Beijing Kingsoft Office Software Inc(688111)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to further establish and improve the company’s long-term incentive 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 the personal interests of the core team, make all parties pay common attention to and promote the long-term development of the company, and 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 equal incentives and constraints, 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 relevant laws, regulations and normative documents such as 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 Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information, as well as the articles of association In accordance with the relevant provisions of the company’s restricted stock incentive plan in 2022 and in combination with the actual situation of the company, the measures for the administration of the implementation and assessment of Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan (hereinafter referred to as “the measures”) is hereby formulated.
1、 Assessment purpose
Further 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 restricted stock 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 level of management performance 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 equity incentive plan, that is, all incentive objects determined by the remuneration and assessment committee of the board of directors and approved by the board of directors. Including the core management personnel and technical backbone of the company (including subsidiaries).
All the above incentive objects must be assessed when the company grants restricted shares and in accordance with the provisions of the incentive plan
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, and 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 reviewing the assessment results.
5、 Performance appraisal indicators and standards
(I) performance assessment requirements at the company level
1. The appraisal year of restricted shares granted in the incentive plan for the first time is three fiscal years from 2022 to 2024, and the appraisal is conducted once in each fiscal year. The specific appraisal objectives are as follows:
The corresponding test of attribution period is based on the performance in 2021, and the growth rate of operating revenue (a)
Annual target value (AM) trigger value (an)
In the first vesting period, the growth rate of operating revenue in 2022 shall not be lower than that in 2022, and the growth rate of operating revenue in 2022 shall not be lower than 15.00% and 10.00%
In 2022 and 2023, the growth rate of accumulated value in 2023 shall not be lower than that in 2022 and 2023
147.25% 131.00%
In the third vesting period of 2022, 2023 and 2024, the growth rate of cumulative value of operating revenue in 2024 is not low, and the growth rate of cumulative value of annual operating revenue is not less than 300.66% to 264.10%
Performance completion of assessment indicators company level ownership proportion (x)
A≧Am X=100%
Operating revenue growth rate (a) an ≥ a am x = 90%
A
2. If the restricted shares reserved for grant in this incentive plan are granted in 2022, the assessment year of the reserved restricted shares and the assessment arrangement of each assessment year are the same as that of the first grant.
If the restricted shares reserved for grant in the incentive plan are granted in 2023, the assessment year of the restricted shares reserved for grant is two fiscal years from 2023 to 2024, one assessment in each fiscal year, and the specific assessment objectives are as follows:
The corresponding test of attribution period is based on the performance in 2021, and the growth rate of operating revenue (a)
Annual target value (AM) trigger value (an)
Business income in 2022 and 2023
In the first attribution period 2023, the growth rate of the accumulated value shall not be lower than that of the accumulated value
147.25% 131.00%
In the second vesting period of 2022, 2023 and 2024, the growth rate of the cumulative value of operating revenue in 2024 is not low, and the growth rate of the cumulative value of annual operating revenue is not less than 300.66% to 264.10%
Performance completion of assessment indicators company level ownership proportion
A≧Am X=100%
Growth rate of operating revenue (a) an ≤ a am x = 90%
A
(II) meet the performance appraisal requirements of the incentive object at the 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 two grades: up to standard and not up to standard. At that time, the actual number of shares of the incentive object will be determined according to the corresponding ownership proportion at the individual level in the following appraisal and rating table:
The assessment results are up to standard but not up to standard
Ownership ratio 100% 0
If the company meets the performance assessment objectives at the company level in the current year, the number of restricted shares actually owned by the incentive object in the current year = the number of shares planned to be owned by the individual in the current year × 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 due to assessment shall be treated as invalid and shall not be deferred to subsequent years.
6、 Assessment period and times
(I) assessment period
The incentive plan is granted to the company level for the first time, and the performance evaluation period is three fiscal years from 2022 to 2024. If the reserved grant is granted in 2022, the performance evaluation period at the company level will be the same as the first grant; If the reserved grant part is granted in 2023, the performance evaluation period at the company level will be two fiscal years of 2023 and 2024. The performance appraisal at the individual level shall be organized and implemented in accordance with the current relevant provisions of the company.
(II) assessment times
The performance assessment at the company level shall be conducted once every fiscal year, and the performance assessment at the individual level shall be conducted once every assessment period.
7、 Assessment procedure
Under the guidance of the remuneration and assessment committee of the board of directors, the human resources department of the company conducts annual assessment on the incentive objects, and is responsible for verifying and analyzing the annual assessment results, forming a performance assessment report and submitting it to the remuneration and assessment 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 after the appraisal is completed.
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 can review its assessment results according to the actual situation and finally determine the assessment results according to the review results.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the human resources department as confidential information. In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If the record needs to be re signed or revised by the party concerned. The retention period of performance appraisal records is 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 appraisal 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.
Beijing Kingsoft Office Software Inc(688111) board of directors March 23, 2022
