Suzhou Slac Precision Equipment Co.Ltd(300382)
Management measures for the implementation and assessment of restricted stock incentive plan in 2021
Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the company’s incentive and restraint mechanism, form a good and balanced value distribution system, fully mobilize the enthusiasm of the company’s core team and 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 “equity incentive plan” or “restricted stock incentive 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 on the gem (revised in 2020), the guide for business handling of companies listed on the gem No. 5 – equity incentive and other relevant laws These measures are formulated in accordance with the relevant provisions of laws, regulations and normative documents, the articles of association and the company’s restricted stock incentive plan, 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 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 the 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 overall performance of the company and maximize the interests of the company and all shareholders.
3、 Assessment scope
The assessment scope of the Measures refers to the incentive objects determined in the incentive plan, including middle-level managers and technical (business) backbone personnel, excluding directors (including independent directors), supervisors and senior managers, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
All incentive objects must work in the company or holding subsidiaries when the plan grants rights and interests and during the assessment period of the plan, and have signed labor contracts, labor contracts or employment contracts with the company or holding subsidiaries.
4、 Assessment organization
(i) The remuneration and assessment committee of the board of directors is responsible for leading and reviewing the assessment of incentive objects. （2） The personnel administration department of the company is responsible for the specific implementation of the assessment. The HR & administration department shall be responsible for and report to the remuneration and assessment committee of the board of directors.
（3） The personnel administration 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.
5、 Assessment system
(i) Company level performance assessment requirements
The assessment year of the restricted shares granted for the first time in the incentive plan is two fiscal years from 2022 to 2023, and one assessment is made in each fiscal year. The “net profit growth rate” of each assessment year is assessed based on the net profit in 2021, and the achievement of performance assessment objectives is taken as the attribution condition. The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in attribution period
The first attribution period is based on 2021, and the net profit growth rate in 2022 is not less than 15%.
The second attribution period is based on 2021, and the net profit growth rate in 2023 is not less than 30%.
Note: 1 The above “net profit” is calculated based on the net profit attributable to shareholders of the listed company after deducting non recurring profits and losses, excluding the impact of share based payment expenses of incentive plans in each period. 2. The above “net profit” shall be calculated based on the data contained in the consolidated statements audited by an accounting firm with securities and futures practice qualification hired by the company.
The incentive costs incurred by the incentive plan will be disbursed in the administrative expenses. If the company fails to meet the above performance assessment objectives, all restricted shares of all incentive objects corresponding to the planned ownership in the assessment year will be cancelled and invalid.
（2） Meet the performance appraisal requirements at the individual level of the incentive object
The individual level assessment of the incentive object shall be organized and implemented in accordance with the current salary and assessment regulations of the company, the incentive object shall be assessed according to the assessment standards of the subsidiary to which the incentive object belongs, and the actual number of shares shall be determined according to the assessment results. The HR administration department of the company will evaluate and score the incentive objects according to the annual performance appraisal agreement in each appraisal year, and the company will confirm the individual ownership appraisal coefficient according to the individual appraisal results s of the incentive objects in the previous fiscal year.
Personal attribution assessment coefficient = s / 150, and the maximum score of S is 150 points.
On the premise of achieving the company’s performance objectives, the number of restricted shares actually attributable to the incentive object in the current year = the number of individual planned attributable shares in the current year × Personal attribution assessment 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 shall be invalid and shall not be deferred to future years. 6、 Application of assessment results
(i) If the company fails to meet the performance assessment requirements at the company level in a certain year, the restricted shares of all incentive objects corresponding to the assessment plan in the current year shall not be attributed or deferred to the next period, and shall be invalid. （2） If the annual 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 × Personal attribution assessment 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 shall be invalid and shall not be deferred to future years.
7、 Assessment period
The fiscal year before the incentive object plans to belong to restricted stocks.
8、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the personnel administration 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.
9、 Assessment result management
(i) Feedback and appeal of appraisal results the appraisee has the right to know his own appraisal results, and the employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the end of the appraisal work. If the appraisee has any objection to his / her assessment results, he / she can communicate with the HR & administration 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 10 working days.
（2） After the assessment, the assessment results shall be archived and kept by the personnel administration department as confidential data.
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 and departmental rules issued and implemented in the future, the laws, administrative regulations and departmental rules issued and implemented in the future shall prevail.
（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.
Suzhou Slac Precision Equipment Co.Ltd(300382) board of directors
December 30, 2021
