Management measures for the assessment of the implementation of stock option incentive plan in 2022
Hitevision Co.Ltd(002955) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, fully mobilize the work enthusiasm of the company’s directors, senior managers, core managers and core technical (business) personnel, make them work more honestly and diligently, and ensure the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, the company plans to implement the 2022 stock option incentive plan (hereinafter referred to as “stock option incentive plan” or “this incentive plan”). In order to ensure the smooth implementation of this stock option incentive plan, this assessment management method is 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 other relevant provisions, and in combination with the actual situation of the company.
1、 Assessment purpose
Further improve the corporate governance structure and incentive and restraint mechanism of the company, combine the interests of the incentive object with the interests of the company by linking the performance appraisal with the exercise conditions, realize the consistency of the interests of shareholders, the company and the incentive object, and enhance the sense of responsibility, mission and work enthusiasm of the incentive object, 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
These measures are applicable to all incentive objects participating in the company’s stock option incentive plan, including some directors, senior managers, core managers and employees who worked in the company (including subsidiaries within the scope of consolidated statements, the same below) when announcing the incentive plan Core technical (business) personnel (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children). Same / other employment agreements.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading, organizing and reviewing the assessment of incentive objects.
(II) the office of the board of directors, the human resources department and the Finance Department of the company form an assessment working group to be responsible for the specific implementation of the assessment. The assessment working group is responsible for and reports to the remuneration and assessment committee of the board of directors. 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 accuracy of the data.
(III) the board of directors of the company is responsible for reviewing the assessment results.
5、 Assessment indicators and standards
The incentive object shall meet the performance appraisal requirements at the company level and the individual level at the same time, and the exercise can only be carried out after being granted stock options.
(I) performance assessment requirements at the company level
Performance evaluation index: deduct non net profit
The exercise assessment year of the incentive plan is three fiscal years from 2022 to 2024. In each fiscal year of the exercise period, the performance assessment and exercise are carried out by year, so as to achieve the performance assessment goal at the company level as one of the exercise conditions of the incentive object. The annual performance assessment objectives for the exercise assessment of stock options granted for the first time are shown in the table below:
Performance appraisal objectives of exercise arrangement
In the first exercise period, the non net profit deducted from the consolidated statements of the company in 2022 shall not be less than 200 million;
In the second exercise period, the non net profit deducted from the consolidated statements of the company in 2023 shall not be less than 260 million;
In the third exercise period, the non net profit deducted from the consolidated statements of the company in 2024 shall not be less than 338 million;
Note: 1. The above “deduction of non net profit from consolidated statements” is based on the data audited by the accounting firm hired by the company. 2. The above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
If the reserved part is granted in 2022, the performance assessment objectives of the reserved part of the exercise assessment year and the company level are the same as those granted for the first time; If the reserved part is granted in 2023, the exercise assessment year of the reserved part is
Performance appraisal objectives of exercise arrangement
In the first exercise period, the non net profit deducted from the consolidated statements of the company in 2023 shall not be less than 260 million;
In the second exercise period, the non net profit deducted from the consolidated statements of the company in 2024 shall not be less than 338 million;
Note: 1. The above “deduction of non net profit from consolidated statements” is based on the data audited by the accounting firm hired by the company. 2. The above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
In each exercise period, if the company fails to meet the above performance assessment objectives, all the stock options planned to exercise in the current period corresponding to the assessment year of all incentive objects shall not be exercised, and the corresponding shares of the current period shall be cancelled by the company.
(II) performance appraisal requirements at individual level
The salary and assessment committee will score the comprehensive assessment of the incentive object in each assessment year, and determine its exercise proportion according to the performance completion rate of the incentive object. If the performance assessment at the company level meets the standard, the number of stock options actually exercised by the incentive object in that year = the standard coefficient corresponding to the assessment results × The number of stock options that an individual plans to exercise in the current year.
The performance evaluation results of incentive objects are divided into four grades: excellent (a), good (b), qualified (c) and unqualified (d). The evaluation form is applicable to the evaluation objects. At that time, the exercise proportion of incentive objects will be determined according to the following table:
Evaluation result (s) s ≥ 90 s ≥ 80 s ≥ 60 s 60
Evaluation criteria excellent (a) good (b) qualified (c) unqualified (d)
Standard coefficient 1.0 0.8 0.5 0
The stock options that cannot be actually exercised by the incentive object in the assessment year shall be cancelled by the company.
6、 Assessment period and times
(I) assessment period
The fiscal year before the incentive object applies for stock option exercise.
(II) assessment times
The exercise period of stock options in this incentive plan is once a year.
7、 Exercise of power
(I) the remuneration and appraisal committee of the board of directors shall determine the exercise qualification and exercise quantity of incentive objects according to the performance appraisal report.
(II) the performance appraisal results shall be used as the basis for the exercise of stock options.
8、 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. 9、 Assessment result management
(I) feedback and appeal of assessment results
1. 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 5 working days after the completion of the appraisal work.
2. 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 can review his / her assessment results according to the actual situation and revise the assessment results according to the review results.
3. The assessment results shall be used as the basis for the exercise of stock options.
(II) filing of assessment results
1. After the assessment, the office of the board of directors and the human resources department shall keep all assessment records of performance assessment. 2. In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be modified or re recorded, they must be signed by the assessment recorder.
3. The results of performance appraisal shall be archived and kept as confidential information, and the human resources department shall be responsible for unified destruction three years after the end of the plan.
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 stock option incentive plan takes effect Hitevision Co.Ltd(002955) board of directors April 28, 2022
