Securities code: Kingsignal Technology Co.Ltd(300252) securities abbreviation: Kingsignal Technology Co.Ltd(300252) Announcement No.: 2022043 Kingsignal Technology Co.Ltd(300252)
Announcement on internal partner sharing plan
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Purpose of internal partner sharing plan
In order to further establish and improve the long-term incentive mechanism of Kingsignal Technology Co.Ltd(300252) (hereinafter referred to as “the company” or ” Kingsignal Technology Co.Ltd(300252) “), fully mobilize the enthusiasm and creativity of the company’s management team, make all parties pay common attention to the long-term development and long-term value of the company, enhance the core competitiveness of the company, ensure the realization of the company’s development strategy and long-term business objectives, and promote the long-term, healthy and sustainable development of the company, according to the company law of the people’s Republic of China The internal partner sharing plan (hereinafter referred to as “the plan”) is formulated in accordance with the securities law of the people’s Republic of China and other relevant laws and regulations, normative documents and the articles of association.
This plan is a supplement to the company’s existing salary management system. After being deliberated and approved by the general meeting of shareholders of the company, these Measures shall be implemented in parallel with the existing salary management system of the company.
2、 Incentive object
The incentive objects of this plan are the employees of the company who have established formal labor relations with the company or its subsidiaries and the external experts declared by the investment department (but the above-mentioned external personnel shall not participate in the equity redemption scheme), including the following personnel:
1. Directors and supervisors of the company;
2. Senior managers stipulated in the articles of association and appointed by the board of directors of the company;
3. Core management personnel, core technical personnel and core business personnel of the company (including wholly-owned and holding subsidiaries);
4. External experts declared by the investment department;
5. Other employees that the general manager office of the Company deems necessary to be rewarded.
In addition to the external experts declared by the investment department, the incentive object must work in the company (including wholly-owned and holding subsidiaries) during the period of participating in the plan.
Those who have one of the following circumstances cannot become incentive objects:
1. Violation of national laws and regulations, articles of association or internal management rules and regulations of the company;
2. Serious damage to the interests, reputation and image of the company (including subsidiaries) due to disclosure of secrets, corruption, theft, embezzlement, bribery, dereliction of duty or dereliction of duty and other acts in violation of national laws and regulations, or acts in violation of public order, good customs, professional ethics and ethics;
3. Employees who have no labor contract relationship with the company;
4. The individual’s annual performance appraisal result of the previous year is Grade E;
5. The general manager’s office meeting of the company determines other inappropriate candidates;
6. Circumstances identified by relevant regulatory authorities that cannot participate in the plan.
3、 Accounting of annual bonus package
1. The annual bonus package is calculated once a year. The accounting base of each business unit is the net profit attributable to the parent company excluding the impact of share based payment in the management statement of each business unit of the previous year (the following net profits are all based on this standard), and the accounting proportion is 10%; The investment department of the company is 10% of the investment income. Namely:
Annual bonus package (s) = net profit of business unit (or investment income of investment department) × 10%
The annual bonus package set up by the company shall be distributed by the business division / investment department and the group headquarters according to the principle of 7:3. In principle, the distribution proportion shall not be adjusted. If there is a special need for adjustment, it shall be reviewed by the general manager office meeting of the company and then submitted to the remuneration and assessment committee of the board of directors of the company for review.
Division / investment department bonus package (S1) = annual bonus package (s) × 70% group headquarters bonus package (S2) = annual bonus package (s) × 30%
The cashing methods of bonus packages of business unit / investment department and group headquarters include cash cashing and equity cashing. 2. The annual bonus package calculated according to the measures is distributed on the basis of business responsibility and performance contribution. The general manager office meeting of the company is responsible for the accounting, distribution and use of the annual bonus package according to the plan.
3. The annual bonus package will not be calculated when the following circumstances occur:
(1) When the net profit of the management statement of the business division in the previous year is negative, the business division will not calculate the annual bonus package;
(2) When the income from investment activities of the investment department in the previous year is negative, the investment department of the company does not calculate the annual bonus package;
(3) If the financial report of a listed company in the previous year is given a non-standard audit opinion by a certified public accountant, all units shall not calculate the annual bonus package;
(4) If there are other special circumstances that will not be accounted for, it will be reviewed by the general manager’s office meeting and reported to the chairman for confirmation.
