Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
2021 stock option and restricted stock incentive plan
Implementation of assessment management measures (Revised Version)
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (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, encourage the middle and senior management cadres of the company to work honestly and diligently, 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 2021 stock option and restricted stock incentive plan (hereinafter referred to as “equity incentive plan” or “this incentive plan” or “this 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 relevant laws, regulations and normative documents, as well as the articles of association and the relevant provisions of the company’s equity incentive plan, 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 equity 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
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with the measures and the performance of the assessment objects, so as to realize the close combination of the equity incentive plan with the work performance and contribution of the incentive objects, so as to improve the overall performance 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, including directors and senior managers who worked in the company (including subsidiaries) when the company announced the incentive plan, and other personnel deemed necessary by the board of directors (excluding independent directors and supervisors). 4、 Assessment organization
1. The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment of incentive objects.
2. The board of directors of the company is responsible for reviewing the assessment results. 5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, and the assessment is conducted once in each fiscal year. The operating income value (a) of each assessment year is assessed, and the company level exercise / release restriction ratio (x) is calculated according to the annual completion of the above indicators.
The performance evaluation objectives of stock options / restricted shares granted for the first time are as follows:
Unit: 100 million yuan
Operating income value of each appraisal year corresponding to the appraisal year during the exercise / lifting of sales restriction period (a)
Target value (AM) trigger value (an)
The first exercise / lifting of the restriction period is 15-14, 2021
The second exercise / lifting of restrictions on sale period 15-14, 2022
The third exercise / lifting of restrictions on sale period 18-17, 2023
The annual performance assessment objectives of some reserved stock options / restricted stocks are as follows:
Unit: 100 million yuan
Operating income value of each appraisal year corresponding to the appraisal year during the exercise / lifting of sales restriction period (a)
Target value (AM) trigger value (an)
The first exercise / release of restriction period is 15-14, 2022
The second exercise / lifting of restriction on sales period 18-17, 2023
According to the annual completion of the above indicators, the company level exercise / release restriction ratio (x) is calculated as follows:
Assessment index performance completion ratio of exercise / release of sales restriction at the company level (x)
A≥Am X=100%
Operating income value of each assessment year (a) an ≤ a ＜ am x = (a-an) / (am an) * 20% + 80% a ＜ an X = 0
Note 1: the above “operating income” indicators are subject to the values disclosed in the audited annual report;
Note 2: the above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
If the company fails to reach the trigger value of the above performance evaluation indicators, all incentive objects shall not exercise / lift the restrictions on sales of stock options / restricted shares planned to be exercised / lifted in the current year.
If the company reaches the trigger value of the above performance evaluation indicators, the exercise / release of restriction ratio at the company level is the exercise / release of restriction ratio x corresponding to the performance completion degree.
(4) Performance appraisal requirements at individual level
The Remuneration Committee will comprehensively evaluate the overall performance of the incentive object in each assessment year, and determine whether the assessment results are qualified according to the performance completion and ability improvement of the incentive object. At that time, the actual number of shares of the incentive object to exercise / release restrictions will be determined according to the corresponding individual level exercise / release restrictions proportion in the following assessment and rating table:
Qualified or unqualified assessment results
Exercise / release of restrictions on sales at the individual level: 100% 0%
If the company level performance assessment meets the standard, the number of stock options / restricted stocks actually exercised / released by the incentive object in the current year = the number of stocks planned to be exercised / released by the individual in the current year × Proportion of exercise / release of restrictions at the company level (x) × The proportion of exercise / release of restrictions at the individual level.
If the stock option of the incentive object that plans to exercise in the current period cannot be exercised due to assessment reasons, it shall be uniformly cancelled by the company.
If the restricted shares that the incentive object plans to lift the restriction on sales in the current period cannot be lifted due to assessment reasons, the company shall repurchase and cancel them at the grant price. 6、 Assessment period and times (I) assessment period
The fiscal year before the incentive object applies for the exercise of stock options 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 2021 to 2023, and one assessment is made in each fiscal year. 7、 Exercise / release of restrictions on sales (I) the remuneration and assessment committee of the board of directors shall determine the exercise / release of restrictions on sales qualification and quantity of incentive objects according to the performance assessment report. (II) the performance appraisal results shall be used as the basis for the exercise of stock options or the lifting of restrictions on the sale of restricted shares. 8、 Assessment procedure
The company and its subsidiaries are responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, save the assessment results, form a performance assessment report on this basis and submit it to the remuneration and assessment committee of the board of directors. 9、 Assessment result management (I) assessment result feedback and appeal
1. 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 10 working days after the appraisal is completed.
2. If the appraisee has any objection to his / her assessment results, he / she can appeal to the human resources department within 10 working days after receiving the notification of assessment results. The human resources department can review his / her assessment results according to the actual situation and correct the assessment results according to the review results.
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 / the lifting of restrictions on the sale of restricted shares. (II) filing of assessment results
1. After the appraisal, the human resources department shall keep all appraisal records of performance appraisal.
2. In order to ensure the effectiveness of performance incentive, the performance record shall not be altered. If it needs to be modified or re recorded, it must be confirmed by the human resources department and signed by the evaluation recorder.
3. The performance appraisal results shall be archived and kept as confidential information. 10、 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 equity incentive plan takes effect.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Board of directors
January 8, 2002
