Wuhan Jingce Electronic Group Co.Ltd(300567)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as “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 employees and make them work more honestly and diligently, so as to ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives, The company plans to implement the restricted stock incentive plan in 2022 (hereinafter referred to as the “restricted stock incentive plan”).
In order to ensure the smooth implementation of the restricted stock 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 laws, regulations and normative documents, as well as the relevant provisions of Wuhan Jingce Electronic Group Co.Ltd(300567) articles of association, Wuhan Wuhan Jingce Electronic Group Co.Ltd(300567) Group Co., Ltd. 2022 restricted stock incentive plan (Draft), and in combination with the actual situation of the company, These measures are hereby formulated.
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 restricted stock incentive plan in 2022, 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 the performance of the assessment objects in strict accordance with these measures, so as to realize the close combination of the restricted stock incentive plan in 2022 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 restricted stock incentive plan, including directors, senior managers, core managers, core technical (business) personnel and other personnel (including foreign employees) that the board of directors deems necessary to be encouraged.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and reviewing the assessment of incentive objects.
(II) the human resources department of the company is responsible for the specific implementation of the assessment. The human resources department is responsible for and reports to the remuneration and assessment committee of the board of directors.
(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 remuneration and assessment committee of the board of directors of the company shall review and make resolutions on the assessment results of incentive objects.
5、 Assessment standard
(I) performance assessment requirements at the company level
The assessment year of the incentive plan is two fiscal years from 2022 to 2023, with one assessment in each fiscal year. The annual performance assessment objectives of restricted shares granted are shown in the table below:
Ownership arrangement and assessment requirements
The first attribution period is based on the net profit in 2021, and the growth rate of net profit in 2022 is no less than 40%
The second attribution period is based on the net profit in 2021, and the net profit growth rate in 2023 is not less than 80%
Note: 1. The above performance assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
2. The above “net profit” refers to the net profit attributable to the shareholders of the listed company and excluding the impact of share based payment expenses.
If the company fails to meet the above performance assessment objectives, all restricted shares attributable to incentive objects in the corresponding assessment year shall not be attributed and shall be invalid.
(II) performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and performance assessment, and the actual attributable number of shares shall be determined according to the assessment results of the incentive object. At that time, the number of shares actually attributable to the incentive object will be determined according to the corresponding ownership proportion at the individual level in the following assessment and rating table:
Individual level performance appraisal results s a B C D
Ownership ratio at individual level: 100%, 50%, 0%
If the company level performance assessment meets the standard, the number of restricted shares actually owned by the incentive object in the current year = the ownership proportion at the individual level × The amount to which the individual plans to belong in the current year.
If the company / company’s shares change due to the economic situation, market conditions and other factors, and it is difficult to achieve the incentive purpose by continuing to implement the incentive plan, the board of directors and / or the general meeting of shareholders may decide to cancel the ownership or terminate the incentive plan for a batch / batches of restricted shares that have not been vested in the incentive plan after deliberation and confirmation.
6、 Assessment period and times
(I) assessment period
The fiscal year before the incentive object applies for the ownership of restricted shares.
(II) assessment times
The assessment year of this restricted stock incentive plan is two fiscal years from 2022 to 2023, and the assessment is conducted once a year.
7、 Assessment procedure
(I) 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. (II) the remuneration and assessment committee of the board of directors shall determine the attribution qualification and quantity of incentive objects according to the assessment report. 8、 Assessment result management
(I) feedback and appeal of assessment results
1. The appraisee has the right to know his own appraisal results, and the employee’s direct supervisor shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
2. 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 salary and assessment committee, which shall review and determine the final assessment result or grade within 10 working days.
3. The assessment results shall be used as the basis for the ownership of restricted stocks.
(II) filing of assessment results
1. After the assessment, the securities legal department 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 legal department shall be responsible for the destruction of the confidential data after the three-year performance appraisal.
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 Wuhan Jingce Electronic Group Co.Ltd(300567)
May 23, 2022
