Shen Zhen Australis Electronic Technology Co.Ltd(300940)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shen Zhen Australis Electronic Technology Co.Ltd(300940) (hereinafter referred to as “the company”) in order to further establish and improve the company’s long-term incentive mechanism, attract and retain 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 make all parties pay common attention to the long-term development of the company, To ensure the realization of the company’s development strategy and business objectives, on the premise of fully protecting the interests of shareholders and in accordance with the principle of matching income and contribution, the company has formulated the Shen Zhen Australis Electronic Technology Co.Ltd(300940) 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 GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – business handling 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
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.
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 directors, senior managers, middle managers, core technology (business) backbone and other personnel that the board of directors deems necessary to be encouraged.
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) meet the performance assessment requirements at the company level
The appraisal year of the restricted shares to be granted in the incentive plan is three fiscal years from 2022 to 2024. The growth rate of the company’s operating income is assessed annually, once in each fiscal year.
The performance assessment objectives of the restricted shares granted in each year are as follows:
Performance assessment objectives in the period of lifting sales restriction / ownership
The first period of lifting the restrictions on sales / attribution is based on the operating revenue in 2021, and the growth rate of operating revenue in 2022 is not less than 5%;
The second period of lifting the restrictions on sales / attribution is based on the operating income in 2021, and the growth rate of operating income in 2023 is not less than 11%;
The third period of lifting restrictions on sales / attribution is based on the operating income in 2021, and the growth rate of operating income in 2024 is not less than 18%;
Note: “operating income” is subject to the audited consolidated statements of accounting firms.
(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 relevant provisions on individual performance appraisal of equity incentive formulated by the company, and the number of shares actually released from the restriction / ownership shall be determined according to the appraisal results of the incentive object. The performance appraisal scores of the incentive object are divided into four grades. At that time, the actual number of shares of the incentive object that are released from the restriction / ownership will be determined according to the corresponding personal performance coefficient in the following appraisal rating table:
Individual annual performance results are excellent, good, qualified and unqualified
Personal performance coefficient 100% 80% 60% 0
If the company level performance assessment meets the standard, the number of restricted shares actually released / vested by the incentive object in the current year = the number of shares that the individual plans to release / vest in the current year × Personal performance coefficient.
If the restricted shares of class I of the incentive object that are planned to be lifted in the current period cannot be lifted or completely lifted due to assessment reasons, the company shall repurchase and cancel them at the grant price. If the restricted stocks of the second category 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 will be invalid and cannot be deferred to the next year.
6、 Assessment year and times
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal 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 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 remuneration and assessment committee of the board of directors. The remuneration and assessment committee of the board of directors 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 remuneration and assessment committee of the board of directors.
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.
Shen Zhen Australis Electronic Technology Co.Ltd(300940) March 15, 2022
