Kingsignal Technology Co.Ltd(300252)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Kingsignal Technology Co.Ltd(300252) (hereinafter referred to as "the company") in order to further improve the company's long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company's development strategy and business objectives, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal incentives and constraints, the 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan (Draft) (hereinafter referred to as "equity incentive plan" or "this incentive plan") is hereby formulated.
In order to ensure the smooth implementation of the 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 Listing Rules of Shenzhen Stock Exchange on the gem, the self discipline supervision guide No. 1 of Shenzhen Stock Exchange on the gem - business handling and other relevant laws, regulations and normative documents, as well as the Kingsignal Technology Co.Ltd(300252) articles of association This assessment method is formulated in accordance with the relevant provisions of the company's equity incentive plan and in combination with the actual situation of the company.
1、 Assessment purpose
In order to further improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and 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 level of management performance 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 incentive plan, including directors, senior managers and core backbone employees of the company (including holding subsidiaries, the same below). It does not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents, children and foreign employees. All incentive objects must sign labor contracts or employment contracts with the company within the assessment period of this incentive plan.
4、 Assessment organization and executive organization
(I) the remuneration and assessment committee of the board of directors of the company (hereinafter referred to as the "Remuneration and assessment committee") is responsible for leading and organizing the assessment of incentive objects.
(II) be responsible for the composition of the company's salary and assessment team and the human resources department.
(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, which is supervised by the internal audit department of the company.
(IV) the board of directors of the company is responsible for the examination and approval of these measures and the examination results.
5、 Assessment indicators and standards
(I) performance assessment requirements at the level of listed companies / business divisions
The assessment year of the incentive plan is two fiscal years from 2023 to 2024, one assessment in each fiscal year, with the achievement of performance assessment objectives as one of the attribution conditions. The incentive objects shall be subject to the performance assessment at the level of listed companies and the performance assessment at the level of each business unit according to their subordinate units. If the incentive object is the group headquarters and does not work in the business division, the performance assessment requirements at the level of listed companies shall apply; The incentive object is the personnel in the business division, and the corresponding performance assessment requirements at the business division level shall be applied according to the business division; If the incentive object works in the group headquarters and the assessment business department at the same time, the incentive object shall be subject to the corresponding performance assessment requirements of the business department. The specific assessment criteria applicable to the incentive object will be confirmed according to the company's organizational structure and clearly agreed in the restricted stock grant agreement signed with the incentive object.
The annual performance evaluation objectives of restricted shares granted for the first time and reserved in the incentive plan are shown in the table below:
1. Performance evaluation at the level of listed companies
The assessment objectives at the level of listed companies are applicable to the relevant incentive objects who work in the group headquarters and do not work in the assessment division at the same time. The performance assessment objectives are shown in the table below:
Net profit (10000 yuan)
Ownership arrangement assessment year
Target value (AM) trigger value (an)
First vesting period 20232 Shahe Industrial Co.Ltd(000014) 000
The second vesting period is 3 Shenzhen Kaifa Technology Co.Ltd(000021) 000 in 2024
Note: (1) the above "net profit" index refers to the audited net profit attributable to the shareholders of the listed company, excluding the impact of all equity incentive plans and employee stock ownership plans (if any) share based payment expenses within the validity period.
(2) The performance objectives involved in the above attribution arrangements do not constitute the company's performance prediction and substantive commitment to investors.
According to the above performance objectives, the ownership proportion of each period is linked to the completion rate of assessment indicators in the assessment period. The specific linking methods are as follows:
Assessment indicators completion of assessment indicators company level ownership proportion (x)
A≥Am X=100%
Net profit (a) an ≤ a ＜ am x = 80%
A＜An X=0%
2. Performance assessment at division level
(1) Performance assessment at the level of cable products division
The performance assessment objectives at the level of cable products division are applicable to the relevant incentive objects in the online cable products division. The performance assessment objectives are shown in the table below:
Ownership arrangement and annual performance assessment indicators
In the first vesting period, the net profit in 2023 shall not be less than 30 million yuan
In the second vesting period, the net profit in 2024 shall not be less than 33 million yuan
Note: ① the above "net profit" index refers to the audited net profit attributable to the shareholders of the listed company after deducting the non recurring profits and losses of the cable products division, and excluding the influence of all the share based incentive plans and employee stock ownership plans (if any) within the validity period.
