Securities code: 003021 securities abbreviation: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Announcement No.: 2022-002
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
On the incentive plan for restricted shares and stock options in 2021 and related documents
Notice of revision description
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as "the company") held the 23rd Meeting of the first board of directors and the 15th meeting of the first board of supervisors on January 30, 2021, The proposal on the company's 2021 restricted stock and stock option incentive plan (Draft) and its summary and the proposal on the company's assessment management measures for the implementation of 2021 restricted stock and stock option incentive plan were reviewed and approved and posted on cninfo.com on February 2, 2021（ http://www.cn.info.com.cn. ）The company's 2021 restricted stock and stock option incentive plan (Draft) and its abstract, the administrative measures for the implementation and assessment of 2021 stock option and restricted stock incentive plan and other relevant announcement documents were disclosed.
In order to strengthen the incentive effect and better ensure the smooth implementation of the company's restricted stock and stock option incentive plan in 2021 (hereinafter referred to as the "incentive plan"), after comprehensive evaluation and careful consideration, it was deliberated and adopted at the 10th meeting of the second board of directors and the 10th meeting of the second board of supervisors, The company plans to revise the company level performance assessment requirements and the scientific and reasonable description of assessment indicators in the stock option incentive plan and restricted stock incentive plan in 2021 restricted stock and stock option incentive plan (Draft) and its abstract, and the management measures for the implementation and assessment of stock option and restricted stock incentive plan in 2021, The main contents of the revision of the 2021 restricted stock and stock option incentive plan (Draft) are as follows: I. before the revision of the company level performance assessment requirements in the exercise conditions of stock options in the stock option incentive plan:
(3) Company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2021 to 2023. The assessment is conducted once in each fiscal year. The operating income value (a) of each assessment year is assessed, and the exercise proportion (x) at the company level is calculated according to the annual completion of the above indicators.
The performance evaluation objectives of the first grant of stock options are as follows:
Unit: 100 million yuan
Operating income value of each appraisal year corresponding to the appraisal year in the exercise period (a)
Target value (AM) trigger value (an)
The first exercise period is 15-14, 2021
The second exercise period is 18-17, 2022
The third exercise period is 21-20, 2023
The annual performance assessment objectives of some reserved stock options are as follows:
Unit: 100 million yuan
Operating income value of each appraisal year corresponding to the appraisal year in the exercise period (a)
Target value (AM) trigger value (an)
The first exercise period is 18-17, 2022
The second exercise period is 21-20, 2023
According to the annual completion of the above indicators, the exercise proportion (x) at the company level is calculated as follows:
Performance completion of assessment indicators and exercise proportion 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 stock options planned to be exercised by the incentive objects in the current year shall not be exercised and shall be cancelled by the company.
If the company reaches the trigger value of the above performance appraisal indicators, the exercise proportion at the company level is the exercise proportion x corresponding to the performance completion degree. Revised:
(3) Company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2021 to 2023. The assessment is conducted once in each fiscal year. The operating income value (a) of each assessment year is assessed, and the exercise proportion (x) at the company level is calculated according to the annual completion of the above indicators.
The performance evaluation objectives of the first grant of stock options are as follows:
Unit: 100 million yuan
Operating income value of each appraisal year corresponding to the appraisal year in the exercise period (a)
Target value (AM) trigger value (an)
The first exercise period is 15-14, 2021
The second exercise period is 15-14, 2022
The third exercise period is 18-17, 2023
The annual performance assessment objectives of some reserved stock options are as follows:
Unit: 100 million yuan
Operating income value of each appraisal year corresponding to the appraisal year in the exercise period (a)
Target value (AM) trigger value (an)
The first exercise period is 15-14, 2022
The second exercise period is 18-17, 2023
According to the annual completion of the above indicators, the exercise proportion (x) at the company level is calculated as follows:
Performance completion of assessment indicators and exercise proportion 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 stock options planned to be exercised by the incentive objects in the current year shall not be exercised and shall be cancelled by the company.
If the company reaches the trigger value of the above performance appraisal indicators, the exercise proportion at the company level is the exercise proportion x corresponding to the performance completion degree. 2、 The scientificity and rationality of the assessment indicators in the exercise conditions of stock options in the stock option incentive plan are explained before revision:
The assessment indicators of the stock option incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
In terms of performance assessment indicators at the company level, the company comprehensively considers the company's historical performance, future strategic planning and industry characteristics, and selects operating revenue as the assessment indicator in order to achieve the goal of unifying the company's future high-quality and steady development with incentive effect. After reasonable business forecast and considering the incentive effect of the incentive plan, the operating revenue set by the company for the stock option incentive plan is divided into two levels, in which the trigger value is the minimum operating target set by the company from 2021 to 2023, that is, the operating revenue of each assessment year is not less than 1.4 billion yuan, 1.7 billion yuan and 2 billion yuan respectively; The target value is the higher business target set by the company from 2021 to 2023, that is, the operating revenue of each assessment year shall not be less than 1.5 billion yuan, 1.8 billion yuan and 2.1 billion yuan respectively. The setting of the index comprehensively considers the impact of the macroeconomic environment, the development of the company's industry and market competition, the company's historical performance, the company's future development strategic planning and expectation. It is a reasonable prediction of the company's future business planning and takes into account the incentive effect of the incentive plan.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The company will determine whether the individual incentive object meets the exercise conditions according to the performance evaluation results of the incentive object.
To sum up, the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan. Revised:
The assessment indicators of the stock option incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
In terms of performance assessment indicators at the company level, the company comprehensively considers the company's historical performance, future strategic planning and industry characteristics, and selects operating revenue as the assessment indicator in order to achieve the goal of unifying the company's future high-quality and steady development with incentive effect. After reasonable business forecast and considering the incentive effect of the incentive plan, the operating revenue set by the company for the stock option incentive plan is divided into two levels, in which the trigger value is the minimum operating target set by the company from 2021 to 2023, that is, the operating revenue of each assessment year is not less than 1.4 billion yuan, 1.4 billion yuan and 1.7 billion yuan respectively; The target value is the higher business target set by the company from 2021 to 2023, that is, the operating revenue of each assessment year shall not be less than 1.5 billion yuan, 1.5 billion yuan and 1.8 billion yuan respectively. The setting of the index comprehensively considers the impact of the macroeconomic environment, the development of the company's industry and market competition, the company's historical performance, the company's future development strategic planning and expectation. It is a reasonable prediction of the company's future business planning and takes into account the incentive effect of the incentive plan.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The company will determine whether the individual incentive object meets the exercise conditions according to the performance evaluation results of the incentive object.
Nuclear purpose. 3、 Before the revision of the company level performance assessment requirements in the conditions for lifting the restrictions on the sale of restricted shares in the restricted stock incentive plan:
(3) Company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2021 to 2023. The assessment is conducted once in each fiscal year. The operating income value (a) of each assessment year is assessed, and the proportion of sales restrictions lifted at the company level (x) is calculated according to the annual completion of the above indicators.
The performance assessment objectives of the first granting of restricted shares are as follows:
Unit: 100 million yuan
Operating income value of each assessment year corresponding to the assessment year of the lifting of the sales restriction period (a)
Target value (AM) trigger value (an)
The first sales restriction lifting period is 15-14, 2021
The second sales restriction lifting period is 18-17, 2022
The third period for lifting the restrictions on sales is 21, 2023