4. Special handling of annual bonus package accounting
(1) In principle, the business division shall calculate the annual bonus package according to the rules based on the overall performance. If the overall net profit of a business unit is negative and the net profit of a subsidiary is positive for two consecutive years, whether the subsidiary can calculate the annual bonus package separately needs to be reviewed by the general manager office meeting of the company and reported to the remuneration and assessment committee of the board of directors for confirmation;
(2) If the net profit of the listed company is negative, the bonus package (S1) of the profit division / investment department shall be calculated normally, and the bonus package (S2) of the group headquarters shall not be calculated;
(3) If the total cashed part of the first phase of the annual bonus package (s) calculated by the performance of each business division / investment department exceeds 10% of the net profit of the listed company in the previous year, the bonus package (S1) of the business division / investment department shall be calculated normally, and the bonus package (S2) of the group headquarters shall be delayed to the subsequent annual accounting;
(4) In principle, the accumulated net profit of the loss making unit of the previous year in the next three years must be greater than the loss amount of the previous year. If it fails to meet the above requirements, its annual bonus package in the profit-making year shall be postponed to subsequent years;
(5) If there are other special circumstances that need to delay the accounting, it shall be reviewed by the general manager’s office meeting and reported to the remuneration and assessment committee of the board of directors of the company for review;
(6) The follow-up implementation of the delayed accounting part shall be reviewed by the general manager’s office meeting and reported to the remuneration and assessment committee of the board of directors of the company for review.
(7) The accounting base of the investment department shall consider the offset of investment losses or investment project losses.
4、 Annual bonus distribution package
1. Bonus distribution of investment division (S1)
(1) Confirm cash and equity cashout limit
Cash out bonus package (A1) = bonus package of business unit / investment department (S1) × 70% × Q
Equity cash bonus package (B1) = bonus package of business unit / investment department (S1) × （1-Q） × 120%
Note: ① Q refers to cash cashing ratio and 1-Q refers to equity cashing ratio;
② Cash out bonus package (A1) is 70% of the bonus package of the business unit / investment department; Equity cash bonus package (B1) is 120% of the bonus package of the business unit / investment department;
③ The cash and equity cashout ratio shall be determined by the head of each business unit / investment department and then reported to the general manager’s office meeting and the chairman of the company for determination.
The bonus distributed to the external investor or the external experts shall not be cashed out in cash.
④ Once the cash cashing ratio is confirmed, it will not be changed in principle.
(2) Confirmation of equity redemption method
The stock rights of listed companies Kingsignal Technology Co.Ltd(300252) ( Kingsignal Technology Co.Ltd(300252) ) or subsidiaries can be cashed out. The specific method shall be proposed by the head of the business division / investment department and reported to the general manager’s office meeting and the chairman of the group for confirmation;
If Kingsignal Technology Co.Ltd(300252) ( Kingsignal Technology Co.Ltd(300252) ) shares of the listed company are selected to be cashed, it shall be realized by participating in the employee stock ownership plan or equity incentive plan of the listed company; If the subsidiary’s equity is selected to be cashed, it is realized by holding the shares of the subsidiary’s employee stock ownership platform (generally limited partnership), and the total proportion of the subsidiary’s equity held by the employee stock ownership platform shall not exceed 10% of the subsidiary’s equity.
Once the equity redemption method is confirmed, it will not be changed in principle.
(3) Confirm the incentive object
The incentive object of the bonus package (S1) of the business division / investment department shall be proposed by the head of each business division / investment department, which shall be reviewed by the human resources department of the group headquarters and reported to the general manager’s office meeting and the chairman for determination. The selection of incentive objects for the stock cashing scheme of listed companies shall also be reported to the remuneration and assessment committee of the board of directors, the board of directors, the board of supervisors and the general meeting of shareholders for deliberation and determination.
2. Distribution of group headquarters bonus package (S2)
(1) Confirm cash and equity cashout limit
Cash out bonus package (A2) = group headquarters bonus package (S2) × Q × 70%
Equity cash bonus package (B2) = group headquarters bonus package (S2) × （1-Q） × 120%
Note: ① Q refers to cash cashing ratio and 1-Q refers to equity cashing ratio;
② Cash out bonus package (A2) is 70% of the bonus package (S2) of the group headquarters; The equity cash bonus package (B2) is 120% of the bonus package (S2) of the group headquarters;
③ The cash cashing ratio is consistent with the cash cashing ratio selected by each business unit / investment department.
(2) Confirmation of equity redemption method
The equity redemption method is consistent with that selected by each business unit / investment department.
