Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Kunlun Tech Co.Ltd(300418) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the company’s incentive and restraint mechanism, form a good and balanced value distribution system, fully mobilize the enthusiasm of the company’s core personnel and make them work more honestly and diligently, so as to 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 restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan”).
In order to ensure the smooth implementation of the incentive plan, 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, regulations and normative documents, as well as the articles of association and the relevant provisions of the incentive plan, and in combination with the actual situation of the company. 1、 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. 2、 Assessment object
These measures are applicable to all incentive objects participating in the company’s restricted stock incentive plan in 2022. 3、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and reviewing the assessment of incentive objects. (II) the human resources department of the company is responsible for the specific implementation of the assessment. The human resources department is responsible for and reports to the remuneration and assessment committee of the board of directors.
(III) the human resources department, finance department 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.
4、 Assessment procedure
(I) the incentive object shall set a personal performance plan at the beginning of the year, which shall be submitted to the salary and Appraisal Committee for filing after review.
(II) according to the changes of the company’s actual situation and the needs of work, the adjustment of the annual work objective plan formulated at the beginning of the year must be reviewed by the direct superior and filed with the salary and assessment committee.
(III) the human resources department is responsible for specific assessment operations, making unified forms, participating in scoring, saving year-end assessment results and uniformly entering them into the information system. The human resources department shall uniformly summarize the assessment data and form the final results.
(IV) the human resources department is responsible for checking and analyzing the final score, forming a performance appraisal report and submitting it to the salary and Appraisal Committee for review. 5、 Assessment method
(I) assessment of incentive objects of functional departments
In principle, the performance evaluation results are divided into three grades (a), (b) and (c) for the incentive objects of background functional departments, and the evaluation form is applicable to the evaluation objects. At that time, the ownership proportion of incentive objects of functional departments shall be determined according to the following table:
Evaluation result (s) s ≥ 80 > s ≥ 60 s < 60
Evaluation criteria a B C
Standard coefficient 1.0 0.8 0
If the individual performance appraisal result of the incentive object of the functional department in the previous year is (a) / (b), the individual performance appraisal of the incentive object in the previous year is “up to standard”; If the individual performance appraisal result of the incentive object in the previous year is (c), the individual performance appraisal of the incentive object in the previous year is “unqualified”.
(II) assessment of incentive objects of non functional departments
For the incentive objects of non functional departments, in principle, the performance evaluation results are divided into four grades (a), (b), (c) and (d), and the evaluation form is applicable to the evaluation objects. At that time, the ownership proportion of incentive objects of functional departments shall be determined according to the following table:
Evaluation result (s) s ≥ 80 > s ≥ 70 > s ≥ 60 s < 60
Evaluation criteria a B C D
Evaluation result (s) s ≥ 80 > s ≥ 70 > s ≥ 60 s < 60
Standard coefficient 1.0 0.8 0.5 0
If the individual performance appraisal result of the incentive object of the non functional department in the previous year is (a) / (b) / (c), the individual performance appraisal of the incentive object in the previous year is “up to standard”; If the individual performance appraisal result of the incentive object in the previous year is (d), the individual performance appraisal of the incentive object in the previous year is “unqualified”. 6、 Application of assessment results
The assessment results will be used as the ownership basis of restricted shares in this incentive plan. The company will confirm the attribution qualification of the incentive object according to the assessment results of the previous fiscal year of each attribution period.
If the incentive object is “up to standard” in the assessment, the incentive object can be attributed in batches according to the proportion specified in the incentive plan. If the incentive object fails to meet the assessment, the company will cancel the current ownership quota of the incentive object and invalidate it in accordance with the provisions of the incentive plan.
Actual ownership quota of incentive object in the current year = standard coefficient × The amount of personal plan in the current year.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they shall be invalid and shall not be deferred to future years. 7、 Assessment period and times
(I) assessment period
The fiscal year before the incentive object applies for ownership.
(II) assessment times
The assessment year of this equity incentive plan is three fiscal years from 2022 to 2024, which is assessed once a year. 8、 Assessment result management
(I) feedback of assessment results
The assessed incentive object has the right to know its own assessment results, and the assessment institution shall notify the incentive object of the assessment results within five working days after the end of the assessment.
(II) appeal of assessment results
If the appraisee has any objection to his / her appraisal results, he / she can communicate with the appraisal institution for settlement. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee, which shall review and determine the final assessment result or grade within 10 working days.
(III) filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data. 9、 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.
Kunlun Tech Co.Ltd(300418) board of directors January 10, 2022
