Shenzhen Sinexcel Electric Co.Ltd(300693)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shenzhen Sinexcel Electric Co.Ltd(300693) (hereinafter referred to as "the company") in order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal income and contribution, the company has formulated the Shenzhen Sinexcel Electric Co.Ltd(300693) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "equity incentive plan", "this incentive plan" or "this plan").
In order to ensure the smooth implementation of the equity 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 gem (revised in December 2020) 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 restricted stock incentive plan and in combination with the actual situation of the company. Article 1 assessment purpose
The purpose of this management method is to strengthen the planning of the implementation of the company's equity incentive plan, quantify the specific objectives of the company's equity incentive plan, manage the incentive objects scientifically, standardized and institutionalized, and ensure the smooth realization of various performance indicators of the company's equity incentive plan. At the same time, guide the incentive objects to improve their work ability and performance, and sort out a fair, objective and comprehensive evaluation basis for the implementation of this incentive plan.
Article 2 assessment principle
(I) adhere to the principles of fairness, openness and fairness, and evaluate the incentive objects in strict accordance with these measures. (II) the assessment indicators are combined with the company's medium and long-term development strategy and annual business objectives, and closely combined 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.
Article 3 scope of assessment
These measures are applicable to all incentive objects participating in the equity incentive plan of the company, that is, all incentive objects determined by the salary and assessment committee and deliberated and approved by the board of directors, including directors, senior managers, core managers and technical (business) personnel in the company when announcing the draft plan, as well as those deemed necessary by the board of directors
The directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company when the company grants restricted shares and within the assessment period specified in the incentive plan.
Article 4 assessment organization and executive organization
(I) the board of directors of the company is responsible for formulating and revising these measures, and authorizes the remuneration and assessment committee of the board of directors (hereinafter referred to as the "Remuneration Committee") to be responsible for leading, organizing and implementing the assessment of incentive objects.
(II) the human resources department of the company is responsible for the specific implementation of the assessment and reporting to the Remuneration Committee. (III) the 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.
(IV) the board of directors of the company is responsible for the examination and approval of these measures and the examination results.
Article 5 assessment indicators and standards
(I) ownership arrangement
The vesting period and arrangement of restricted shares granted for the first time in the incentive plan are as follows:
The proportion of the number of vested rights and interests and the time of ownership arrangement in the total amount of rights and interests granted for the first time
The first vesting period is from the first trading day after 12 months from the date of the first grant to 40% of the first grant
The last trading day within 24 months from the date of
The second vesting period is from the first trading day after 24 months from the date of the first grant to 30% of the first grant
The last trading day within 36 months from the date of
The third vesting period is from the first trading day after 36 months from the date of the first grant to 30% of the first grant
The last trading day within 48 months from the date of
If the reserved part is granted in 2022, the ownership arrangement of the reserved part is consistent with that of the first grant; If the reserved part is granted in 2023, the ownership arrangement of the reserved part is shown in the table below:
Number of vested rights and interests proportion of the vesting period of the vesting arrangement to the total amount of reserved granted rights and interests
The first vesting period is from the first trading day after 12 months from the date of reserved grant to 50% of reserved grant
The last trading day within 24 months from the date of
The second vesting period is from the first trading day after 24 months from the date of reserved grant to 50% of reserved grant
The last trading day within 36 months from the date of
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts before vesting. The restricted shares granted to the incentive object but not yet vested, and the increased shares due to the conversion of capital reserve into share capital, share distribution and other circumstances are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall not be vested. After meeting the vesting conditions of restricted shares, the company will handle the vesting of restricted shares that meet the vesting conditions.
(II) the incentive object meets the requirements of tenure in each attribution period
Before the incentive object belongs to each batch of restricted shares granted, it must meet the term of office of more than 12 months. (III) meet the performance assessment requirements at the company level
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, and the company's financial performance indicators are assessed by year. Take the achievement of the performance appraisal target as one of the conditions for the lifting of the sales restriction of the incentive object in the current year, and calculate the company level ownership proportion (x) according to the completion of the appraisal index each year.
The annual performance assessment objectives of restricted shares granted for the first time are shown in the table below:
Net profit of each year in the corresponding assessment year (a)
Trigger value (an) target value (AM)
The first vesting period is 108 million yuan and 120 million yuan in 2022
The second vesting period is 135 million yuan and 160 million yuan in 2023
The third vesting period is 175 million yuan and 200 million yuan in 2024
Performance completion of assessment indicators company level ownership proportion (x)
A≧Am X=100%
Annual net profit (a) an ≤ a am x = 80%
A
If the reserved part is granted in 2022, the performance assessment requirements of the reserved part are consistent with those of the first grant; If the reserved part is awarded in 2023, the performance assessment objectives of the reserved part are shown in the table below:
Net profit of each year in the corresponding assessment year (a)
Trigger value (an) target value (AM)
The first vesting period is 135 million yuan and 160 million yuan in 2023
The second vesting period is 175 million yuan and 200 million yuan in 2024
Performance completion of assessment indicators company level ownership proportion (x)
A≧Am X=100%
Annual net profit (a) an ≤ a am x = 80%
A
If the company fails to reach the trigger value of the above performance appraisal indicators, all restricted shares of all incentive objects corresponding to the appraisal plan in the current year will be cancelled and invalid; If the company reaches the trigger value of the above performance evaluation indicators, the attribution proportion at the company level is the attribution proportion x corresponding to the performance completion degree. The attribution of some restricted stocks that cannot be attributed will be cancelled and invalid.
(IV) meet the performance appraisal requirements at the individual level
The personal assessment of the incentive object shall be implemented according to the relevant internal performance assessment system of the company. At that time, the actual ownership amount of the incentive object shall be determined according to the individual assessment and evaluation results of the incentive object.
Assessment rating a B C D
Personal ownership ratio 100% 100% 60% 0%
If the company level performance assessment meets the standard, the actual amount of equity attributable to the incentive object in the current year = the amount of equity attributable to the individual in the current year × Company level ownership ratio × 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 shall be invalidated and shall not be deferred to the next year.
If the company / or the company's shares change due to the economic situation, market conditions and other factors, 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 of a batch / batches of restricted shares that have not been vested in the incentive plan or terminate the restricted stock incentive plan after deliberation and confirmation.
Article 6 assessment year and times
The assessment year of this plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year. Article 7 assessment procedure
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 and assessment committee of the board of directors.
Article 8 management of assessment results
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the human resources department shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the appraisee has any objection to his assessment results, he can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee, which shall review and determine the final assessment result within 10 working days.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the human resources 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 human resources department after being approved by the salary and assessment committee.
Article 9 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 restricted stock incentive plan takes effect in 2022.
Shenzhen Sinexcel Electric Co.Ltd(300693) board of directors
March 7, 2002