(3) Confirm the incentive object
The incentive objects of the bonus package (S2) of the group headquarters shall be drafted by the human resources department of the group headquarters and reported to the general manager’s office meeting and the chairman for determination. The incentive objects who choose the stock cashing scheme of listed companies shall also be reported to the remuneration and assessment committee of the board of directors, the board of directors, the board of supervisors and the shareholders’ meeting for deliberation and determination.
The bonus package of the group headquarters can be distributed not only to the relevant departments of the group headquarters, but also to the relevant support personnel of the business division and other business divisions.
3. Cash redemption incentive scheme
The cash cashing scheme of bonus package of GS division is as follows:
After deducting the personal income tax, it will be distributed to employees in three phases in cash, with the proportion of 30%, 35% and 35%. There is no performance assessment in the first phase, which will be issued 12 months after the expiration of the waiting period. There will be performance assessment at the company or business unit level in the second and third phases. If the performance assessment at the company or business unit level is not met, the cash distribution in the second and third phases will be cancelled. The performance objectives of the company or GS division shall be subject to the performance commitment letter signed by the head of GS division.
The cash cashing scheme of bonus package of investment department is as follows:
After deducting the personal income tax, it will be distributed to employees in three phases in cash, with the proportion of 30%, 35% and 35%. The first phase (M1) has no performance assessment and will be issued 12 months after the expiration of the waiting period. The second and third phases (M2 + m3) will be used as the reserved bonus pool. If the accounting base of the investment department in the next year is negative, the annual bonus package (M2) of the second phase will be deducted until it is zero; If the accounting base of the investment department in the next year is positive, the annual bonus package accrued in the next year (M1 next year) + the second annual bonus package of the previous year (M2) will be taken as the total bonus package of the next year. 4. Equity redemption incentive scheme
(1) Shares of listed companies
For the specific implementation of the stock incentive plan of listed companies, equity incentive plans such as the first type of restricted stocks, the second type of restricted stocks, stock options and stock appreciation rights can be selected, as well as employee stock ownership plans or other ways allowed by A-share capital market rules.
(2) Equity of subsidiaries
The specific implementation of the equity incentive plan of subsidiaries is realized through the employee stock ownership platform in the form of limited partnership. The total proportion of equity of subsidiaries held by the employee stock ownership platform shall not exceed 10% of the equity of subsidiaries. If it exceeds 10%, it shall be distributed by means of virtual equity or options.
The specific implementation of equity incentive plans of listed companies, employee stock ownership plans or equity incentive plans of subsidiaries shall be subject to corresponding approval procedures.
5、 Other
1. Management authority and independent operation rules of GS Division
(1) Each business unit and its corresponding subsidiaries shall operate and finance independently.
(2) Subsidiaries shall operate independently within the authority granted by the headquarters. The legal representative, general manager and chief financial officer of the subsidiary shall be appointed by the headquarters, and the directors, supervisors and senior managers of the subsidiary shall be audited and assessed by the headquarters.
(3) The financial expenditure, personnel appointment and removal, procurement and other authorities of subsidiaries shall be managed within the scope of authority after being determined by the authority sub responsibility table of the headquarters.
2. In case of any of the following circumstances, the implementation of the internal partner sharing plan shall be terminated:
(1) Due to relevant policy changes, the internal partner sharing plan cannot be implemented;
(2) The company applies for bankruptcy, liquidation and dissolution;
(3) In case of serious business difficulties, the plan is terminated by resolution of the board of directors;
(4) In case of major changes in the market or other major events of the company, the plan shall be terminated by resolution of the board of directors;
(5) The plan needs to be terminated in accordance with other provisions of relevant laws, regulations and normative documents.
6、 Impact of the implementation of the plan on the company
The implementation of this plan is conducive to the establishment of a set of long-term incentive mechanism based on contribution by listed companies, with equal incentive and restraint, which can bind the long-term interests of the company with the core backbone employees, improve their work enthusiasm, and is conducive to the long-term development of the company.
7、 Opinions of independent directors
After verification, we believe that the company’s internal partner sharing plan is formulated according to the characteristics of the company’s industry and the actual situation, which can better reflect the consistency of rights, responsibilities and interests, stimulate the work enthusiasm and creativity of the company’s employees, and is conducive to the company’s business development. There is no violation of relevant laws and regulations or damage to the interests of the company and shareholders.
8、 Opinions of the board of supervisors
The internal partner sharing plan formulated by the company complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association and other relevant provisions, conforms to the characteristics and actual situation of the company’s industry, and does not harm the interests of shareholders.
Kingsignal Technology Co.Ltd(300252) director
