2022 stock option and restricted stock incentive plan
Implementation of assessment management measures
Gettopacoustic Co.Ltd(002655) (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 and improve the enthusiasm and creativity of the company’s core team, effectively combine the interests of shareholders, the company and employees’ personal interests, promote the continuous growth of the company’s performance, enable employees to share the development achievements of the company and realize the common development of the company and employees. The company plans to implement the 2022 stock option and restricted stock incentive plan (hereinafter referred to as “equity incentive plan” or “this incentive 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 and other relevant laws, administrative regulations, rules and normative documents, the Gettopacoustic Co.Ltd(002655) articles of Association (hereinafter referred to as the “articles of association”) and the 2022 stock option and restricted stock incentive plan (Draft), In combination with the actual situation of the company, the management measures for the implementation and assessment of stock option and restricted stock incentive plan in 2022 (hereinafter referred to as “the measures”) is formulated.
1、 Assessment purpose
In order to further establish and improve the company’s long-term incentive mechanism, ensure the smooth implementation of the 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 and promote the long-term sustainable development of the company.
2、 Assessment principle
The assessment and evaluation must adhere to the principles of fairness, openness and fairness, and evaluate the performance of the assessment objects in strict accordance with these measures, so as to realize the close combination of the equity incentive plan and 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 measures are applicable to all incentive objects participating in the company’s incentive plan, including directors, senior managers, middle managers and core technical (business) personnel.
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.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The appraisal year of exercise / lifting of restriction on sales of this incentive plan is three fiscal years from 2022 to 2024, and the appraisal is conducted once in each fiscal year, with the achievement of performance appraisal objectives as the conditions for exercise / lifting of restriction on sales.
The annual performance assessment objectives of stock options / restricted stocks granted for the first time and reserved are shown in the table below:
Performance assessment objectives of exercise / release of restrictions
The first exercise / lifting of restrictions on sale period is based on the company’s net profit in 2021, and the growth rate of net profit in 2022 shall not be less than 50%; The second exercise / lifting of restrictions on sale period is based on the company’s net profit in 2021, and the growth rate of net profit in 2023 shall not be less than 100%; The third exercise / lifting of restrictions on sale period is based on the company’s net profit in 2021, and the growth rate of net profit in 2024 is not less than 150%.
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, but the value affected by the share based payment expenses of the equity incentive plan shall be excluded as the calculation basis.
If the company fails to meet the above performance assessment objectives, the stock options granted to all incentive objects in the corresponding assessment year shall not be exercised and shall be cancelled by the company; All restricted shares that can be lifted in the year of assessment corresponding to the incentive object shall not be lifted, and shall be repurchased and cancelled by the company. The repurchase price is the grant price plus the deposit interest of the people’s Bank of China in the same period.
(II) performance appraisal requirements at individual level
The individual assessment of the incentive object shall be implemented according to the relevant internal evaluation system of the company. The individual assessment and evaluation results of incentive objects are divided into “excellent”, “good”, “qualified” and “unqualified”. If the individual performance appraisal result of the incentive object in the previous year is “excellent” or “good”, the incentive object plans to exercise / lift the sales restriction limit in the current year, and all exercise / lift the sales restriction; If the evaluation result of the incentive object in the previous year is “qualified”, the incentive object plans to exercise 50% of the limit of exercise / release of sales restriction in the current year; If the appraisal result of the incentive object in the previous year is “unqualified”, the company will cancel the exercise limit of the incentive object in the current period in accordance with the provisions of this incentive plan, and the stock option will be cancelled by the company. The restricted shares granted but not lifted in the current year cannot be lifted, and the company will repurchase and cancel them at the grant price.
The evaluation result is excellent / good, qualified or unqualified
100% 50% 0% of the sales limit lifted in the current year
6、 Assessment period and times
(I) assessment period
The fiscal year before the incentive object applies for stock option / restricted stock exercise / release of restrictions.
(II) assessment times
The assessment year of this equity incentive plan is three fiscal years from 2022 to 2024, which is assessed once a year.
7、 Exercise / release of restrictions
(I) the remuneration and appraisal committee of the board of directors shall determine the qualification and quantity of the incentive object to exercise / remove the restriction on sales according to the performance appraisal report.
(II) the performance appraisal results shall be used as the basis for exercise / lifting of restrictions on sales.
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
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 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.
The assessment results shall be used as the basis for the exercise of stock options / the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment results
1. After the assessment, the office of the board of directors 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 filed and kept as confidential information, and the office of the board of directors 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 equity incentive plan takes effect.
Gettopacoustic Co.Ltd(002655) board of directors may 19, 2002
