Shandong Link Science And Technology Co.Ltd(001207)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shandong Link Science And Technology Co.Ltd(001207) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the work enthusiasm of the company’s directors, senior managers and other key personnel, and effectively combine the interests of shareholders, the company and the personal interests of managers, Pay attention to the long-term development of the company and work hard for it; Meanwhile, in order to further promote the long-term behavior of decision makers and managers, promote the rapid and sustainable development of the company and maximize the value of the company and shareholders, the company plans to implement the restricted stock incentive plan in 2022 (hereinafter referred to as “incentive plan” and “this 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, normative documents, the articles of association and other relevant provisions, and in combination with the actual situation of the company.
1、 Assessment purpose
In order to further improve the corporate governance structure, improve the performance evaluation system and incentive mechanism of the company’s core employees, improve the performance evaluation system of the company’s incentive objects and ensure the smooth implementation of the company’s incentive plan by comprehensively and objectively evaluating the work performance of the directors, senior managers, middle managers and core technical (business) personnel in the company, Promote the realization of the company’s long-term strategic objectives.
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 management performance level and maximize the interests of the company and all shareholders.
3、 Assessment scope
The measures are applicable to all incentive objects participating in the company’s incentive plan.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors of the company is responsible for formulating and revising the measures, which shall be reviewed by the board of directors of the company, and the board of directors authorizes the remuneration and assessment committee to be responsible for the review and assessment. The remuneration and assessment committee of the board of directors is responsible for leading, organizing and implementing the assessment of incentive objects, and reviewing and confirming the assessment results.
(II) the company’s human resources department, financial management department and other relevant departments 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.
(III) the company’s human resources department, financial department and other relevant departments 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 audit of these measures and the review of assessment results.
5、 Performance evaluation indicators and standards
(I) performance assessment requirements at the company level
The appraisal year of restricted shares granted by the incentive plan is three fiscal years from 2022 to 2024, and the appraisal is conducted once every fiscal year, with the achievement of performance appraisal objectives as the conditions for the lifting of restrictions on sales of incentive objects.
The performance assessment objectives of the restricted shares granted for the first time and reserved for each year are:
Corresponding assessment
Performance assessment objectives during the lifting of sales restrictions
year
Based on the average net profit of the three years from 2018 to 2020, the first sales restriction period in 2022 is 2022
Net profit growth rate shall not be less than 40%
Based on the average net profit of the three years from 2018 to 2020, the second sales restriction lifting period in 2023 is 2023
Net profit growth rate shall not be less than 60%
Based on the average net profit of the three years from 2018 to 2020, the third sales restriction lifting period in 2024 is 2024
Net profit growth rate shall not be less than 80%
Completion of corresponding assessment objectives of each assessment year
Proportion of sales restrictions that can be lifted at the company level in each assessment year (m)
Degree of formation (a)
When a ＜ 80%, M = 0
When 80% ≤ a ＜ 90%, M = 80%
When 90% ≤ a ＜ 100%, M = 90%
When a ≥ 100%, M = 100%
Note: the above “net profit” index is calculated based on the net profit before amortization of incentive cost generated by the implementation of equity incentive.
On the date of lifting the sales restriction, the company will handle the lifting of the sales restriction for the incentive objects who meet the conditions for lifting the sales restriction. If the restricted shares of the current year cannot be lifted due to the company’s failure to meet the above performance assessment objectives, the company will repurchase and cancel the restricted shares in accordance with the provisions of the incentive plan, and the repurchase price is the grant price. After the restricted shares granted to the incentive object are registered, if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, share splitting, allotment, share reduction, dividend distribution, etc., the company will adjust the repurchase price or repurchase quantity of the restricted shares that have not been lifted according to the incentive plan.
(II) performance appraisal requirements at individual level
In each assessment year, the individual level performance appraisal of the incentive object shall be implemented according to the relevant internal performance appraisal system of the company. The performance appraisal results of the incentive object shall be divided into four grades: A, B, C and D. at that time, the proportion of sales restrictions that can be lifted at the individual level shall be determined according to the following table:
Performance score s 80 ≤ s 70 ≤ s < 80 60 ≤ s < 70 s < 60
Evaluation results a B C D
Proportion of sales restrictions that can be lifted at the personal level (n) 100% 80% 60% 0
On the premise that the completion degree (a) of the assessment objectives corresponding to each assessment year of the company’s performance reaches more than 80% (inclusive), the number of restricted shares that can be lifted by the incentive object in the current period = the amount of restricted shares that the individual plans to lift in the current period × Proportion of sales restrictions that can be lifted at the company level (m) × The proportion of sales restrictions that can be lifted at the individual level (n).
If the proportion of the incentive object’s current individual level that can be released from the restriction does not reach 100% and the completion of the company’s current performance index assessment does not reach 100%, the restricted shares that fail to meet the standard and cannot be released from the restriction shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
6、 Assessment period and times
(I) assessment period
The fiscal year before the incentive object applies for the release of restricted shares.
(II) assessment times
The award assessment year of the incentive plan is three fiscal years from 2022 to 2024, with one assessment in each fiscal year.
7、 Assessment procedure
(I) the remuneration and assessment committee of the board of directors shall confirm the completion of the company’s performance assessment indicators according to the company’s performance achieved in the assessment year.
(II) under the guidance of the remuneration and appraisal committee of the board of directors, the human resources department of the company shall carry out the specific implementation of the individual performance appraisal of the incentive object and report it to the remuneration and appraisal committee of the board of directors of the company; The remuneration and appraisal committee of the board of directors of the company shall determine the attribution qualification and quantity of incentive objects according to the performance appraisal results.
8、 Feedback of assessment results
The appraisee has the right to know his own appraisal results. The employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the appraisee has any objection to his / her appraisal results, he / she 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 or grade within 10 working days. If the appraisee fails to give feedback to the human resources department of the company within 3 working days after receiving the appraisal results, it is deemed to agree with the appraisal results.
9、 Management of assessment results
(I) correction of assessment indicators and results
After the assessment, the remuneration and assessment committee of the board of directors of the company can revise the assessment indicators and assessment results greatly affected by factors such as changes in the objective environment.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data. The remuneration and appraisal committee of the board of directors shall keep all appraisal records of performance appraisal for at least 5 years.
(III) modification of assessment records
In order to ensure the effectiveness of performance appraisal, performance records are not allowed to be altered. If they need to be modified or re recorded, they must be signed by the appraisal recorder.
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 incentive plan comes into force.
Shandong Link Science And Technology Co.Ltd(001207) board of directors January 12, 2022
