Management measures for assessment of stock option incentive plan in 2022
Risuntek Inc(002981) (hereinafter referred to as “the company”) in order to improve the long-term incentive and restraint mechanism, fully mobilize the enthusiasm of employees, attract and retain excellent talents, effectively combine the interests of shareholders, the company and employees, and promote the long-term, stable and healthy development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, Formulate and plan to implement the 2022 stock option incentive plan (hereinafter referred to as “the incentive plan”).
In order to ensure the smooth implementation of the incentive plan, the company formulates the measures for the assessment and management of 2022 stock option incentive plan (hereinafter referred to as “the measures”) in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies, the articles of Association, the 2022 stock option incentive plan (Draft) and abstract and other relevant provisions and in combination with the actual situation.
1、 Assessment purpose
Ensure the smooth implementation of the incentive plan, improve the long-term incentive and restraint mechanism, and promote the realization of the company’s development strategy and business objectives.
2、 Assessment principle
The assessment and evaluation work shall adhere to the principles of fairness, openness and fairness, and be implemented in strict accordance with the measures, so as to improve the tightness of the assessment system of the incentive plan and the work performance of the incentive object, so as to achieve good incentive and restraint effects.
3、 Assessment object
The measures are applicable to the incentive objects determined in the incentive plan, including the company’s directors, senior managers, other key management personnel of the company (including subsidiaries) and core technical backbone (excluding the company’s independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
4、 Assessment organization
The assessment and evaluation of incentive objects shall be led and organized by the remuneration and assessment committee of the board of directors of the company, and the board of directors of the company shall be responsible for the review of the final assessment results.
5、 Assessment standard
(I) company level performance assessment
The assessment year corresponding to the exercise of stock options (including reserved) granted by the incentive plan is two fiscal years from 2022 to 2023, and one assessment is made in each fiscal year. The company level performance assessment is shown in the table below:
Assessment index: net profit (a)
Exercise arrangement
Target value (AM) trigger value (an)
In the first exercise period, the net profit in 2022 shall not be less than 100 million yuan, and the net profit in 2022 shall not be less than 80 million yuan
In the second exercise period, the net profit in 2023 shall not be less than 140 million yuan, and the net profit in 2023 shall not be less than 112 million yuan
Assessment completion status and company level exercisable proportion (x)
A≥Am X=100%
An≤A＜Am X=80%
A＜An X=0%
Note: 1. The above “net profit” index refers to the audited net profit attributable to the shareholders of the listed company, and excludes the impact of incentive costs caused by the company’s implementation of equity incentive plan or employee stock ownership plan and other incentive matters during the evaluation period of this incentive plan.
2. The above performance evaluation does not constitute the company’s performance prediction and substantive commitment to investors.
During each exercise period, if the company fails to meet the corresponding performance assessment objectives, the stock options granted but not exercised by all incentive objects in the corresponding assessment year shall be cancelled by the company.
(II) individual level performance appraisal
The performance appraisal of the incentive object shall be implemented in accordance with the current relevant systems of the company (including subsidiaries). The performance appraisal results of incentive objects are divided into three levels, as shown in the table below:
Performance appraisal result s ≥ 80 ≤ s 60 s 60
The exercisable proportion at the individual level is 100% 80% 0%
In each exercise period, if the company meets the corresponding performance assessment objectives, the actual number of stock options that can be exercised by the incentive object in the current period = the number of stock options that the individual plans to exercise in the current period × Exercisable proportion at the company level × The exercisable proportion at the individual level, and the stock options that fail to exercise in the corresponding period shall be cancelled by the company.
6、 Assessment result management
The incentive object has the right to know its personal performance appraisal results, and the salary and appraisal committee of the board of directors of the company shall notify the incentive object of the appraisal results within 5 working days after the completion of the appraisal.
Within 10 days from the date of receiving the final appraisal result of the incentive object and the company’s performance appraisal, the individual appraisal result can be reviewed by the board of directors, and the individual appraisal result can be returned to the board of directors within 10 days from the date of receiving the final appraisal result of the incentive object.
During each exercise period, the company will handle the stock option exercise / cancellation procedures based on the performance evaluation of the incentive object.
7、 Supplementary Provisions
(I) the board of directors of the company shall be responsible for the interpretation of these measures. If the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the incentive plan (Draft), they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the incentive plan (Draft). If there is no explicit provision in these measures, it shall be implemented in accordance with the provisions of relevant national laws, administrative regulations, normative documents and this incentive plan (Draft).
(II) these measures have been deliberated and approved by the general meeting of shareholders of the company and come into force after the formal implementation of the incentive plan Risuntek Inc(002981) board of directors April 13, 2022
