Shenzhen Yitoa Intelligent Control Co.Ltd(300131)
Measures for the administration of incentive funds
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (hereinafter referred to as “the company”), fully mobilize the enthusiasm and creativity of the company’s management, effectively combine the interests of shareholders, the company and the management team, make all parties pay common attention to the long-term development of the company, improve and improve the long-term incentive mechanism and salary distribution system, according to the relevant national laws and regulations and the articles of association, Formulate the measures for the administration of Shenzhen Yitoa Intelligent Control Co.Ltd(300131) incentive fund (hereinafter referred to as “the measures”).
Article 2 the incentive fund referred to in these measures is a super performance incentive fund mainly based on increment. The company has been implementing it since 2021, and the implementation period is 5 years, i.e. 20212025. Based on the increase of the performance in the current year compared with the previously agreed benchmark value, the incentive fund is withdrawn according to the corresponding withdrawal proportion according to the fixed growth rate. The incentive funds withdrawn according to these Measures shall be managed as a whole and allocated and used accordingly in combination with the actual situation.
Article 3 the extraction rules of these measures are set by the company in combination with future development expectations, and there is uncertainty whether they can be realized. There are management risks, market risks, industry risks and the risk that the company’s performance does not reach the expected income. The company hereby solemnly reminds investors to take a comprehensive view of the opportunities and risks existing in the company’s business, make prudent decisions and invest rationally.
Article 4 this incentive fund is a supplement to the company’s existing salary management system. After being deliberated and approved by the general meeting of shareholders of the company, the measures shall be implemented in parallel with the existing salary management system of the company (including the measures for the management of the salary of directors, supervisors and senior managers of the company). Chapter II Scope of participants
Article 5 participants refer to the personnel qualified to participate in the plan, including:
(I) directors (excluding independent directors), supervisors and senior managers of the company;
(II) middle and senior managers of the company (including subsidiaries);
(III) key technical and business personnel of the company (including subsidiaries);
(IV) other employees that the board of directors of the Company deems necessary to be rewarded.
Participants must work in the company (including subsidiaries) during the period of participating in the plan, and there are no following matters. Otherwise, their participation qualification will be cancelled:
(I) being punished or administratively punished for major violations of laws and regulations in the last three years;
(II) those who have been publicly condemned or declared inappropriate by the regulatory authority in the last three years;
(III) serious damage to the interests, reputation and image of the company due to the disclosure of state or company secrets, corruption, theft, embezzlement, bribery, dereliction of duty, dereliction of duty and other acts in violation of national laws and regulations, or acts in violation of public order, good customs, professional ethics and ethics in the last three years;
(IV) circumstances that the remuneration and assessment committee of the board of directors determines that it cannot be the object of participation;
(V) other circumstances specified in relevant laws, regulations or normative documents that cannot become incentive objects.
Chapter III withdrawal of incentive fund
Article 6 the company takes a complete accounting year as an assessment cycle, that is, from January 1 to December 31 of each year as an assessment cycle, and the incentive fund is also accrued on an annual basis.
Article 7 the incentive fund shall take the excess net profit (that is, the part of the net profit before the withdrawal of the incentive fund in the assessment year that exceeds the average net profit of RMB 64278857 million in the three years from 2017 to 2019) as the base, and withdraw the incentive fund of the current year according to the “excess withdrawal proportion” listed in the following table. The details are as follows:
The fixed ratio of net profit does not exceed 20% (inclusive) 20% (exclusive) 100% (exclusive) 200% (exclusive) more than 400% (the part of the non growth rate range – 100% (inclusive) – 200% (inclusive) – 400% (inclusive)
Proportion of over withdrawal: 15%, 25%, 30%, 35%, 40%
The annual incentive fund shall be subject to the lower of the amount calculated in accordance with the above table and 30% of the net profit before withdrawing the incentive fund in the current year.
Note 1: the above “net profit” indicators refer to the audited net profit attributable to the shareholders of the listed company, and exclude the incentive cost impact caused by the implementation of equity incentive plan or employee stock ownership plan during the implementation period of these measures;
Note 2: the above “net profit” indicators have excluded the net profit data generated by the operating entities that have been stripped or are being stripped by the listed company as of the announcement date of these measures and are no longer included in the consolidated statements of the listed company in the corresponding year, including but not limited to United ChuangTai, Yi Hytera Communications Corporation Limited(002583) , Cai Haolong, Xin Sanqi 30 business entities (including subsidiaries and business entities within the scope of their consolidated statements);
Note 3: according to the actual situation, the company withdraws the incentive fund within the limit of the scale of the incentive fund that can be withdrawn in the assessment year, and the specific withdrawal amount shall be subject to the audit results of the accounting firm.
