Assessment measures for the implementation of stock option incentive plan in 2022
In order to promote Xgd Inc(300130) (hereinafter referred to as “the company”) to establish and improve the medium and long-term incentive mechanism combining incentive and restraint, ensure the smooth progress of the stock option incentive plan, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the decision-making level of the company’s operation and management, middle and senior managers and core backbone personnel to work hard, and ensure the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, these measures are formulated in accordance with relevant national regulations and the actual situation of the company.
1、 Assessment purpose
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, advocate the concept of common and sustainable development of the company with the management and key employees, fully mobilize the enthusiasm of directors, senior managers, middle managers and core key employees, improve the company’s core competitiveness, ensure the smooth implementation of the company’s stock option incentive plan in 2022, and ensure the realization of the company’s development strategy and business objectives, The company formulates this plan in accordance with the company law, securities law, measures for the administration of equity incentive of listed companies, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and other relevant laws, regulations, normative documents and the articles of association.
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 stock option 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 this stock option incentive plan.
4、 Assessment organization
4.1 the board of directors of the company is responsible for formulating and revising these measures.
4.2 the remuneration and assessment committee of the board of directors of the company is responsible for leading and reviewing the assessment of incentive objects. 4.3 the remuneration and assessment committee of the board of directors of the company shall review and make resolutions on the assessment results of incentive objects.
4.4 the human resources center of the company is responsible for the collection and provision of assessment data, and is responsible for the authenticity and reliability of the data.
5、 Assessment index and evaluation standard
Assessment indicators: the annual exercisable amount of stock options of incentive objects is jointly determined according to the assessment results of the company’s financial performance indicators and the company’s internal performance assessment indicators.
5.1 assessment of financial performance indicators at the company level:
5.1.1 performance conditions of the company in each exercise period of stock options
The stock options granted in this incentive plan are exercised in two phases. The exercise assessment year is from 2022 to 2023. The company will conduct performance assessment on the incentive objects annually, once every accounting year, so as to meet the performance assessment objectives as one of the exercise conditions of the incentive objects. The performance appraisal objectives in the performance appraisal are as follows:
Performance appraisal objectives in exercise period
Based on the net profit of 2021, the first exercise period of stock options in 2022 relative to 2021
Net profit growth rate shall not be less than 20%
Based on the net profit in 2021, the second exercise period of stock options in 2023 is relative to that in 2021
Net profit growth rate shall not be less than 40%
Note: 1. “Net profit” in 2021, 2022 and 2023 refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, but excluding the impact of share based payment expenses of this and subsequent incentive plans as the calculation basis.
2. The performance objectives involved in the above exercise conditions of stock options do not constitute the company’s performance prediction and substantive commitment to investors. 5.1.2 special provisions on equity financing of the company during the period of option validity
5.1.2.1 if the company conducts equity financing within the validity period of the option, and the purpose of financing is to purchase assets by issuing shares as a means of payment or use the raised funds to purchase assets, the impact of financing shall be excluded when calculating the exercise conditions. The specific method is as follows: in the exercise period starting from the year after the completion of equity financing, when calculating the exercise conditions, the “net profit” used to calculate the net profit growth rate shall be the amount of net profit corresponding to deducting this part of new assets.
5.1.2.2 if the company conducts equity financing within the validity period of the option, the purpose of financing is not to purchase assets as a means of payment, and the raised funds are not used to purchase assets, the relevant performance indicators will not be adjusted during the exercise period starting from the year after the completion of equity financing.
5.1.2.3 if the company has carried out equity financing during the validity period of the option, part of the shares issued as a means of payment is to buy assets, or part of the raised funds are used to buy assets, and the resolution date of the board of directors of the equity financing is later than the resolution date of the board of directors of this equity incentive draft, the shares issued as a means of payment is to buy assets or the part of the raised funds are used to buy assets, Eliminate the impact of this part in accordance with the provisions of paragraph 1 above; The remaining part shall not be adjusted in accordance with the provisions of paragraph 2 above.
