Sunwoda Electronic Co.Ltd(300207)
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company’s core team, and effectively combine the interests of shareholders, the company and the core team, the measures for the implementation and assessment management of restricted stock and stock option incentive plan in 2022 (hereinafter referred to as “the company”), To make all parties pay common attention to the long-term development of the company and improve the market competitiveness and sustainable development ability of the company. On the premise of fully protecting the interests of shareholders, the company plans to implement the restricted stock and stock option incentive plan in 2022 (hereinafter referred to as “the incentive plan”) in accordance with the principle of equal income and contribution.
In order to ensure the smooth implementation of the incentive plan, the 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 Sunwoda Electronic Co.Ltd(300207) articles of association and the relevant provisions of the incentive plan, 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 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
Based on the principles of openness, fairness and impartiality, the assessment and evaluation shall be conducted in strict accordance with the measures and the performance of the incentive 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 management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
The measures are applicable to all incentive objects participating in the plan, including some directors and senior managers of the company, middle-level managers and core technology (business) backbone (including holding subsidiaries) that the board of directors of the Company deems necessary to be encouraged.
All incentive objects shall have employment or labor relations with the company (including holding subsidiaries) when the company grants rights and interests and within the assessment period specified in the incentive plan.
4、 Assessment organization
1. The remuneration and assessment committee of the board of directors (hereinafter referred to as the “Remuneration and assessment committee”) is responsible for leading and reviewing the assessment of incentive objects.
2. The human resources department of the company establishes an assessment working group (hereinafter referred to as “Assessment Working Group”) to be responsible for the specific implementation of assessment. The assessment working group is responsible to the board of directors and reports relevant work to the remuneration and assessment committee.
3. 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.
4. The board of directors of the company is responsible for reviewing the assessment results.
5、 Performance evaluation indicators and standards
1. Company level performance assessment requirements
The company plans to assess the company’s performance indicators annually in the three fiscal years within the assessment period, so as to achieve the performance assessment goal as one of the ownership / exercise conditions of the incentive object in the current year. The performance assessment objectives are as follows:
(1) Performance assessment objectives at the level of the second restricted stock company
The assessment year of the incentive objects first granted with class II restricted stocks in the incentive plan is three fiscal years from 2022 to 2024, and the assessment year of the incentive objects with part reserved is two fiscal years from 2023 to 2024. The performance assessment and attribution are carried out by year, so as to meet the performance assessment objectives as the attribution conditions of the incentive objects. The annual performance assessment objectives of restricted stock companies granted for the first time are shown in the table below:
Annual assessment objectives corresponding to the attribution arrangement
The first vesting period is 2022, and the annual operating revenue in 2022 is not less than 43.2 billion yuan
The second vesting period is 2023, and the accumulated operating income from 2022 to 2023 shall not be less than 92.9 billion yuan
The third vesting period is 2024, and the cumulative operating income value in the three years from 2022 to 2024 shall not be less than 150 billion yuan
Note: “operating income” shall be subject to the consolidated statements audited by the accounting firm, the same below.
The annual performance assessment objectives of the reserved category II restricted stock companies are shown in the table below:
Annual assessment objectives corresponding to the attribution arrangement
The first vesting period is 2023, and the accumulated operating income from 2022 to 2023 is not less than 92.9 billion yuan
The second vesting period is 2024, and the cumulative operating income value in the three years from 2022 to 2024 shall not be less than 150 billion yuan
If the company fails to meet the above performance appraisal objectives, all the class II restricted shares of the incentive objects corresponding to the appraisal plan in the current year shall not be attributed and shall be invalidated by the company.
(2) Stock option company level performance assessment objectives
The assessment year of the incentive objects first granted stock options in the incentive plan is three fiscal years from 2022 to 2024, and the assessment year of the incentive objects reserved is two fiscal years from 2023 to 2024. The performance assessment and exercise are carried out annually, so as to meet the performance assessment objectives as the exercise conditions of the incentive objects.
