Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Beijing Beetech Inc(300667) (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, 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 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the self discipline supervision guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws, regulations and normative documents As well as the relevant provisions of the articles of association and the company’s restricted stock incentive plan, and in combination with the actual situation of the company, these measures are hereby formulated.
1、 Assessment purpose
Further improve the corporate governance structure, improve the performance evaluation system of the company’s managers and core employees, and the company’s incentive and restraint mechanism. Through the comprehensive and objective evaluation of the work performance of the company’s directors, senior managers, core technicians and core business personnel, ensure the smooth implementation of the company’s restricted stock incentive plan in 2022 and promote the realization of the company’s long-term strategic 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 restricted stock incentive plan, that is, all incentive objects determined by the remuneration and assessment committee of the board of directors and approved by the board of directors, including senior managers of the company, managers of Beijing Zhuoli Hanguang Instrument Co., Ltd. (hereinafter referred to as “Zhuoli Hanguang”) (including subordinate holding subsidiaries) and core technical (business) backbone employees.
4、 Assessment organization
1. The remuneration and assessment committee of the board of directors of the company is responsible for leading, organizing and reviewing the assessment work specified in these measures, and determining the attribution qualification and number of restricted shares of incentive objects in each restricted period according to the assessment results.
2. The office of the board of directors, the human resources department and the Finance Department of the company form an assessment working group (hereinafter referred to as the “Assessment Working Group”) to implement the assessment and form a performance assessment report on this basis. The assessment working group is responsible for and reports to the remuneration and assessment committee of the board of directors.
3. The company, Zhuo lihanguang human resources department, financial department and other relevant departments are responsible for the collection and provision of relevant assessment data. Relevant departments should actively cooperate and be responsible for the authenticity and reliability of the data.
4. The board of directors of the company is responsible for reviewing the assessment results.
5、 Assessment indicators and standards
1. Company level performance assessment requirements
The assessment year of restricted stocks in the incentive plan is two fiscal years from 2022 to 2023, and one assessment is made in each fiscal year. During the corresponding vesting period of the incentive plan, the performance assessment of the company’s equity incentive plan for the vesting of the restricted shares granted this time is as follows:
Unit: 10000 yuan
Ownership arrangement performance evaluation indicators
Zhuo Li Han Guang cumulative net trigger value (an) target value (AM) profit (a) in the assessment year corresponding to the attribution period
The first year is 2022, and the net profit of 2022 is 48608100
The second is the net profit of 10200 and 17000 in 20222023
The annual ownership proportion (x) at the company level is calculated according to the completion of the above annual performance assessment indicators of the company, and the specific calculation method is shown in the table below:
Performance completion of assessment indicators company level ownership proportion (x)
A≥Am X＝100%
Accumulated net profit of Zhuo lihanguang
（A） Am＞A≥An X＝A/Am
A＜An X＝0
Note: 1. The above “net profit” is calculated based on the audited net profit attributable to the shareholders of Zhuo Li Han Guang, and the impact of the equity incentive cost and its income tax expense on the net profit is excluded.
2. The company level attribution proportion (x) is calculated without decimal point, and the calculation result after rounding is adopted.
During the vesting period, the company shall handle the registration of stock vesting for the incentive objects that meet the vesting conditions. If the current performance level of the company fails to meet the performance assessment target conditions in each vesting period, all the restricted stocks that can be attributed to all incentive objects in the corresponding assessment year shall be cancelled and invalidated.
2. Individual performance appraisal requirements
The individual level assessment of the incentive object shall be implemented in accordance with the relevant provisions of Zhuo lihanguang’s current salary and assessment, and the actual number of shares shall be determined according to the assessment results of the incentive object. The performance appraisal results of the incentive object are divided into five grades: A, B, C, D and E. 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 appraisal and rating table:
Individual annual performance appraisal results a b c d e
Individual annual assessment coefficient (n) 100% 90% 0
If the performance assessment of the company’s equity incentive plan in each year meets the standard, the actual number of incentive objects in the current year = individual annual assessment coefficient (n) company level attribution proportion (x) the amount of restricted shares that the individual plans to belong to in the current year. In each vesting period, if the restricted shares that the incentive object plans to vest in the current period cannot be vested or cannot be fully vested due to personal assessment, they will be invalid and cannot be deferred to future years.
6、 Assessment year and times
The assessment year of this equity incentive plan is two fiscal years from 2022 to 2023, with one assessment in each fiscal year.
7、 Assessment procedure
1. The financial department of the company shall judge whether it meets the company level performance assessment indicators in the attribution conditions according to the audited performance of each year;
2. The human resources department of the company is responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, and forms a performance assessment report on this basis and submits it to the remuneration and assessment committee of the board of directors;
3. The remuneration and appraisal committee of the board of directors shall review the appraisal results of the incentive objects according to the performance appraisal report, and the relevant related directors shall be avoided in the process of determining the ownership qualification and quantity of the incentive objects;
4. The board of directors shall confirm the number of shares belonging to the incentive object according to the incentive plan and assessment results.
8、 Assessment result management
1. Feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results. Within 5 working days after the appraisal of the remuneration and appraisal committee of the board of directors, the human resources department shall notify the appraisee of the appraisal results.
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 submit a written appeal to the remuneration and assessment committee of the board of directors within 5 working days after receiving the notice of assessment results, and the remuneration and assessment committee of the board of directors shall review and determine the final assessment results within 10 working days.
2. Correction of assessment indicators and results
After the assessment, the remuneration and assessment committee of the board of directors of the company can revise the assessment indicators and assessment results greatly affected by factors such as changes in the objective environment.
3. Filing of assessment results
After the appraisal, the human resources department of the company shall keep all appraisal records of performance appraisal. In order to ensure the effectiveness of performance incentives, performance records are not allowed to be altered. If they need to be revised or re recorded, they must be signed by the parties concerned.
The results of performance appraisal shall be filed and kept as confidential information. The remuneration and appraisal committee of the board of directors shall keep all the results of performance appraisal for at least three years.
9、 Supplementary Provisions
1. 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.
2. These measures have been reviewed and approved by the general meeting of shareholders of the company and will be implemented after the restrictive equity incentive plan takes effect in 2022.
Beijing Beetech Inc(300667) board of directors may 23, 2022
