2022 and 2023 shall not be less than 3.3 billion yuan;
In the second vesting period, the cumulative operating income in 2022, 2023 and 2024 shall not be less than 6.3 billion yuan.
Note: the above "operating income" is calculated based on the data of the company's audited consolidated financial statements.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects planned to be vested in the current year shall not be vested or deferred to the next period, and shall become invalid.
（2） Performance appraisal requirements at individual level
The individual level performance appraisal of all incentive objects is divided into five grades: s, a, B, C and d according to the appraisal methods formulated by the company. At that time, the actual number of shares of incentive objects will be determined according to the corresponding individual level ownership proportion in the following appraisal rating table:
B and above
Assessment results CD
(including s, a, B,)
Personal ownership ratio 100% 60% 0
If the company level performance assessment meets the standard, the number of restricted shares actually owned by the incentive object in the current year = the number of shares planned to be owned by the individual in the current year × Ownership ratio at the individual level.
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 shall be invalid and shall not be deferred to future years.
If the company / company's shares change due to economic situation, market conditions and other factors, and it is difficult to continue to implement the incentive plan to achieve the incentive purpose, the board of directors and / or the general meeting of shareholders may decide to cancel the ownership or terminate the incentive plan for a batch / batches of restricted shares that have not been vested in the incentive plan after deliberation and confirmation.
6、 Assessment period and times
1. Assessment period
The incentive object is in the previous fiscal year corresponding to each vesting period.
2. Assessment times
During the implementation of the incentive plan, the assessment shall be conducted once a year.
7、 Assessment procedure
The human resources department, securities department and other relevant departments of the company are responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, save the assessment results, form a performance assessment report on this basis and submit it to the remuneration and assessment committee of the board of directors.
8、 Feedback of assessment results
The appraisee has the right to know his / her own assessment results, and the human resources department shall report the results 5 days after the assessment
Inform the appraisee of the appraisal results within working days.
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 and assessment committee of the board of directors. The remuneration and assessment committee of the board of directors shall review its assessment results within 10 working days and determine the final assessment results or grade according to the review results. The assessed object shall not have any objection to the final assessment result or grade determined after review by the remuneration and assessment committee of the board of directors.
The assessment results shall be used as the basis for the ownership of restricted stocks.
9、 Management of assessment results
1. After the appraisal, the human resources department shall keep all appraisal records of performance appraisal.
2. In order to ensure the effectiveness of performance appraisal records, performance appraisal records cannot be altered. If necessary
Or re record, which must be signed by the party concerned.
3. After the assessment, the performance assessment records, audit records and other relevant data (including assessment results, the same below) shall be archived and kept by the human resources department as confidential data. The retention period shall be at least five years. The performance assessment records, audit records and other relevant data beyond the retention period shall be uniformly destroyed by the human resources department after being approved by the remuneration and assessment committee of the board of directors.
10、 Supplementary Provisions
(i) These Measures shall be formulated, interpreted and revised by the board of directors. In case of any conflict between these measures and the laws, administrative regulations, departmental rules and normative documents issued and implemented in the future, the provisions of the laws, administrative regulations, departmental rules and normative documents issued and implemented in the future shall prevail. Matters not explicitly stipulated in these Measures shall be implemented in accordance with the provisions of relevant laws, administrative regulations, rules, normative documents and incentive plans.
（2） These measures have been deliberated and adopted by the general meeting of shareholders of the company and will be implemented after the restricted stock incentive plan takes effect in 2021.
Fujian Nebula Electronics.Ltd(300648) board of directors
December 27, 2001
