Talkweb Information System Co.Ltd(002261)
2022 stock option and restricted stock incentive plan
Implementation of assessment management measures
Talkweb Information System Co.Ltd(002261) (hereinafter referred to as ” Talkweb Information System Co.Ltd(002261) ” or “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 enthusiasm of the company’s directors, middle and senior managers and core technology (business) backbone, and make them work more honestly and diligently, so as to 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 and restricted stock incentive plan (hereinafter referred to as the “equity incentive plan”).
In order to ensure the smooth implementation of the company’s equity incentive plan, these measures are 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 relevant provisions of the articles of association, and in combination with the actual situation of the company.
1、 Assessment purpose
Further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, ensure the smooth implementation of the company’s equity 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.
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 equity incentive plan, including directors, middle and senior managers and core technology (business) backbone personnel.
4、 Assessment organization
The board of directors of the company is responsible for the examination and approval of these measures. 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. The human resources department of the company is responsible for the specific implementation of the assessment
For the nuclear work, the company’s human resources department, the company’s finance department and other relevant departments are responsible for the collection and provision of relevant assessment data, and are responsible for the authenticity and reliability of the data.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year of this plan is three fiscal years from 2022 to 2024, and the assessment is conducted once in each fiscal year. The annual performance assessment objectives of stock options / restricted stocks granted for the first time and the corresponding arrangement of exercisable / lifting restrictions at the company level are shown in the table below:
Completion degree of each exercise / release of restriction assessment objective exercise / release of restriction period performance assessment objective (a) and company level exercisable / release of restriction ratio (m)
The first exercise is granted for the first time, with 2021 as the base, and it will be open for business in 2022
/The revenue growth rate during the period of lifting the sales restriction shall not be less than 15%; When a ≥ 100%, M = 100%;
The second exercise granted for the first time is based on 2021. When a ＜ 100%, M = 0.
/The revenue growth rate during the period of lifting the sales restriction shall not be less than 38%;
The third exercise granted for the first time is based on 2021. When a ≥ 100%, M = 100%;
/During the period of lifting the restrictions, the revenue growth rate shall not be less than 72.8%. When 80% ≤ a ＜ 100%, M = 80%; When a ＜ 80%, M = 0.
If the reserved stock option / restricted stock is granted in 2022, the performance evaluation objectives of each year are consistent with those of the first grant; If the reserved stock option is granted in 2023, the annual performance assessment objectives and the corresponding arrangement of the proportion of sales restrictions that can be lifted at the company level are shown in the table below:
Completion degree of assessment objective of each exercise / release of restriction period performance assessment objective of exercise / release of restriction period (a) and company level exercisable / release of restriction ratio (m)
The first row of reserved grant is based on 2021. When a ≥ 100% of the operating revenue in 2023, M = 100%;
The growth rate during the period of right / release of restrictions on sales shall not be less than 38%; When a ＜ 100%, M = 0.
The second row of reserved grant is based on 2021. When a ≥ 100% of the operating revenue in 2024, M = 100%;
The growth rate during the right / lifting of restrictions on sales shall not be less than 72.8%. When 80% ≤ a ＜ 100%, M = 80%; When a ＜ 80%, M = 0.
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 corresponding assessment year 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 bank in the same period.
(4) Performance assessment at sector / subsidiary / business unit level
The actual number of stock options / restricted shares that can be exercised / released by the incentive object in the current year is linked to the performance appraisal at the level of its sector / subsidiary / business unit. The content, method and goal of performance appraisal at the level of each sector / subsidiary / business unit are determined by the company. The proportion and amount (W) of exercising rights / lifting restrictions at the level of sector / subsidiary / business unit shall be determined according to the annual performance achievement rate (y) at the level of sector / subsidiary / business unit corresponding to the assessment results in the table below:
The annual performance of the sector reaches y ≥ 80 points, 70 ≤ y 80 points, 60 ≤ y 70 points, y 60 points
Yield (y)
Corresponding exercise / release limit 100% 80% 60% 0
Sales ratio (W)
If the conditions for exercising rights / lifting restrictions on sales are met, the incentive objects in the sector / subsidiary / business unit will exercise rights / lifting restrictions on sales in accordance with the proportion specified in the plan.
On the contrary, if the conditions for exercise / lifting the restrictions on sale are not met, the incentive objects in the level of the sector / subsidiary / business unit shall not exercise all the stock options to be exercised in the corresponding period and shall be cancelled by the company; At the level of this sector / subsidiary / business unit, the incentive objects shall not lift the restrictions on the sale of all restricted shares to be lifted in the corresponding period, and the company shall repurchase and cancel them according to the sum of the grant price and the deposit interest of the bank in the same period.
(5) Performance appraisal requirements at individual level
The individual level performance evaluation of the incentive object shall be organized and implemented in accordance with the management measures for the implementation and evaluation of the 2022 stock option and restricted stock incentive plan formulated by the company and relevant regulations, and the actual amount of exercisable rights / lifting restrictions shall be determined according to the individual annual performance evaluation results of the incentive object. The proportion and amount (z) of exercisable rights / lifting restrictions at the individual level are determined according to the individual annual performance level (x) corresponding to the assessment results in the following table:
Individual annual performance B and above B – C D
Grade (x) corresponds to exercise / solution
Except for the sales restriction ratio of 100% 80% 50% 0
（Z）
If the company meets the performance assessment requirements at the company level, the actual exercisable / sales restriction lifting limit of the incentive object in the current year = the planned exercisable / sales restriction lifting limit of the individual in the current batch × Proportion of exercisable rights / lifting restrictions at the company level (m) × Proportion of exercisable rights / lifting of sales restrictions at the level of sector / subsidiary / business unit (W) × The proportion of exercise / release of restrictions corresponding to individual annual performance level (z).
The stock options that cannot be exercised in the current year due to the non-compliance of individual performance assessment of incentive objects shall be cancelled by the company. All restricted shares that can be lifted in the corresponding assessment year 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 bank in the same period.
6、 Assessment period and 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 the exercise / lifting of restrictions on the sale of stock options / restricted stocks.
8、 Assessment procedure
(I) in each assessment year, the company shall determine the performance indicators of the assessed personnel in the current year through interaction with the assessed objects according to the job description, the company’s annual business plan and personal performance contract, and report to the remuneration and assessment committee of the board of directors for the record.
(II) the financial department, human resources department, enterprise management department and Audit Department of the company shall summarize the assessment data after the end of each year, and the assessment working group shall be responsible for the specific assessment operation, form a performance assessment report and submit it to the remuneration and Assessment Committee for review.
(III) the assessment working group will feed back the assessment results to each assessment object. If the assessed object has any objection to the assessment results, it can appeal to the assessment working group within 5 working days from the date of feedback of the assessment results. The assessment working group can review the assessment results according to the actual situation. If there are unreasonable factors, it can put forward correction suggestions for the assessment results according to the review results, Submit to the remuneration and assessment committee of the board of directors to determine the final assessment results. The assessment results will be filed by the board of directors and used as the basis for the exercise / lifting of restrictions on sales of equity incentive plan.
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 restrictive stock incentive plan comes into force.
Talkweb Information System Co.Ltd(002261) board of directors may 23, 2022
