Shanghai Fullhan Microelectronics Co.Ltd(300613)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
In order to ensure the smooth implementation of the stock option incentive plan of Shanghai Fullhan Microelectronics Co.Ltd(300613) (hereinafter referred to as “the company”) in 2022, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the core management personnel and core technical (business) personnel of the company to work honestly and diligently, and ensure the steady improvement of the company’s performance, This assessment method is formulated to ensure the realization of the company’s development strategy and business objectives.
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 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 in strict accordance with these measures and the performance of the assessment objects, so as to realize the close combination of the equity incentive plan with the work performance and contribution of the incentive objects, so as to improve the management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects determined by the 2022 stock option incentive plan, including the company’s core management personnel and core technical (business) personnel who meet the company’s qualifications when the company announces the incentive plan (including the incentive objects reserved and granted in the future).
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors of the company is responsible for organizing and reviewing the assessment;
(II) the company’s securities department, human resources department and finance department form an assessment working group to be responsible for the specific implementation of the assessment. The assessment working group is responsible for and reports to the remuneration and assessment committee of the board of directors.
(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 accuracy of the data;
(IV) the board of directors of the company is responsible for the examination and approval of the assessment results.
5、 Performance evaluation indicators and standards
(I) performance assessment requirements at the company level
The assessment year of stock options granted for the first time and reserved in the incentive plan is four accounting years from 2022 to 2025
The company’s performance appraisal shall be conducted annually and the right shall be exercised to achieve the company’s performance appraisal objectives as the incentive object
Exercise conditions. The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the exercise period
The first exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2022 shall not be less than 20%;
The second exercise period is based on the operating revenue in 2021 and 2022, and the operating revenue will increase in 2022 and 2023
The average value of the rate shall not be less than 20%;
The third vesting period is based on the operating income in 2021, 2022 and 2023, and will be in 2022, 2023 and 2024
The average annual growth rate of operating income shall not be less than 20%;
The fourth vesting period is based on the operating income in 2021, 2022, 2023 and 2024, and will be in 2022 and 2023
The average growth rate of operating revenue in, 2024 and 2025 shall not be less than 20%;
Note: the above operating income is calculated based on the operating income in the audited consolidated statements of the company in the fiscal year, the same below.
Growth rate of operating revenue in 2023 = [average growth rate of operating revenue in 2023 over 2023
Growth rate of annual operating revenue compared with that in 2022) / 2]
Average growth rate of operating revenue in 2022, 2023 and 2024 = [(ratio of operating revenue in 2022 to that in 2021)
Growth rate + growth rate of operating revenue in 2023 compared with that in 2022 + growth rate of operating revenue in 2024 compared with that in 2023
Rate) / 3]
Average growth rate of operating revenue in 2022, 2023, 2024 and 2025 = [(operating revenue in 2022 is lower than that in 2021)
Growth rate of business income + growth rate of operating income in 2023 compared with that in 2022 + growth rate of operating income in 2024 compared with that in 2023
Growth rate of revenue + growth rate of operating revenue in 2025 compared with that in 2024) / 4]
According to the completion of performance assessment objectives in each exercise period (based on the operating income in 2021, 2022)
The annual growth rate of operating income is R1; Based on the operating income in 2021 and 2022, the operating income in 2022 and 2023
The average annual growth rate of operating income is R2; Based on the operating income in 2021, 2022 and 2023
Base, the average growth rate of operating revenue in 2022, 2023 and 2024 is R3; In 2021
Based on the operating income in 2022, 2023 and 2024, the operating income in 2022, 2023, 2024 and 2025
The annual average growth coefficient of all incentive objects is R4)
Determine the number of stock options exercisable in the current period: the first exercise period
Performance completion R1 ≥ 20% 20% R1 ≥ 15% R1 ≥ 10% 10% R1 ≥ 5% 5% R1 ≥ 0% R1 0%
Second exercise period
Performance completion R2 ≥ 20% R2 ≥ 15% R2 ≥ 10% R2 ≥ 5% R2 ≥ 0% R2 0%
The third exercise period
Performance completion R3 ≥ 20% R3 ≥ 15% R3 ≥ 10% R3 ≥ 5% R3 ≥ 0% R3 0%
The fourth exercise period
Performance completion R4 ≥ 20% 20% R4 ≥ 15% 15% R4 ≥ 10% 10% R4 ≥ 5% 5% R4 ≥ 0% R4 0%
Standard coefficient 1 0.9 0.7 0.5 0.3 0
Actual exercisable limit of each period = planned exercisable limit of each period × Standard coefficient.
During the exercise period, the company shall handle the exercise matters for the incentive objects that meet the exercise conditions. During each exercise period, the current share of stock options that the incentive object fails to exercise shall be recovered and cancelled by the company.
(II) performance appraisal requirements at individual level
The individual level performance appraisal shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and appraisal, and the exercise proportion shall be determined according to the appraisal results of the incentive object. The actual exercise amount of the incentive object in the current year = the standard coefficient × The individual’s planned exercise limit of the current year.
The performance evaluation results of incentive objects are divided into four grades: A, B, C and D. the evaluation form is applicable to the evaluation objects. At that time, the exercise proportion of incentive objects will be determined according to the following table:
Assessment rating a B C D
Assessment result (s) s ≥ 90 s ≥ 80 s ≥ 60 s 60
Standard coefficient 1.0 0.5 0
The stock options that cannot be exercised due to personal performance appraisal shall be cancelled by the company.
6、 Assessment period and times
1. Assessment period
The fiscal year before the incentive object applies for stock option exercise.
2. Assessment times
The assessment year of stock options in this stock option incentive plan is four fiscal years from 2022 to 2025, and the assessment is conducted once a year.
7、 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.
8、 Feedback and application of assessment results
1. The examinee has the right to know his own assessment results. The direct supervisor of the incentive object and the human resources department shall notify the examinee of the assessment results within seven working days after the end of the assessment;
2. If the examinee has any objection to the 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 or grade within five working days;
3. The assessment results shall be used as the basis for the exercise of stock options.
9、 Filing of assessment results
1. After the assessment, the human resources department must 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 center shall be responsible for unified destruction three years after the end of the plan.
10、 Supplementary Provisions
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.
Shanghai Fullhan Microelectronics Co.Ltd(300613) board of directors March 7, 2022
