Management measures for the assessment of the implementation of stock option incentive plan in 2022
Jcet Group Co.Ltd(600584) (hereinafter referred to as “the company”) in order to further establish and improve the company’s long-term incentive mechanism, improve the corporate governance structure, form a good and balanced value distribution system, encourage the company’s core employees to work honestly and diligently, ensure the steady improvement of the company’s performance, realize the company’s development strategy and business objectives, and effectively combine the interests of shareholders, the company and the personal interests of the core team, In order to make all parties concerned about the long-term development of the company, these measures are 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 and normative documents, as well as the relevant provisions of Jcet Group Co.Ltd(600584) articles of association, 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 this 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
(I) strategic orientation and goal decomposition. Combined with professional and business management, decompose the enterprise’s strategic objectives and annual key tasks level by level, and run through the whole process of professional management and business process, so as to promote the efficient operation of various businesses and ensure the effective implementation of strategic objectives.
(II) pay attention to actual performance and scientific quantification. Reasonably set assessment indicators and evaluation standards, and conduct quantitative evaluation of performance indicators in an open, fair and impartial manner based on actual work performance and in accordance with standardized procedures and scientific methods.
(III) people oriented and strengthen incentives. Adhere to the combination of company interests and personal incentives, and the combination of personal work performance and company organizational performance.
3、 Assessment scope
These measures are applicable to all incentive objects determined in the company’s incentive plan, including the company’s middle-level managers and core technology (business) backbones.
4、 Assessment organization
(I) the Remuneration Committee of the board of directors of the company is responsible for leading and organizing the assessment of incentive objects.
(II) the company’s human resources department, financial management department and other relevant departments are responsible for the specific assessment work under the guidance of the Remuneration Committee of the board of directors, save the assessment results, form a performance assessment report on this basis and submit it to the Remuneration Committee of the board of directors.
5、 Performance evaluation indicators and standards
(I) company level performance assessment
The corresponding assessment year of the exercise period of the stock options granted by the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year. Based on the average operating revenue and net profit deduction of the company for the two years from 2020 to 2021, the cumulative average operating revenue growth rate (a) and cumulative average net profit deduction growth rate (b) are assessed, and the exercise proportion at the company level of each year is calculated according to the coefficients (x) and (y) corresponding to the completion of the above two indicators.
The annual performance assessment objectives of the incentive plan are shown in the table below:
Cumulative average operating income growth rate cumulative average deduction of non net profit growth rate (a) (b)
Trigger value of target value of appraisal year corresponding to exercise period
(AM) (an) (BM) trigger value (BN)
First batch 202219.4% 15.5% 63% 50%
Second batch 202324.6% 19.7% 75% 60%
Third batch 202433.4% 26.7% 94% 75%
Evaluation index evaluation index completion interval index corresponding coefficient
A≧Am X=100%
Cumulative average operating income growth rate (a) an ≤ a am x = A / am
A
Cumulative average net profit growth rate (b) BN ≤ B BM y = B / BM
B
Note: the “deduction of non net profit” involved in the calculation of the above “deduction of non net profit growth rate” refers to the “net profit attributable to shareholders of listed companies after deducting non recurring profits and losses” expressed in the consolidated statements of the company.
According to the assessment results at the company level, the stock options that cannot be exercised in the current year shall not be exercised or deferred to the next period, and this part shall be cancelled by the company.
(II) individual level assessment of incentive objects
The individual level performance appraisal of the incentive object shall be implemented in accordance with the current performance appraisal system within the company, and the actual number of shares exercised shall be determined according to the appraisal results of the incentive object.
If the company reaches the performance target, the number of stock options actually exercised by the incentive object in the current year = the number of individual planned exercises in the current year × See the following table for individual exercise proportion:
Evaluation standard: individual exercise proportion
5/4/3 100%
2/1 0
If the company fails to achieve the performance target, all the stock options of the incentive object corresponding to the exercisable right in the current year shall not be exercised.
On the premise of the achievement of the company’s performance objectives, the stock options granted to the incentive objects shall be exercised according to the proportion specified in the incentive plan, and the part that cannot be exercised in the assessment year of the incentive objects shall be uniformly cancelled by the company.
6、 Assessment period and times
1. Assessment period
The assessment years of this incentive plan are 2022, 2023 and 2024.
2. Assessment times
During the implementation of this incentive plan, it is arranged once a year according to the assessment year, and the assessment year at the individual level is consistent with the performance assessment year at the company level.
7、 Assessment procedure
Under the guidance of the Remuneration Committee of the board of directors, the human resources department and the Finance Department of the company are 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 Remuneration Committee of the board of directors shall determine the exercise qualification and quantity of incentive objects according to the assessment report.
8、 Feedback and application of assessment results
(I) feedback and appeal of assessment results
1. The examinee has the right to know his own assessment results, and the salary Committee shall notify the examinee of the assessment results within 5 working days after the end of the assessment.
2. If the examinee has any objection to the assessment results, he can appeal to the Remuneration Committee of the board of directors within 5 working days after receiving the assessment notice. The Remuneration Committee will review the assessment results according to the actual situation, revise the assessment results according to the review situation, and report to the examinee at the same time.
3. The assessment results shall be used as the basis for the exercise of stock options.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the human resources department of the company as confidential information for a period of not less than 5 years.
9、 Supplementary Provisions
These Measures shall be formulated, interpreted and revised by the board of directors of the company, and shall come into force after being deliberated and approved by the general meeting of shareholders of the company.
Jcet Group Co.Ltd(600584) board of directors April 13, 2002