Article 8 if the company’s business performance fails to meet the threshold value of the incentive fund specified in these measures except for the company’s major strategic investment projects, the incentive fund will not be withdrawn; If the company’s business performance drops significantly due to the impact of the company’s major strategic investment projects, the board of directors of the company authorizes the remuneration and assessment committee of the board of directors of the company to eliminate such major impact according to the actual situation and approve the incentive fund according to these measures.
Article 9 in case of retroactive adjustment to the operating performance of previous years due to accounting policy adjustment or accounting errors, the board of directors shall adjust the incentive fund withdrawn in previous years, and the difference shall be added or deducted when calculating the amount of incentive fund withdrawn in the year when the adjustment is determined.
Chapter IV purpose and distribution of incentive fund
Article 10 the main purposes of the incentive fund are:
(I) part of the funds of the incentive fund withdrawn every year shall be used as the fund source for the company’s cash incentives to the participants; The company withdraws part of the funds from the reward fund every year to reward the participants directly in cash or by installments; (II) part of the funds of the incentive fund withdrawn every year are given to the participants through the long-term asset management products established by professional institutions with asset management qualification in the form of deferred payment or other ways in accordance with laws and regulations;
(III) part of the bonus fund withdrawn every year can be reserved as the fund source for the company to supplement the later bonus and motivate future employees; According to the needs of the company’s business development, the company shall formulate corresponding plans, which shall be distributed and used after being approved by the remuneration and assessment committee of the board of directors of the company;
(IV) other uses in compliance with laws and regulations.
According to the above principles, the human resources center of the company formulates the specific use plan of the incentive fund, which can be implemented after being approved by the remuneration and assessment committee of the board of directors of the company.
Article 11 distribution of incentive fund
After the annual report is reviewed and approved by the general meeting of shareholders, the human resources center of the company shall formulate the distribution plan of the annual incentive fund, which shall be implemented after being approved by the remuneration and assessment committee of the board of directors of the company.
Chapter V Decision Making and management of incentive fund
Article 12 the general meeting of shareholders is the highest decision-making body of the incentive fund plan and exercises the following functions and powers:
(I) review and approve the measures for the administration of incentive funds;
(II) review and approve the scheme for directors, supervisors and senior managers to obtain rewards when the incentive fund is used, except that the incentive fund is not withdrawn in the current year with the approval of the board of directors;
(III) review the amendments and changes of the measures for the administration of incentive funds;
(IV) other matters to be considered by the general meeting of shareholders. Article 13 the board of directors of the company is the top management organization of the incentive fund plan and exercises the following functions and powers:
(I) review and approve the annual incentive fund accrual plan;
(II) when reviewing and approving the use of the award fund, the party to obtain the award for personnel other than directors, supervisors and senior managers
Case;
(III) deliberating and approving not to withdraw the award fund;
(IV) other functions and powers related to the incentive fund granted by the general meeting of shareholders.
Article 14 the remuneration and assessment committee of the board of directors of the company shall exercise the following functions and powers:
(I) be responsible for the qualification examination of the participants;
(II) be responsible for verifying the assessment results of the participants;
(III) the board of directors of the company grants the relevant functions and powers of the remuneration and assessment committee of the board of directors of the company in accordance with the management measures.
Article 15 the board of supervisors of the company, as the supervisory body of the incentive fund plan, shall exercise the following functions and powers:
(I) supervise the formulation and implementation of the incentive fund scheme;
(II) other supervisory powers of the board of supervisors related to the incentive fund.
Chapter VII supplementary provisions
Article 16 the financial and accounting treatment and taxation involved in these Measures shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems.
Article 17 under any of the following circumstances, the implementation of the measures for the administration of incentive funds shall be terminated:
(I) due to changes in relevant policies, the measures for the administration of incentive funds cannot be implemented;
(II) the company applies for bankruptcy, liquidation and dissolution;
(III) the company has serious business difficulties, and the measures are terminated by the resolution of the board of directors;
(IV) in case of major changes in the market or other major events of the company, the measures shall be terminated by resolution of the board of directors;
(V) other requirements stipulated in relevant laws, regulations and normative documents require the termination of these measures.
Article 18 the board of directors of the company shall be responsible for the interpretation of these measures.
Article 19 amendments and supplements to these Measures shall be approved by the general meeting of shareholders.
Article 20 in case of any conflict between these measures and relevant national laws and regulations, the latter shall prevail.
Article 21 these Measures shall be implemented after being deliberated and adopted by the general meeting of shareholders.
Shenzhen Yitoa Intelligent Control Co.Ltd(300131) board of directors
March 18, 2002
