Sunshine Global Circuits Co.Ltd(300739)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as ” Sunshine Global Circuits Co.Ltd(300739) ” or “the company”) in order to further strengthen and improve the corporate governance structure, improve the long-term incentive and restraint mechanism, attract and retain professional management, core technology and business talents, fully mobilize the enthusiasm and creativity of the company’s employees, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, ensure the realization of the company’s strategic objectives and maximize the interests of shareholders, the company plans to Senior managers, middle-level managers and core backbone personnel are given equity incentives. The company has formulated the Sunshine Global Circuits Co.Ltd(300739) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”).
In order to ensure the smooth implementation of the 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 relevant provisions of the articles of association, and in combination with the actual situation of the company.
1、 Assessment purpose
Through the correct evaluation of the performance of the incentive objects including the company’s directors, senior managers, middle managers and core backbone personnel, improve and improve the company’s incentive and assessment system, fully mobilize the enthusiasm, sense of responsibility and sense of mission of employees, effectively combine the interests of the company, shareholders and employees, and jointly pay attention to the long-term development of the company.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate in strict accordance with these measures and the performance of the assessment objects, so as to realize the close combination of the 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.
4、 Assessment organization
The remuneration and assessment committee of the board of directors of the company is responsible for leading and organizing the assessment work and assessing the incentive objects. The human resources department of the company is responsible for the specific implementation of the assessment work. The human resources department, the 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. The board of directors of the company is responsible for the approval of these measures.
5、 The restriction period and lifting arrangement of the incentive plan
The restricted sale period of restricted shares granted for the first time in the incentive plan is 12 months, 24 months and 36 months respectively from the date of listing of restricted shares granted for the first time. If the reserved grant part is granted in 2022, the restricted sale period of the reserved restricted shares is the same as that of the first grant. If the reserved grant part is granted in 2023, the restricted sale period of the reserved restricted shares will be 12 months and 24 months from the listing date of the reserved grant restricted shares. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts during the restricted sale period.
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
The release period of restricted shares granted for the first time in the incentive plan and the release schedule of each period are shown in the table below:
Release time and proportion of release arrangement
The first trading day is from the first trading day 12 months after the date of the first grant of restricted stock listing to
40% on the last trading day within 24 months from the date of listing of restricted shares granted for the first time during the release period
Day end
The second period is from the first trading day 24 months after the date of the first grant of restricted stock listing to
30% on the last trading day within 36 months from the date of listing of restricted shares granted for the first time during the release period
Day end
The third period is from the first trading day 36 months after the date of the first grant of restricted stock listing to
30% on the last trading day within 48 months from the date of listing of restricted shares granted for the first time during the release period
Day end
The release period of restricted shares reserved in the incentive plan and the release schedule of each period are shown in the table below:
(I) if some reserved restricted shares are granted in 2022, the time schedule for lifting the restrictions in each period is shown in the table below:
Release time and proportion of release arrangement
The first is from the first trading day after 12 months from the date of listing of the reserved grant restricted shares to
40% on the last trading day within 24 months from the date when the restricted shares are listed
Day end
The second period is from the first trading day 24 months after the date of listing of the reserved grant restricted shares to
30% on the last trading day within 36 months from the date when the restricted shares are listed
Day end
The third period is from the first trading day after 36 months from the date of listing of reserved grant restricted shares to
30% on the last trading day within 48 months from the date when the restricted shares are listed
Day end
(II) if some reserved restricted shares are granted in 2023, the time schedule for lifting the restrictions in each period is shown in the table below:
Release time and proportion of release arrangement
The first is from the first trading day after 12 months from the date of listing of the reserved grant restricted shares to
50% on the last trading day within 24 months from the date of listing of the reserved granted restricted shares during the lifting of the restriction period
Day end
The second period is from the first trading day 24 months after the date of listing of the reserved grant restricted shares to
50% on the last trading day within 36 months from the date when the restricted shares are listed
Day end
For the restricted shares that have not applied for lifting the restriction within the above agreed period or cannot apply for lifting the restriction due to failing to meet the conditions for lifting the restriction, the company will repurchase and cancel the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in the plan.
