Tongfu Microelectronics Co.Ltd(002156) ( Tongfu Microelectronics Co.Ltd(002156) ) management measures for the implementation and assessment of stock option incentive plan in 2022
Tongfu Microelectronics Co.Ltd(002156)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
Tongfu Microelectronics Co.Ltd(002156) (hereinafter referred to as “the company”) in order to standardize the implementation of the stock option incentive plan in 2022, 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 guidelines for the self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws and regulations In accordance with the relevant provisions of the normative documents and the articles of association, the administrative measures for the implementation and assessment of Tongfu Microelectronics Co.Ltd(002156) 2022 stock option incentive plan is hereby formulated. 1、 Assessment purpose
1. Advocate a value creation oriented performance culture and establish a benefit sharing and restraint mechanism between shareholders and management team.
2. Encourage continuous value creation and ensure the long-term and steady development of the enterprise.
3. Attract and retain excellent management talents and business backbone. Fully mobilize the enthusiasm and creativity of employees and enhance the competitiveness of the company.
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 stock incentive plan and 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 object
These measures are applicable to all incentive objects participating in the company’s stock option incentive plan.
4、 Assessment organization
1. The remuneration and assessment committee under the board of directors is responsible for leading and organizing the assessment of incentive objects. 2. The remuneration and assessment committee appoints the company’s human resources department, finance department and other relevant functional departments to form an assessment working group (hereinafter referred to as the “Assessment Working Group”), which is responsible for the collection and provision of relevant assessment data and the specific implementation of assessment work. The assessment working group is responsible for and reports to the remuneration and assessment committee.
3. The board of directors of the company is responsible for the examination and approval of these measures and the examination results.
5、 Assessment index
1. Company level performance assessment requirements
Taking the operating income in 2020 as the performance base, the growth rate (a) of the operating income in each assessment year compared with the operating income base in 2020 is assessed, and the adjustment is determined according to the annual completion of the above indicators
Tongfu Microelectronics Co.Ltd(002156) ( Tongfu Microelectronics Co.Ltd(002156) ) management measures for the implementation and assessment of stock option incentive plan in 2022
The exercise proportion (x), performance assessment objectives and exercise proportion are arranged as follows:
Growth rate of operating revenue in 2020 (a) unlocking period corresponds to the assessment year
Trigger value (an) target value (AM)
The first exercise period is 76.04% and 83.38% in 2022
The second exercise period is 112.72% and 120.06% in 2023
Note: “operating income” is subject to the consolidated statements audited by the accounting firm.
Evaluation index performance completion degree overall exercise proportion remarks
A ≥ am x = 100% exercise
Business ratio in 2020
An ≤ a ＜ am x = growth rate of 80% exercise and 20% cancellation income (a)
A ＜ an X = 0 100% cancellation
2. Performance assessment requirements at individual level
The individual performance appraisal object shall be determined according to the individual performance appraisal results of the company. The performance appraisal scores of incentive objects are divided into three grades. At that time, the actual individual exercise proportion (y) will be determined according to the corresponding individual level appraisal results in the following appraisal rating table:
Assessment result (s) good (a) qualified (b) unqualified (c)
Individual exercise proportion (y): 100% 0%
In each exercise period, the number of stock options actually exercisable by the incentive object in the current period = the number of stock options that the individual plans to exercise in the current period × Overall exercise proportion (x) × The individual exercise proportion (y), and the stock options that cannot be exercised by the incentive object in the assessment year shall be cancelled by the company.
6、 Assessment period and times
1. Assessment period: the fiscal year before the incentive object exercises its rights.
2. Assessment times: once a year during the period of stock option incentive plan.
Tongfu Microelectronics Co.Ltd(002156) ( Tongfu Microelectronics Co.Ltd(002156) ) management measures for the implementation and assessment of stock option incentive plan in 2022
7、 Assessment procedure and result management
1. Assessment procedure
Under the guidance of the salary and appraisal committee, the appraisal working group is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits it to the salary and appraisal committee. The board of directors of the company is responsible for reviewing the assessment results.
2. Feedback of assessment results
The incentive objects have the right to know their own assessment results. The internal assessment working group of the company shall notify the incentive objects of the assessment results within five working days after the assessment.
3. Appeal of assessment results
If the examinee has any objection to the assessment results, he can appeal to the human resources department within one week from the date when he officially gets the feedback of the assessment results. The human resources department shall investigate and confirm the complainant’s appeal request, put forward handling suggestions and report to the salary and assessment committee within 10 working days from the date of receiving the respondent’s appeal. The salary and assessment committee makes a comprehensive assessment of the appeal, and the ruling result is the final assessment result of the examinee.
4. Filing of assessment results
After the assessment, the assessment results shall be archived and kept as confidential information for three years after the end of the incentive plan.
8、 Supplementary Provisions
1. 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.
2. These Measures shall come into force on the date when they are deliberated and adopted by the board of directors and submitted to the general meeting of shareholders of the company for deliberation and approval Tongfu Microelectronics Co.Ltd(002156) board of directors March 11, 2022
