Shenzhen Refond Optoelectronics Co.Ltd(300241)
In order to ensure the smooth progress of the stock option and restricted stock incentive plan of Shenzhen Refond Optoelectronics Co.Ltd(300241) (hereinafter referred to as “the company”) in 2022, further improve the corporate governance structure of the company, form a good and balanced value distribution system, encourage the employees of the company to work honestly and diligently, and ensure the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, 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 gem of Shenzhen Stock exchange (revised in December 2020), the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and other laws and regulations The administrative measures for the implementation and examination of the stock option and restricted stock incentive plan in Shenzhen Refond Optoelectronics Co.Ltd(300241) 2022 (hereinafter referred to as the “measures”) are hereby formulated in accordance with the provisions of normative documents, the articles of association of Shenzhen Refond Optoelectronics Co.Ltd(300241) and the stock option and restricted stock incentive plan in Shenzhen Refond Optoelectronics Co.Ltd(300241) 2022 (hereinafter referred to as the “measures”).
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 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 these 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 management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects determined in the plan, including the company’s directors, senior managers, core management backbone and core technology (business) backbone (including foreign employees, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors of the company is responsible for organizing and reviewing the assessment;
(II) the human resources department of the company is responsible for the specific implementation of the assessment. Assessment of directors of the company by the working group
The remuneration and assessment committee of the board of directors shall be responsible for and report.
(III) the human resources department, finance department and other relevant departments of the company are responsible for the collection and submission of relevant assessment data
And be responsible for the authenticity and accuracy of the data;
(IV) the board of directors of the company is responsible for the examination and approval of the assessment results.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year of stock options and restricted stocks granted for the first time in the plan is 20222023
In the two fiscal years, the performance assessment shall be conducted annually to achieve the performance assessment objectives as the exercise of incentive objects
/Lift the restrictions on sales.
The annual performance assessment objectives of stock options and restricted stocks granted for the first time are shown in the table below:
Annual performance assessment objectives for the assessment of exercise / lifting of sales restriction period
The first exercise / lifting of restrictions on sale period in 2022 is based on the operating revenue in 2021, and the growth rate of operating revenue in 2022 is not less than 20%; The second exercise / lifting of restrictions on sale period in 2023 is based on the operating income in 2021, and the growth rate of operating income in 2023 is not less than 40%;
Note: the above “operating income” is calculated based on the data of the company’s audited consolidated financial statements.
If the reserved stock option is granted before the disclosure of the company’s third quarter report in 2022, the reserved part
The performance evaluation of stock options is consistent with the first grant; If some stock options are reserved, they will be released in the third quarter of 2022
After the disclosure of the degree report, the performance evaluation years of some stock options are reserved for 20232024
In the fiscal year, the assessment is conducted once every fiscal year, and the performance assessment objectives of each year are shown in the table below:
Annual performance assessment objectives during the exercise period
The first exercise period in 2023 is based on the operating income in 2021, and the growth rate of operating income in 2023 shall not be less than 40%;
The second exercise period in 2024 is based on the operating income in 2021, and the growth rate of operating income in 2024 shall not be less than 60%;
Note: the above “operating income” is calculated based on the data of the company’s audited consolidated financial statements.
If the company fails to meet the above performance assessment objectives, all incentive objects shall exercise their rights according to the plan of the assessment year
Stock options shall not be exercised and shall be cancelled by the company.
If the company fails to meet the above performance assessment objectives, all incentive objects shall be relieved of the limit corresponding to the assessment plan of the current year
The restricted shares sold shall not be lifted, but shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price plus silver
Bank deposit interest for the same period.
(II) performance appraisal requirements at individual level
The individual level assessment of incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and assessment. The performance appraisal results of the incentive object are divided into four grades: “a”, “B”, “C” and “d”, and the exercise / lifting of restriction ratio is determined according to the appraisal results of the incentive object, as shown in the table below:
Assessment results a B C D
Standard coefficient 100% 80% 60% 0
If the annual performance assessment at the company level meets the standard, the actual exercise / lifting of sales restriction limit of the incentive object in the current year = the standard coefficient at the individual level × The individual plans to exercise / lift the sales restriction limit in the current year.
The part of the incentive object that cannot be exercised according to the assessment results in the current year shall be cancelled by the company;
The part of the incentive object that cannot be lifted according to the assessment results in the current year shall be repurchased and cancelled by the company according to the grant price.
6、 Number and period of assessment
(I) assessment period
The fiscal year prior to the application for exercise of the stock options granted to the incentive object; The fiscal year prior to the application for lifting the restrictions on the sale of restricted shares granted to incentive objects.
(II) assessment times
Implement annual assessment and organize comprehensive assessment and evaluation 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.
The remuneration and assessment committee of the board of directors of the company shall determine the qualification and quantity of incentive objects to exercise rights / lift restrictions on sales according to the assessment report.
8、 Feedback and application of assessment results
(I) the examinee has the right to know his own assessment results, and the employee’s direct supervisor and human resources department shall notify the examinee of the assessment results within seven working days after the end of the assessment;
(II) if the examinee has any objection to the assessment results, it can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can appeal to the nomination, remuneration and assessment committee of the board of directors of the company. The nomination, remuneration and assessment committee of the board of directors of the company shall review and determine the final assessment result or grade within five working days;
(III) the assessment results shall be used as the basis for the exercise of stock options and the lifting of restrictions on the sale of restricted shares.
9、 Filing of assessment results
(I) after the assessment, the human resources department shall keep all assessment records of performance assessment.
(II) in order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be revised or recorded again, they must be signed by the assessment recorder.
(III) the results of performance appraisal shall be archived and kept as confidential information, and the human resources department shall be responsible for unified destruction three years after the end of the plan.
10、 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 plan comes into force.
Shenzhen Refond Optoelectronics Co.Ltd(300241)
Board of directors
February 21, 2023
