Shanghai Guao Electronic Technology Co.Ltd(300551)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as “the company”) in order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, form a good and balanced value distribution system, attract and retain excellent talents, expand the coverage of incentive objects, strengthen the incentive effect, promote the long-term stable development of the company and ensure the realization of long-term development strategy and business objectives, The company plans to implement the restricted stock incentive plan in 2022 (hereinafter referred to as “restricted stock incentive plan” or “incentive plan”).
In order to ensure the smooth promotion and orderly implementation of the restricted stock incentive plan in 2022, 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 the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) These measures are formulated in accordance with the relevant laws, administrative regulations, normative documents, articles of association, restricted stock incentive plan and the actual situation of the company.
1、 Assessment purpose
Further improve the company’s modern corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, ensure the smooth implementation of the company’s restricted stock 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 long-term 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 these measures and the performance of the assessment objects, so as to realize the close combination of the restricted stock incentive plan with the work performance and contribution of the incentive objects, so as to improve the overall performance scale 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 salary and assessment committee and reviewed and approved by the board of directors.
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 company’s human resources department, financial management department and other relevant departments are responsible for the specific assessment work under the guidance of the remuneration and assessment committee of the board of directors, save the assessment results, form a performance assessment report on this basis and submit it to the remuneration and assessment committee of the board of directors.
(III) the board of directors of the company is responsible for the final review of the assessment results.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year for the first granting of restricted shares is three fiscal years from 2022 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in attribution period
In the first vesting period, the operating revenue in 2022 shall not be less than 600 million yuan.
In the second vesting period, the operating revenue in 2023 shall not be less than 790 million yuan.
In the third vesting period, the operating revenue in 2024 shall not be less than RMB 1.068 billion.
Note: the above “operating income” is calculated based on the data of the company’s audited consolidated financial statements.
If the reserved part is granted before the disclosure of the company’s third quarter report in 2022, the performance evaluation of the reserved part is consistent with the first grant; If the reserved part is granted after the disclosure of the company’s third quarter report in 2022, the performance assessment year of the reserved part is three fiscal years from 2023 to 2025, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in attribution period
In the first vesting period, the operating revenue in 2023 shall not be less than 790 million yuan.
In the second vesting period, the operating revenue in 2024 shall not be less than 1.068 billion yuan.
In the third vesting period, the operating income in 2025 shall not be less than 1.28 billion yuan.
Note: the above “operating income” is calculated based on the data of the company’s audited consolidated financial statements.
If the company fails to meet the above performance assessment objectives, the restricted shares of all incentive objects planned to be vested in the current year shall not be vested or deferred to the next period, and shall become invalid.
(II) performance appraisal requirements at individual level
The individual level performance appraisal of all incentive objects is divided into four grades: excellent, good, qualified and unqualified according to the appraisal methods formulated by the company. At that time, the actual number of shares of incentive objects will be determined according to the corresponding individual level ownership proportion in the following appraisal rating table:
Assessment results a – excellent B – good C – qualified D – unqualified
Personal ownership ratio 100% 100% 60% 0
If the company level performance assessment meets the standard, the actual ownership amount of the incentive object in the current year = the planned ownership amount of the individual in the current year × Ownership ratio at the individual level.
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 future years.
If the company / company’s shares change due to economic situation, market conditions and other factors, and it is difficult to continue to implement the incentive plan to achieve the incentive purpose, 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
1. Assessment period
The incentive object is in the previous fiscal year corresponding to each attribution period.
2. Assessment times
Once a year during the implementation of the incentive plan.
7、 Assessment procedure
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. 8、 Feedback of assessment results
The appraisee has the right to know his own appraisal results, and the salary appraisal committee of the board of directors shall notify the appraisee of the appraisal results within 5 working days after the appraisal.
If the appraisee has any objection to his / her appraisal results, he / she can communicate with the human resources 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 its assessment results within 10 working days and determine the final assessment results or grade according to the review results.
The assessed object shall not have any objection to the final assessment result or grade determined after review by the remuneration and assessment committee of the board of directors.
The assessment results shall be used as the basis for the ownership of restricted stocks.
9、 Management of assessment results
1. After the appraisal, the human resources department shall keep all appraisal records of performance appraisal.
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 parties concerned.
3. After the assessment, the assessment results shall be archived and saved as confidential data. The remuneration and appraisal committee of the board of directors shall keep all appraisal records of performance appraisal for at least five years. The human resources department shall be responsible for the unified destruction of performance appraisal records, audit records and other relevant materials beyond the retention period after being approved by the remuneration and appraisal committee of the board of directors.
10、 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. Matters not explicitly stipulated in these Measures shall be implemented in accordance with the provisions of relevant laws, administrative regulations, rules, normative documents and incentive plans.
(II) these measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the restricted stock incentive plan takes effect in 2022.
Shanghai Guao Electronic Technology Co.Ltd(300551) board of directors
January 19, 2022