5.2 requirements for individual performance appraisal of incentive objects:
In each fiscal year within the validity period of the equity incentive, the equity incentive objects also need to carry out corresponding performance assessment requirements at the individual level. The individual level assessment of incentive objects shall be organized and implemented in accordance with the relevant provisions of the company:
Individual level performance appraisal result individual level coefficient
Qualified 100%
Unqualified 0%
If the annual company level performance assessment meets the standard, the incentive object’s individual actual exercise limit in the current year = individual level coefficient individual planned exercise limit in the current year.
The incentive object can exercise the right only when the assessment results of the previous fiscal year must comply with the relevant performance management regulations of the company.
5.3 treatment of stock options that fail to meet the exercise conditions
If the company’s performance conditions in any year during the exercise period do not meet the exercise conditions, the stock options granted but not exercised during the corresponding exercise period shall be cancelled by the company. If the individual performance appraisal of the incentive object in any year during the exercise period fails to meet the standard, the stock options granted to the incentive object in the corresponding exercise period but not meeting the exercise conditions and not yet exercised according to the plan shall be cancelled by the company.
6、 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 shall determine the exercise qualification and quantity of incentive objects according to the assessment report.
The internal performance assessment of the company mainly assesses the individual performance of the incentive object, and the assessment procedures are as follows:
6.2.1 directors, senior managers and some middle managers of the company
6.2.1.1 performance contract signing: at the beginning of each year, according to the company’s business objectives and the company’s KPI objectives, set the KPI of each level organization, and sign the performance contract. The performance of directors, senior managers and some middle managers is consistent with the team performance.
6.2.1.2 KPI assessment: at the end of each year, the assessment shall be conducted according to the KPI formulated at the beginning of the year. Among them, the performance of senior managers and some middle managers shall be evaluated by the general manager or deputy general manager of the company.
6.2.2 the performance evaluation of other middle-level managers and core backbone employees shall be organized by the human resources center according to the requirements of the company’s administrative document Xgd Inc(300130) performance management system, and shall be preliminarily evaluated by their direct superiors and re evaluated by higher-level managers.
6.2.3 during the performance appraisal period, the incentive objects violate the company’s red line (embezzlement and bribery, embezzlement / embezzlement of the company’s property / property; disclosure of the company’s secrets and damage the company’s interests; fraud (including reporting relevant data, fraud, concealing education and identity, punching cards, etc.), violation of laws and regulations, major internal discipline violations, major dereliction of duty, dereliction of duty, major customer complaints caused by work mistakes According to the low completion rate of KPI targets set by the Department, insufficient working ability to be competent for the current position and other matters damaging the company’s reputation, economic interests and corporate public image, the assessment results of relevant incentive objects in the current year will be determined as “unqualified”.
6.3 assessment period and year: the fiscal year before the incentive object exercises the stock option.
6.4 assessment times: once a year.
7、 Assessment result management
7.1 feedback and appeal of assessment results
The human resources center of the company will submit the performance appraisal report of the incentive objects of the stock option incentive plan to the remuneration and appraisal committee of the board of directors for deliberation and decision. In principle, the human resources center of the company shall feed back the assessment results to the incentive object within 5 working days after the assessment. If the incentive object disagrees with the assessment results, he can appeal to the human resources center within 5 days from the date of feedback of the above assessment results. The human resources center can review the assessment results according to the actual situation. If there are unreasonable factors, he can put forward suggestions to the remuneration and assessment committee of the board of directors, and the remuneration and assessment committee of the board of directors will decide the final assessment results.
7.2 filing of assessment results after the assessment, the assessment results shall be archived and kept by the remuneration and assessment committee of the board of directors as confidential information, and shall be used as the basis for the exercise of stock option incentive plan. The remuneration and assessment committee of the board of directors shall keep all assessment records for at least five years. Documents and records exceeding the retention period shall be uniformly destroyed by the remuneration and assessment committee of the board of directors.
8、 Supplementary Provisions
8.1 the remuneration and assessment committee of the board of directors is responsible for the formulation, interpretation and revision of these measures.
8.2 the measures have been reviewed and approved by the general meeting of shareholders of the company and will be implemented after the equity incentive plan comes into effect.
Xgd Inc(300130) board of directors
March 30, 2022
