Zhejiang Dahua Technology Co.Ltd(002236) measures for the administration of assessment of the implementation of stock option and restricted stock incentive plan in 2022
Zhejiang Dahua Technology Co.Ltd(002236)
Management measures for the assessment of the implementation of stock option and restricted stock incentive plan in 2022
Zhejiang Dahua Technology Co.Ltd(002236) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain professional management, core technology and business talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, Enable all parties to pay common attention to 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, the company has formulated the Zhejiang Dahua Technology Co.Ltd(002236) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “the equity incentive plan” or “the incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan of the company, the 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 relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
Article 1 assessment purpose
The purpose of these measures is to strengthen the planning of the implementation of the company’s equity incentive plan, quantify the specific objectives set by the company’s equity incentive plan, promote the scientific, standardized and institutionalized assessment management of incentive objects, and ensure the realization of various performance indicators of the company’s equity incentive plan; At the same time, guide the incentive object to improve work performance, improve work ability, objectively and fairly evaluate the performance and contribution of employees, so as to provide objective and comprehensive evaluation basis for the implementation of this incentive plan.
Article 2 assessment principle
(I) adhere to the principles of fairness, impartiality and openness, and evaluate the incentive objects in strict accordance with these measures; (II) combination of assessment indicators with the company’s medium and long-term development strategy and the company’s annual business objectives; Combine with the key work performance, work ability and work attitude of the incentive object.
Article 3 scope of assessment
The measures are applicable to all incentive objects determined in the incentive plan, including the company (including subsidiaries),
Zhejiang Dahua Technology Co.Ltd(002236) measures for the administration of assessment of the implementation of stock option and restricted stock incentive plan in 2022
(the same below) directors, senior managers and core backbone personnel, excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children. Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must sign labor contracts or employment contracts with the company or subsidiaries within the assessment period of the incentive plan.
Article 4 assessment organization and executive organization
(I) the remuneration and assessment committee of the board of directors (hereinafter referred to as the “Remuneration Committee”) is responsible for the organization and implementation of this equity incentive;
(II) the company establishes an assessment working group to be responsible for the specific assessment work and report to the Remuneration Committee;
(III) the human resources administration center, financial center 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 the examination and approval of these measures and the examination results.
Article 5 performance appraisal indicators and standards
Whether the incentive objects can be released or not will be determined according to the appraisal results of the company.
(I) performance assessment requirements at the company level
In the incentive plan, the performance indicators of the company will be assessed annually in the fiscal year 20222024, and the achievement of the performance assessment goal will be one of the conditions for the exercise / lifting of restrictions on sales of the incentive object in the current year. The performance evaluation objectives of the incentive plan are shown in the table below:
Performance assessment objectives of exercise / release of restrictions
Based on the operating income in 2021, the growth rate of operating income in 2022 is not low, and the first exercise period / lifting of sales restriction period is 16%; or
Based on the net profit in 2021, the net profit growth rate in 2022 shall not be less than 16%
Based on the operating income in 2021, the growth rate of operating income in 2023 is not low, and the second exercise period / release period is 34%; or
Based on the net profit in 2021, the net profit growth rate in 2023 shall not be less than 34%
Based on the operating income in 2021, the growth rate of operating income in 2024 is not low, and the third vesting period / lifting of sales restriction period is 56%; or
Based on the net profit in 2021, the net profit growth rate in 2024 shall not be lower than
Zhejiang Dahua Technology Co.Ltd(002236) measures for the administration of assessment of the implementation of stock option and restricted stock incentive plan in 2022
56%
Note: the above “operating income” refers to the operating income of the audited consolidated statements of the listed company, and the above “net profit” refers to the net profit attributable to the shareholders of the company according to the audited consolidated statements of the listed company.
During the exercise / release of restrictions, the company will handle the exercise / release of restrictions for incentive objects that meet the exercise / release of restrictions. If the company’s current performance level fails to meet the performance assessment target conditions during each exercise / release period, the stock options of all incentive objects corresponding to the exercisable rights in the year of assessment shall not be exercised, the company shall cancel the exercisable shares of stock options of incentive objects in the current period, and the restricted shares of all incentive objects corresponding to the exercisable rights in the year of assessment shall not be released, and the company shall repurchase and cancel them according to the grant price.
(II) performance appraisal requirements at the individual level of incentive objects
The individual level assessment of incentive objects shall be implemented according to the relevant internal assessment systems of the company. According to the annual performance appraisal results, the individual performance appraisal results are s (outstanding), a (excellent), B (good), C (qualified) and D (unqualified).
On the premise of the achievement of the company’s performance objectives, if the individual performance appraisal results of the incentive object in the previous year reach “s (outstanding), a (excellent), B (good) and C (qualified)”, the incentive object will exercise the right / lift the restriction on the sale of all its granted rights and interests in accordance with the provisions of this incentive plan; If the individual performance appraisal result of the incentive object in the previous year is “d”, the stock options of the incentive object corresponding to the appraisal year shall not be exercised, and the restricted shares of the incentive object corresponding to the appraisal year that can be lifted shall not be lifted.
The stock options that cannot be exercised by the incentive object shall be cancelled by the company; The restricted shares that cannot be released by the incentive object shall be repurchased and cancelled by the company at the grant price.
Article 6 assessment procedure
Under the guidance of the remuneration assessment committee of the board of directors, the assessment working group of the company is responsible for the specific assessment work, save the assessment results, form a performance assessment report on this basis and submit it to the Remuneration Committee of the board of directors. The board of directors of the company is responsible for reviewing the assessment results.
Article 7 assessment period and times
(I) assessment period
The fiscal year prior to the exercise of each stock option or the lifting of restrictions on the sale of restricted shares.
(II) assessment times
The assessment year of the incentive plan is three fiscal years from 2022 to 2024, which is assessed once a year.
Zhejiang Dahua Technology Co.Ltd(002236) measures for the administration of assessment of the implementation of stock option and restricted stock incentive plan in 2022
Article 8 management of assessment results
(I) feedback and application of assessment results
1. The appraisee has the right to know his own appraisal results, and the employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
2. If the appraisee has any objection to his / her assessment results, he / she can communicate with the human resources administration center for settlement. If it cannot be solved through communication, the assessed object can appeal to the Remuneration Committee, which shall review and determine the final assessment result or grade within 10 working days.
3. The assessment results shall be used as the basis for the exercise of stock options or the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment records
1. After the appraisal, the HR administration center shall keep all appraisal records of performance appraisal. The assessment results shall be kept as confidential information.
2. In order to ensure the effectiveness of the performance record, no alteration is allowed on the performance record. If it is to be modified or re recorded, it must be signed by the party concerned.
Article 9 supplementary provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures.
(II) if the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan. If there is no explicit provision in these measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and this equity incentive plan.
(III) these Measures shall be implemented from the date of deliberation and approval by the general meeting of shareholders and after the equity incentive plan takes effect Zhejiang Dahua Technology Co.Ltd(002236) board of directors April 2, 2022
