Kunshan Kersen Science & Technology Co.Ltd(603626)
In order to further improve the corporate governance structure, improve the company’s incentive and restraint mechanism, form a good and balanced value distribution system, stimulate the enthusiasm and creativity of the management team and core employees, and ensure the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, the company plans to implement the 2022 stock option and restricted stock incentive plan (hereinafter referred to as “equity incentive plan” or “this 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 and other relevant laws, regulations and normative documents, the articles of association, the relevant provisions of the company’s stock option and restricted stock incentive plan, and in combination with the actual situation of the company, These measures are hereby formulated.
1、 Assessment purpose
The purpose of formulating these measures is to strengthen the planning of the implementation of the company’s equity incentive plan, quantify the specific objectives set by the company’s equity incentive plan, promote the scientific, standardized and institutionalized assessment management of incentive objects, and ensure the realization of various performance indicators of the company’s equity incentive plan; At the same time, guide the incentive object to improve work performance, improve work ability, objectively and fairly evaluate the performance and contribution of employees, so as to provide objective and comprehensive evaluation basis for the implementation of this incentive plan.
2、 Assessment principle
(I) adhere to the principles of fairness, impartiality and openness, and evaluate the incentive objects in strict accordance with these measures;
(II) combination of assessment indicators with the company’s medium and long-term development strategy and annual business objectives; Combine with the key work performance, work ability and work attitude of the incentive object.
3、 Assessment scope
The measures are applicable to all incentive objects determined in the incentive plan, specifically including the middle-level managers and technical backbone of the company (including subsidiaries), excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children. All incentive objects must have labor relations or employment relations with the company or its subsidiaries within the assessment period of the incentive plan.
4、 Assessment organization and executive organization
(I) the remuneration and assessment committee of the board of directors (hereinafter referred to as the “Remuneration Committee”) is responsible for the organization and implementation of this equity incentive;
(II) the company’s human resources department, finance department, internal audit department and securities affairs department form an assessment team to be responsible for the specific assessment work. The assessment working group shall be responsible for and report to the Remuneration Committee;
(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 board of directors of the company is responsible for reviewing the assessment results.
5、 Assessment indicators and standards
(I) performance assessment requirements at the company level
The assessment year for the lifting of the restriction on sales of this incentive plan is two fiscal years from 2022 to 2023, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first exercise / cancellation company meets one of the following two conditions: the operating revenue in 2022 shall not be less than RMB 5 billion in the restricted sales period; The net profit in 2022 shall not be less than 400 million yuan
The second exercise / cancellation company meets one of the following two conditions: the operating revenue in 2023 is no less than RMB 6 billion in the restricted sales period; The net profit in 2023 shall not be less than RMB 480 million
The calculation of the above “net profit” index in the assessment period is based on the net profit attributable to the shareholders of the listed company and excluding the net profit affected by the payment expenses of the incentive plan and the incentive plan (if any) implemented in the future year (i.e. the net profit attributable to the shareholders of the listed company + the share payment expenses of the incentive plan and the incentive plan (if any) implemented in the future year).
If the company’s current performance level fails to meet the performance assessment target conditions during each exercise / release period, the stock options of all incentive objects corresponding to the exercisable rights in the year of assessment shall not be exercised and shall be cancelled by the company, and the restricted shares of all incentive objects corresponding to the restricted shares that can be released in the year of assessment shall not be released, The company shall buy back and cancel according to the sum of the grant price and the interest on bank deposits in the same period.
(II) performance appraisal requirements at individual level
The individual level assessment of the incentive object shall be implemented according to the relevant systems of the company’s performance assessment. Individual performance appraisal results are divided into five grades: A, B, C, D and E.
Assessment grade a b c d e
Assessment result (s) s ≥ 80 ＞ s ≥ 70 ＞ s ≥ 60 ＞ s ≥ 50 s ＜ 50
Lifting the sales restriction system 100% 80% 60% 40% 0
number
Incentive objects can apply for exercise / release of restrictions on all / part of the rights and interests granted during the exercise / release period only if the assessment grades at the company level and individual level are above level D (including level D) in the previous year of the exercise / release period. Otherwise, the corresponding stock options / restricted shares shall be cancelled by the company. The performance appraisal grade is divided into five grades: A, B, C, D and e according to the comprehensive appraisal scoring results. The exercise / lifting of restrictions on sales corresponding to each grade is shown in the table above.
If the annual performance assessment at the company level reaches the standard, the incentive object’s individual actual exercise / lifting of sales restriction in the current year = individual exercise / lifting of sales restriction ratio × Individual planned exercise limit / release of restricted sales limit in the current year.
After assessment, the stock options / restricted shares that cannot be exercised / released by the incentive object in the current year shall be cancelled / repurchased by the company.
6、 Assessment period and times
(I) during the assessment period, the fiscal year before the exercise of stock options and the lifting of restrictions on the sale of restricted shares of incentive objects.
(II) assessment times the assessment year of this equity incentive plan is two fiscal years from 2022 to 2023, once a year.
7、 Assessment procedure
Under the guidance of the Remuneration Committee, the human resources department and other relevant departments of the company are responsible for the specific assessment work, save the assessment results, form a performance assessment report on this basis and submit it to the Remuneration Committee. The board of directors of the company is responsible for reviewing the assessment results.
8、 Assessment result management
(I) feedback and application 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 / 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 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 exercise of stock options or the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment results
1. After the assessment, the human resources department shall keep all assessment records of performance assessment. The assessment results shall be kept as confidential information.
2. In order to ensure the effectiveness of the performance record, no alteration is allowed on the performance record. If it is to be modified or re recorded, it must be signed by the party concerned.
3. The retention period of performance appraisal records is 10 years. The documents and records beyond the retention period shall be uniformly destroyed by the Remuneration Committee.
9、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures.
(II) in case of any conflict between these measures and the laws, administrative regulations and normative documents issued and implemented in the future, the provisions of the laws, administrative regulations and normative documents issued and implemented in the future shall prevail.
(III) 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 comes into force.
Kunshan Kersen Science & Technology Co.Ltd(603626) board of directors
January 21, 2022