The restricted shares shall not be sold at the same time as the restricted shares or other restricted shares in the secondary capital market due to the transfer of the restricted shares or the resale of the restricted shares in the secondary capital reserve.
6、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year for the lifting of restrictions on the sale of restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, with one assessment in each fiscal year. According to the net profit (a) of each assessment year, determine the sales restriction lifting period corresponding to the performance assessment objectives of each year and the proportion of sales restriction lifting at the company level (x). The performance assessment objectives of each year are shown in the table below:
Net profit of each year in the assessment year corresponding to the lifting of the sales restriction period (a)
Target value (AM) trigger value (an)
The first lifting of the sales restriction period is RMB 180 million and RMB 150 million in 2022
The second period of lifting the restrictions on sales is 260 million yuan and 220 million yuan in 2023
The third period of lifting the restrictions on sales is 320 million yuan and 280 million yuan in 2024
Assessment index performance completion ratio of sales restrictions lifted at the company level (x)
A≥Am X=100%
Net profit (a) an ≤ a am x = 60% + (a-an) / (am an) 40%
A
Net profit of each year in the assessment year corresponding to the lifting of the sales restriction period (a)
Target value (AM) trigger value (an)
The first lifting of the sales restriction period is RMB 260 million and RMB 220 million in 2023
The second lifting of the sales restriction period is RMB 320 million and RMB 280 million in 2024
Assessment index performance completion ratio of sales restrictions lifted at the company level (x)
A≥Am X=100%
Net profit (a) an ≤ a am x = 60% + (a-an) / (am an) 40%
A
2. During the validity period of this equity incentive, the impact of the company’s expenses for the implementation of convertible bonds, non-public issuance of shares, purchase of major assets and other matters on the net profit is not included in the accounting of performance evaluation indicators.
If the company fails to reach the trigger value of the above performance assessment indicators, the restricted shares that can be lifted in the corresponding assessment year of all incentive objects shall not be lifted; If the company reaches the trigger value of the above performance evaluation indicators, the sales restriction lifting proportion at the company level is the sales restriction lifting proportion corresponding to the performance completion degree. The restricted shares of all incentive objects that cannot be lifted in the corresponding assessment year shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the deposit interest of the bank in the same period.
(II) performance appraisal requirements at individual level
The HR department is responsible for reviewing the incentive objects and the performance appraisal results of each business department according to the annual appraisal results of the company, and determining the incentive object and the implementation proportion of each branch of the HR department.
The actual amount of sales restriction lifted by the incentive object in the current year = the amount of sales restriction lifted by the individual in the current year × Proportion of sales restrictions lifted at the company level × Proportion of individual lifting of sales restrictions.
The performance evaluation results of incentive objects are divided into three levels, and the evaluation form is applicable to the evaluation objects. At that time, the proportion of incentive objects to lift the restriction will be determined according to the following table:
Evaluation grade A B C
The proportion of individual lifting restrictions is 100%, 80% and 0%
Restricted shares that cannot be released in the year of assessment of incentive objects shall be repurchased and cancelled by the company, and the repurchase price shall be the sum of the grant price and the deposit interest of the bank in the same period.
7、 Assessment period and times
The assessment year of the restricted stock incentive plan is 2022, 2023 and 2024, and the assessment is conducted once a year.
8、 Lifting of sales restrictions
(I) the remuneration and appraisal committee of the board of directors shall determine the qualification and quantity of the incentive objects to lift the restriction on sales according to the performance appraisal report.
(II) the results of performance appraisal shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
9、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department of the company is responsible for the specific appraisal work, saves the appraisal results, forms a performance appraisal report on this basis and submits it to the remuneration and appraisal committee of the board of directors. 10、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the remuneration and appraisal committee of the board of directors shall notify the appraisee of the appraisal results within 5 working days after the appraisal is completed.
If the assessed object has any objection to his / her assessment results, he / she can appeal to the remuneration and assessment committee of the board of directors within 5 working days after receiving the notification of the assessment results. The remuneration and assessment committee of the board of directors can review his / her assessment results according to the actual situation and revise the assessment results according to the review results. The assessment results are regarded as restricted stocks
