Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Acrobiosystems Co.Ltd(301080) (hereinafter referred to as "the company") in order to further establish and improve the company's long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company's employees, effectively combine the interests of shareholders, the company and employees, and make all parties pay attention to the long-term development of the company, 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 relevant provisions of Acrobiosystems Co.Ltd(301080) articles of association and the restricted stock incentive plan in 2022, 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 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 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
The incentive scheme (including the incentive scheme approved by the board of directors and the Management Committee of the company) is applicable to all the key personnel of the company (including the incentive scheme of the board of directors and all the key personnel of the company and not applicable to the incentive scheme of the company).
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and organizing 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.
(IV) the board of directors of the company is responsible for the examination and approval of these measures and the examination results.
5、 Assessment index
(I) company level performance assessment
The appraisal year corresponding to the ownership of some restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and the appraisal is conducted once in each fiscal year. The performance assessment objectives of the company are shown in the table below:
Ownership arrangement performance assessment objectives
Restricted shares granted for the first time
In the first vesting period, the operating revenue will reach 493 million yuan in 2022
Restricted shares granted for the first time
In the second vesting period, the operating revenue will reach 640 million yuan in 2023
Restricted shares granted for the first time
In the third vesting period, the operating revenue will reach 835 million yuan in 2024
Note: 1 The above "operating income" indicators are subject to the data contained in the audited consolidated statements. 2. The above performance assessment objectives do not constitute the company's performance prediction and substantive commitment to investors.
If the restricted shares reserved for grant in the incentive plan are granted before the disclosure of the third quarter report of 2022, the annual assessment objectives of the restricted shares reserved for grant are consistent with the annual assessment objectives of the restricted shares granted for the first time.
If the restricted shares reserved for grant in the incentive plan are granted after the disclosure of the third quarter report of 2022, the annual performance evaluation objectives of the restricted shares reserved for grant are shown in the table below:
Ownership arrangement performance assessment objectives
Restricted shares reserved for grant
In the first vesting period, the operating revenue will reach 640 million yuan in 2023
Restricted shares reserved for grant
In the second vesting period, the operating revenue will reach 835 million yuan in 2024
Note: 1 The above "operating income" indicators are subject to the data contained in the audited consolidated statements. 2. The above performance assessment objectives do not constitute the company's performance prediction and substantive commitment to investors.
If the company fails to meet the above performance assessment objectives within each vesting period, all restricted shares that can be vested in the corresponding assessment year of incentive objects shall not be vested and shall be invalid.
(II) individual level performance appraisal
The performance appraisal at the individual level of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company's current salary and appraisal, and the company will determine its ownership proportion according to the individual performance appraisal results of the incentive object. The performance appraisal of the incentive object adopts the hundred mark system. The proportion of the appraisal score of each incentive object in percent is the ownership proportion of the incentive object at the personal level in the current year, as follows:
Assessment score x
Personal ownership ratio x%
For example, if an incentive object scores 80 points in the annual assessment, x = 80, and the incentive object's personal ownership proportion in the current year is 80%. The minimum assessment score of the incentive object every year is 0 and the maximum assessment score is 100. In each vesting period, if the company meets the performance assessment objectives of the current year, the incentive object can vest the restricted shares granted according to the proportion specified in the incentive plan, and the individual vesting amount of the incentive object in the current year = the individual plan vesting amount × Personal ownership ratio.
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 will be invalid and cannot be deferred to the next year.
6、 Assessment period and times
1. Assessment period
The appraisal year corresponding to each vesting period of the incentive object.
2. Assessment times
The assessment year of this incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once a year.
7、 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.
8、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the salary and appraisal committee shall notify the appraisee of the appraisal results within 10 working days after the appraisal.
If the appraisee has any objection to his assessment results, he can communicate with the human resources department 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 within 10 working days.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the human resources department as confidential information, and the retention period of performance assessment records shall be 5 years. The documents and records exceeding the retention period shall be uniformly destroyed by the human resources department after being approved by the salary and assessment committee.
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 incentive plan comes into force.
Acrobiosystems Co.Ltd(301080) board of directors
April 23, 2022
