Shenzhen Crastal Technology Co.Ltd(300824)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as "the company") in order to further improve the corporate governance structure, improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, fully mobilize the enthusiasm of the company's employees and make them work more honestly and diligently, so as to ensure the steady improvement of the company's performance and the realization of the company's development strategy and business objectives, 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, these measures are hereby formulated 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 and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and 2022 fixed-term stock incentive plan (Draft), and in combination with the actual situation of the company.
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 company's restricted stock incentive plan in 2022, and give full play to the role of equity incentive to the greatest extent.
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 restricted stock incentive plan with the work performance and contribution of the incentive objects, so as to improve the overall performance scale 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.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and reviewing 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 reviewing the assessment results.
5、 Assessment criteria
(I) performance assessment requirements at the company level:
The incentive plan will assess the company's performance indicators by year in the fiscal year from 2022 to 2025, so as to achieve the performance assessment goal as one of the ownership conditions of the incentive object in the current year. The ownership arrangement, performance assessment objectives and ownership proportion of restricted shares granted for the first time and reserved in the incentive plan are shown in the table below:
The attribution arrangement corresponds to the annual performance assessment objectives
In the first vesting period, in 2022, the company's private brand operating revenue increased by no less than 15% year-on-year in 2021; And the net profit of the company has a year-on-year growth rate of no less than 10% in 2021
In the second vesting period, in 2023, the growth rate of the company's private brand operating revenue year-on-year in 2021 shall not be less than 30%; In addition, the net profit of the company has a year-on-year growth rate of no less than 20% in 2021
In the third vesting period, in 2024, the growth rate of the company's private brand operating revenue year-on-year in 2021 shall not be less than 45%; And the net profit of the company has a year-on-year growth rate of no less than 30% in 2021
In the fourth vesting period, in 2025, the growth rate of the company's private brand operating revenue year-on-year in 2021 shall not be less than 60%; And the net profit of the company has a year-on-year growth rate of no less than 40% in 2021
Note: 1. The above "operating income of the company's own brand" refers to the operating income of the company's independently developed brand products after audit; 2. The above "net profit of the company" refers to the sum of the net profit deducting non recurring profits and losses attributable to the shareholders of the listed company and the impact of share based payment expenses related to the equity incentive plan on the current net profit, the same below.
Company level assessment results company level attribution coefficient
The completion degree of annual growth rate of the company's private brand operating revenue m ≥ 100% and 100%
The net profit of the company has a year-on-year growth rate and the completion degree n ≥ 100%
The completion degree of annual growth rate of the company's private brand operating revenue m ＜ 100% or 0%
Year on year growth rate of net profit of the company n 100%
During the vesting period, the company shall handle the registration of stock vesting for the incentive objects that meet the vesting conditions. If the current performance level of the company fails to meet the performance assessment target conditions in each attribution period, all the restricted stocks that can be attributed to all incentive objects in the corresponding assessment year will be cancelled and invalidated.
(II) performance appraisal requirements at the individual level of incentive objects:
The individual assessment of the incentive object shall be implemented according to the relevant internal performance assessment system of the company, and the attribution coefficient shall be confirmed according to the assessment results of the assessment year corresponding to the attribution period. The individual performance evaluation of incentive objects can be divided into qualified and unqualified, and the corresponding attribution is as follows:
Qualified or unqualified assessment results at individual level
Personal attribution coefficient 100% 0%
The number of restricted shares actually owned by the incentive object in the current year = the number of individual planned ownership in the current year × Company level attribution coefficient × Personal attribution coefficient.
If the restricted shares 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.
The specific assessment contents of the incentive plan shall be implemented in accordance with the company's assessment management measures.
6、 Assessment period and times
The assessment year of the incentive plan is four fiscal years from 2022 to 2025, with one assessment 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 / her assessment results, he / she can communicate with the human resources department for settlement within 5 working days after receiving the assessment results. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee, which 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 salary and assessment committee.
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.
Shenzhen Crastal Technology Co.Ltd(300824) board of directors
March 24, 2022
