Shanghai Sk Automation Technology Co.Ltd(688155)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”) in order to further establish and 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 core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, According to the principle of equal income and contribution, the company plans to implement the restricted stock incentive plan in 2022 (hereinafter referred to as the “equity 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 science and Innovation Board of Shanghai Stock Exchange, the Business Guide for information disclosure of companies listed on science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws Regulations, normative documents, relevant provisions of the articles of association and the company’s equity incentive plan, and in combination with the actual situation of the company, the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 (hereinafter referred to as the “measures”) are formulated.
1、 Assessment purpose
Further improve the corporate governance structure, establish and improve the incentive and restraint mechanism of the company, attract and retain excellent talents, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company’s employees, ensure the smooth implementation of the 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 equity 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
The measures are applicable to all incentive objects participating in the company’s equity incentive plan, including directors, senior managers, business backbone and other personnel deemed necessary by the board of directors. The incentive object reserved for granting some restricted shares shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the express opinions of independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object on the designated website as required.
The above incentive objects do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children. All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the equity incentive plan.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and organizing the assessment of incentive objects.
(II) the general management department of the company is responsible for the specific implementation of the assessment. The general management department is responsible for and reports to the remuneration and assessment committee of the board of directors.
(III) the company’s general management department, 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.
(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) requirements for tenure of ownership rights and interests of incentive objects
Before the incentive object belongs to each batch of restricted shares granted, it must meet the term of office of more than 12 months. (II) company level performance assessment
The incentive plan will assess the company’s financial performance indicators in two fiscal years of 2022 and 2023, once every fiscal year, so as to meet the company’s financial performance assessment objectives as the attribution conditions of the incentive object in the corresponding year.
The annual performance assessment objectives of the restricted shares granted for the first time are as follows:
Annual performance appraisal objectives corresponding to the ownership arrangement
The first vesting period in 2022 is based on the operating revenue or net profit in 2021, and the growth rate of operating revenue or net profit in 2022 is not less than 50%
Based on the operating revenue or net profit in 2021, the revenue growth rate in the second attribution period of 2023 shall not be less than 100% or the net profit growth rate shall not be less than 100%
For the reserved restricted shares, if the reserved shares are granted in 2022, the performance evaluation objectives are consistent with those granted for the first time; If the reserved part is granted in 2023, the performance assessment objectives of each year are as follows:
Annual performance appraisal objectives corresponding to the ownership arrangement
Based on the operating revenue or net profit in 2021, the revenue growth rate in 2023 in the first attribution period of operation in 2023 shall not be less than 100% or the net profit growth rate shall not be less than 100%
Based on the operating revenue or net profit in 2021, the revenue growth rate in the second attribution period of 2024 shall not be less than 200% or the net profit growth rate shall not be less than 200%
If the company fails to meet the above performance appraisal objectives, all restricted shares of all incentive objects planned to belong in the current year will be cancelled and invalid.
(III) performance evaluation at the individual level of incentive objects
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individual employees, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The individual level performance appraisal of the incentive object shall be organized and implemented in accordance with the current relevant provisions of the company, and the actual number of shares shall be determined according to the appraisal results of the incentive object. The annual performance appraisal results of the incentive object are divided into four grades: A, B, C and D. at that time, the actual number of shares of the incentive object shall be determined according to the corresponding ownership proportion at the individual level in the following appraisal and rating table:
Performance assessment rating a B C D
Ownership ratio at individual level: 100% 75% 50% 0%
The number of restricted shares actually owned by the incentive object in the current year = the number of individual planned ownership in the current year × Personal ownership ratio.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they shall be invalid and shall not be deferred to the next year.
6、 Assessment period and times
The assessment period for the first grant of some restricted shares in this incentive plan is two fiscal years: 2022 and 2023; If the reserved restricted shares are granted in 2022, the assessment period will be two fiscal years of 2022 and 2023. If the restricted shares are granted in 2023, the assessment period will be two fiscal years of 2023 and 2024. The performance appraisal at the company level and individual level shall be conducted once every fiscal year.
7、 Assessment procedure
Under the guidance of the remuneration and appraisal committee of the board of directors, the general management 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. 8、 Assessment result management
(I) feedback and appeal of assessment results
The appraisee has the right to know his own appraisal results, and the comprehensive management department shall notify the appraisee of the appraisal results within 7 working days after the appraisal is completed.
If the appraisee has any objection to his / her assessment results, he / she can communicate with the general management department for settlement. If it cannot be solved through communication, the assessed object can appeal to the remuneration and assessment committee of the board of directors. The remuneration and assessment committee of the board of directors shall review and determine the final assessment result within 10 working days.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the general management department as confidential information, and the retention period of performance assessment records shall be 5 years.
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 equity incentive plan takes effect.
Shanghai Sk Automation Technology Co.Ltd(688155) board of directors January 19, 2022
