Shanghai Rightongene Biotechnology Co.Ltd(688217)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shanghai Rightongene Biotechnology Co.Ltd(688217) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the company’s long-term incentive and restraint 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 employees, and jointly promote the long-term development of the company, To ensure the realization of the company’s development strategy and business objectives, the company plans to implement the restricted stock incentive plan in 2022 (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 rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guide for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws Regulations and normative documents, as well as the relevant provisions of the articles of association and the company’s restricted stock incentive plan, and in combination with the actual situation of the company, these measures are hereby formulated.
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 restricted stock incentive plan in 2022, 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 the performance of the assessment objects in strict accordance with these measures, so as to realize the close combination of the restricted stock incentive plan in 2022 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
These measures are applicable to all incentive objects participating in the company’s restricted stock incentive plan, that is, all incentive objects determined by the salary and assessment committee and approved by the board of directors, including senior managers, core technicians, technical and business backbone personnel of the company.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and organizing the assessment of incentive objects.
(II) the human resources department of the company is responsible for the specific implementation of the assessment. The human resources department 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 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.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year of the equity incentive plan is three fiscal years from 2022 to 2024, with one assessment in each fiscal year. Taking the company’s operating income in 2021 as the performance base, the operating income growth rate (a) of the constant ratio performance base from 2022 to 2024 is assessed, and the ownership proportion (x) at the company level is determined according to the completion of the index. The annual performance evaluation objectives of restricted shares granted for the first time by the equity incentive plan are arranged as follows:
Growth rate of operating revenue (a)
The vesting period corresponds to the assessment year
Target value (AM) trigger value (an)
First vesting period 202225% 20%
Second vesting period 202350% 40%
Third vesting period 202475% 60%
Index performance completion ratio company level ownership ratio (x)
A≧Am X=100%
Operating revenue growth rate (a) an ≤ a am x = 80%
A
If the reserved restricted shares are granted within 2022, the annual performance assessment objectives of the reserved restricted shares are the same as those of the first grant; If the reserved restricted shares are granted in 2023, the assessment year of the reserved granted shares will be two fiscal years from 2023 to 2024, and one assessment will be made in each fiscal year. Taking the company’s operating revenue in 2021 as the performance base, the operating revenue growth rate (a) of the constant ratio performance base from 2023 to 2024 is assessed, and the company level attribution proportion (x) is determined according to the completion of the index. The annual performance assessment objectives of reserved restricted stocks granted in 2023 are arranged as follows:
Growth rate of operating revenue (a)
The vesting period corresponds to the assessment year
Target value (AM) trigger value (an)
First vesting period 202350% 40%
Second vesting period 202475% 60%
Index performance completion ratio company level ownership ratio (x)
A≧Am X=100%
Operating revenue growth rate (a) an ≤ a am x = 80%
A
(II) 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. The performance appraisal results of the incentive object are divided into five grades: A, B, C, D and E (the ownership proportion at the individual level corresponding to the individual performance appraisal of the year in which the incentive object leaves during the appraisal period is 0). At that time, the actual number of shares of the incentive object will be determined according to the ownership proportion at the individual level corresponding to the following appraisal rating table:
Evaluation results a b c d e
Personal ownership ratio 100% 100% 80% 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 × Company level ownership ratio × Personal ownership ratio.
The rights and interests of the restricted shares that the incentive object plans to belong to in the current period that cannot be attributed or cannot be fully attributed due to assessment reasons shall be invalid and shall not be deferred to subsequent years.
6、 Assessment period and times
The assessment period of the first grant of the equity incentive plan is three fiscal years from 2022 to 2024. If the reserved restricted shares are granted within 2022, the annual performance assessment objectives of the reserved restricted shares are the same as those of the first grant; If the reserved restricted shares are granted in 2023, the assessment year of the reserved granted shares is two fiscal years from 2023 to 2024. Company level performance appraisal and individual level performance appraisal shall be 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、 Assessment result management
(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 15 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 20 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.
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.
Shanghai Rightongene Biotechnology Co.Ltd(688217) board of directors March 11, 2022