The annual performance assessment objectives of the first granted stock options at the company level are shown in the table below:
The exercise arrangement corresponds to the annual assessment objectives
The first exercise period is 2022, and the annual operating revenue in 2022 is not less than 43.2 billion yuan
The second exercise period is 2023, and the cumulative operating income from 2022 to 2023 shall not be less than 92.9 billion yuan
The third exercise period is 2023, and the cumulative operating income in the three years from 2022 to 2024 is not less than 150 billion yuan
Note: “operating income” is subject to the consolidated statements audited by the accounting firm, the same below.
The annual performance assessment objectives of the reserved stock option company are shown in the table below:
The exercise arrangement corresponds to the annual assessment objectives
The cumulative operating income of the first exercise period from 2023 to 2022-2023 shall not be less than 92.9 billion yuan
In the second exercise period, the cumulative operating income in the three years from 2022 to 2024 shall not be less than 150 billion yuan
If the company fails to meet the above performance appraisal objectives, all stock options of all incentive objects planned to exercise in the current year shall be cancelled by the company.
2. Performance assessment requirements at individual level
(1) Performance appraisal requirements at individual level for class II restricted stocks
The performance appraisal at the individual level of the incentive object shall be implemented in accordance with the relevant internal performance appraisal systems of the company, and the actual number of shares shall be determined according to the appraisal results of the incentive object. The scores of individual assessment and evaluation results of incentive objects are divided into four grades. At that time, the actual number of shares of incentive objects will be determined according to the corresponding ownership proportion at the individual level in the following assessment and rating table:
Assessment result grade A B C D
Personal ownership ratio 100% 100% 0%
The number of class II restricted stocks actually owned by the incentive object in the current year = the number of class II restricted stocks planned to be owned by the individual in the current year × Ownership ratio at the individual level.
If the class II 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, the class II restricted shares that cannot be attributed will be invalid and cannot be deferred to the next year. (2) Performance appraisal requirements at the individual level of stock options
The performance appraisal at the individual level of the incentive object shall be implemented in accordance with the relevant internal performance appraisal systems of the company, and the actual number of shares exercised shall be determined according to the appraisal results of the incentive object. The scores of individual assessment and evaluation results of incentive objects are divided into four grades. At that time, the actual number of shares exercised by incentive objects will be determined according to the exercise proportion at the individual level in the following assessment and rating table:
Assessment result grade A B C D
Exercise proportion at individual level 100% 100% 0%
The number of stock options actually exercisable by the incentive object in the current year = the number of stock options planned to be exercised by the individual in the current year × Exercise proportion at the individual level.
The stock options of the incentive object that cannot be exercised or cannot be fully exercised in the current period shall be cancelled by the company and cannot be deferred to the next year.
6、 Assessment period and times
1. Assessment period
The assessment year of the incentive plan is the fiscal year before the vesting of class II restricted shares and the exercise of stock options of the incentive object in each period.
2. Assessment times
The assessment year of stock options and restricted stocks granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and one assessment is made in each fiscal year; The assessment year of stock options and restricted stocks reserved for grant is two fiscal years from 2023 to 2024, one assessment in each fiscal year.
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 and application of assessment results
1. The examinee has the right to know his own assessment results, and the salary and assessment committee shall notify the examinee of the assessment results within five working days after the end of the assessment;
2. If the examinee has any objection to the assessment results, he can appeal to the remuneration and assessment committee of the board of directors within five working days after receiving the assessment results, and the remuneration and assessment committee can review the assessment results according to the actual situation and determine the final assessment results;
3. The assessment results shall be used as the basis for the ownership of class II restricted stocks and the exercise of stock options.
9、 Filing of assessment results
1. After the assessment, the Securities Department of the company 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 parties concerned.
3. The results of performance appraisal shall be archived and kept as confidential information, and the office of the board of directors shall be responsible for unified destruction three years after the end of the plan.
10、 Supplementary Provisions
1. These Measures shall be formulated, interpreted and revised by the board of directors. 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 deliberated and approved by the general meeting of shareholders of the company and will be implemented after the equity incentive plan takes effect.
Sunwoda Electronic Co.Ltd(300207) board of directors January 20, 2022