② The performance objectives involved in the above attribution arrangements do not constitute the company's performance prediction and substantive commitment to investors.
(2) Performance assessment at the level of special products division
The performance assessment objectives at the level of special products division are applicable to relevant incentive objects working in special products division. The performance assessment objectives are shown in the table below:
Ownership arrangement and annual performance assessment indicators
In the first vesting period, the net profit in 2023 shall not be less than 35 million yuan
In the second vesting period, the net profit in 2024 shall not be less than 40 million yuan
Note: ① the above "net profit" index refers to the audited net profit attributable to the shareholders of the listed company after deducting the non recurring profits and losses of the special products division, and excluding the influence of all the share based incentive plans and employee stock ownership plans (if any) within the validity period.
② The performance objectives involved in the above attribution arrangements do not constitute the company's performance prediction and substantive commitment to investors.
During the vesting period, the company shall handle the registration of stock vesting for the incentive objects that meet the vesting conditions. If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects that are planned to be vested in the current year shall not be vested or deferred to the next period, and shall become invalid.
(II) performance appraisal requirements at the individual level of incentive objects
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The individual assessment and evaluation results of the incentive object are divided into five levels: "a", "B", "C", "d", "E and below". At that time, the actual number of shares of the incentive object will be determined according to the corresponding ownership proportion at the individual level in the following assessment and rating table:
Personal performance appraisal results a, B, C, D, e and below
Ownership ratio at individual level: 100% 100% 50% 0%
The number of restricted stocks actually owned by the incentive object applicable to the performance assessment at the level of Listed Companies in the current period = the number of individual planned ownership in the current period × Company level ownership ratio × Personal attribution ratio; The number of restricted shares actually owned by the incentive object applicable to the performance assessment at the business division level in the current period = the number of individual planned ownership in the current period × Personal ownership ratio.
The part of the restricted shares that the incentive object plans to belong to in the current period that cannot be attributed due to assessment reasons shall be invalid and cannot be deferred to the next period.
If the incentive object is the company's directors and senior managers, such as the company's issuance of shares (including preferred shares) or convertible bonds, which leads to the dilution of the company's immediate return and the need to fulfill the measures to fill the immediate return, as the incentive object of the incentive plan, the ownership of the restricted shares obtained by the individual shall not only meet the above attribution conditions, but also meet the conditions for the practical implementation of the measures to fill the return formulated and implemented by the company.
6、 Assessment period and times
(I) assessment period
The first two fiscal years of the ownership of each restricted stock of the incentive object.
(II) assessment times
The assessment year of this incentive plan is two fiscal years from 2023 to 2024, and the assessment is conducted once a year. 7、 Assessment procedure
Under the guidance of the salary and appraisal committee, 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 salary and appraisal committee. The board of directors of the company is responsible for reviewing the assessment results.
8、 Feedback and application of assessment results
(I) the examinee has the right to know his own assessment results, and the salary and assessment committee shall notify the examinee of the assessment results within 10 working days after the end of the assessment.
(II) if the examinee has any objection to the assessment results, he can appeal to the salary and assessment committee within 10 working days after receiving the assessment notice. The salary and assessment committee can review the assessment results according to the actual situation and revise the assessment results according to the review results.
(III) the assessment results shall be used as the basis for the ownership of restricted shares.
9、 Filing of assessment results
(I) after the assessment, the human resources department shall keep all assessment records and files of performance assessment, and the assessment results shall be kept as confidential information.
(II) in order to ensure the effectiveness of the performance record, the performance record shall not be altered. If it needs to be modified or re recorded, it must be signed by the party concerned for confirmation.
(III) the performance appraisal records shall be kept for 5 years. The salary and appraisal committee has the right to destroy the documents and records beyond the retention period.
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 effect.
Kingsignal Technology Co.Ltd(300252) board of directors may 21, 2022
