Shenzhen Longtech Smart Control Co.Ltd(300916)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shenzhen Longtech Smart Control Co.Ltd(300916) (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, fully mobilize the enthusiasm and creativity of the company’s directors, senior managers and core backbone personnel, effectively combine the interests of the company, shareholders and core team, and enable all parties to jointly ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the company has formulated the Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “equity incentive plan”, “this incentive plan” or “this plan”).
In order to ensure the smooth implementation of the equity incentive plan, 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, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) and other relevant laws, regulations and normative documents, as well as the articles of association and the relevant provisions of this restricted stock incentive plan, and in combination with the actual situation of the company, These measures are hereby formulated. Article 1 assessment purpose
The purpose of the company’s equity incentive plan is to quantify and standardize the performance incentive plan and ensure the smooth implementation of the company’s equity incentive plan. At the same time, guide the incentive objects to improve their work ability and performance, and sort out a fair, objective and comprehensive evaluation basis for the implementation of this incentive plan.
Article 2 assessment principle
(I) adhere to the principles of fairness, openness and fairness, and evaluate the incentive objects in strict accordance with these measures. (II) the assessment indicators are combined with the company’s medium and long-term development strategy and annual business objectives, and closely combined 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.
Article 3 scope of assessment
These measures are applicable to all incentive objects participating in the equity incentive plan of the company, that is, all incentive objects determined by the salary and assessment committee (hereinafter referred to as the “salary committee”) and approved by the board of directors, including directors and senior managers who served in the company when announcing the draft plan, as well as managers and technical (business) personnel who have a direct impact on the company’s operating performance and future development, Excluding independent directors and supervisors. The directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company and sign labor contracts, employment contracts or labor contracts when the company grants restricted shares and within the assessment period specified in the incentive plan.
Article 4 assessment organization and executive organization
(I) the board of directors of the company is responsible for formulating and revising these measures, and authorizes the Remuneration Committee of the board of directors to be responsible for leading, organizing and implementing the assessment of incentive objects.
(II) the human resources department of the company is responsible for the specific implementation of the assessment and reporting to the Remuneration Committee. (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.
Article 5 assessment indicators and standards
(I) ownership arrangement
The ownership arrangement of each batch of restricted shares granted for the first time and reserved in the incentive plan is as follows:
Ownership arrangement ownership time ownership proportion
The first vesting period is from the first trading day after 12 months from the date of grant to 50%
The last trading day within 24 months from the date of grant
The second vesting period is from the first trading day after 24 months from the date of grant to 50%
The last trading day within 36 months from the date of grant
Restricted stocks that have not applied for attribution within the above agreed period or cannot be attributed due to failure to meet the attribution conditions will be invalidated by the company in accordance with the provisions of the plan.
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts before vesting. The restricted shares granted to the incentive object but not yet vested, and the increased shares due to the conversion of capital reserve into share capital, share distribution and other circumstances are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall not be vested. (II) meet the performance assessment requirements at the company level
The assessment year of the incentive plan is 20222023.
Assuming that the net profit in 2021 is taken as the base, the net profit growth rate in the assessment year in 2022 is x;
Assuming that the net profit in 2022 is taken as the base, the net profit growth rate in the assessment year in 2023 is y;
The company’s performance assessment objectives and ownership proportion are arranged as follows:
Net profit growth rate in the attribution period (x or y) company level attribution proportion (L)
X≥60% 100%
40%≤X＜60% 80%
Restrictions on first / reserved grants
The first vesting period of shares is 20% ≤ x ＜ 40% 60%
X＜20% 0
Y≥60% 100%
40%≤Y＜60% 80%
Restrictions on first / reserved grants
The second vesting period of shares is 20% ≤ y ＜ 40% 60%
Y＜20% 0
Note: the above “net profit” refers to the net profit attributable to the shareholders of the listed company in the audited consolidated financial statements, and the data of the company’s relevant share based payment expenses related to incentives are excluded as the calculation basis, the same below.
Calculation method of ownership proportion at the company level:
If the company fails to reach the trigger value of the above performance appraisal indicators, all restricted shares of all incentive objects corresponding to the appraisal plan in the current year will be cancelled and invalid;
If the company reaches the trigger value of the above performance evaluation indicators, the ownership proportion at the company level is the ownership proportion corresponding to the performance completion degree. The ownership of some restricted stocks that cannot be attributed will be cancelled and invalid.
(V) meet the performance appraisal requirements at the individual level
The personal assessment of the incentive object shall be implemented according to the relevant internal performance assessment system of the company. At that time, the actual ownership amount of the incentive object shall be determined according to the individual assessment and evaluation results of the incentive object.
Proportion of assessment grade at individual level (P)
A 100%
B 80%
C 60%
D 0
Amount of incentive plan of the current year = amount of individual equity of the company’s performance appraisal object in the current year × Ownership ratio at the company level (L) × Personal attribution ratio (P).
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 invalidated and shall not be deferred to the next year.
If the company / or the company’s shares change due to the economic situation, market conditions and other factors, it is difficult to continue to implement the incentive plan to achieve the incentive purpose, the board of directors and / or the general meeting of shareholders may decide to cancel the ownership of a batch / batches of restricted shares that have not been vested in the incentive plan or terminate the restricted stock incentive plan after deliberation and confirmation.
Article 6 assessment year and times
The assessment year of this plan is two fiscal years from 2022 to 2023, with one assessment in each fiscal year. Article 7 assessment procedure
Under the guidance of the Remuneration Committee, the human resources department of the company is responsible for the specific assessment work, save the assessment results, form a performance assessment report on this basis and submit it to the Remuneration Committee of the board of directors.
Article 8 management of assessment results
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the human resources department shall notify the appraisee of the appraisal results within 5 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 Remuneration Committee, which shall review and determine the final assessment result within 10 working days. The assessed object shall not have any objection to the final assessment result or grade determined after review by the Remuneration Committee of the board of directors.
(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 Remuneration Committee.
Article 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 restricted stock incentive plan takes effect in 2022.
Shenzhen Longtech Smart Control Co.Ltd(300916) board of directors may 18, 2022
