Suzhou Gyz Electronic Technology Co.Ltd(688260)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
Suzhou Gyz Electronic Technology Co.Ltd(688260) (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, and enable all parties to 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 “equity incentive plan” or “restricted stock incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan, in accordance with the measures for the administration of equity incentive of listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the articles of association In accordance with the relevant provisions of the company’s restricted stock incentive plan and in combination with the actual situation of the company, the management measures for the implementation and assessment of Suzhou Gyz Electronic Technology Co.Ltd(688260) 2022 restricted stock incentive plan (hereinafter referred to as “the measures”) is hereby formulated.
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 company’s 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 the performance of the assessment objects in strict accordance with these measures, so as to realize the close combination of the equity incentive plan and 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 nomination, remuneration and assessment committee and reviewed and approved by the board of directors, Including the management backbone and technical backbone of the company (including subordinate branches and holding subsidiaries, the same below) (excluding independent directors, supervisors, shareholders individually or jointly holding more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children).
Among the above incentive objects, all incentive objects must have employment or labor relations with the company or its subordinate branches and holding subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan. 4、 Assessment organization
(I) the nomination, remuneration and assessment committee of the board of directors is responsible for leading and organizing the assessment of incentive objects. (II) the human resources department of the company is responsible for the specific implementation of the assessment. The human resources department is responsible for and reports to the nomination, remuneration and assessment committee of the board of directors.
(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 the examination and approval of these measures and the examination results.
5、 Assessment indicators and standards
(I) meet the performance assessment requirements at the company level
The assessment year of the restricted shares granted for the first time is four fiscal years from 2023 to 2026. The performance assessment is conducted and attributed by year, and the operating income value of each assessment year is assessed. The annual performance assessment objectives of some restricted shares granted for the first time 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 700 million yuan;
In the second vesting period, the operating revenue in 2024 shall not be less than 900 million yuan;
In the third vesting period, the operating income in 2025 shall not be less than 1.15 billion yuan;
In the fourth attribution period, the operating revenue in 2026 shall not be less than 1.5 billion yuan.
Note: the above “operating income” is calculated based on the data contained in the consolidated statements audited by the accounting firm hired by the company.
The assessment of each vesting period of restricted shares reserved for grant is consistent with that of the first grant.
If the performance at the company level fails to meet the performance assessment objectives, the restricted shares to which the incentive object plans to belong in the current period shall be invalid.
(II) meet the performance appraisal requirements of the incentive object at the individual level
The individual level performance appraisal of all incentive objects 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 incentive objects. The performance appraisal results of the incentive object are divided into three grades: a (excellent), B (qualified) and C (unqualified). 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 rating table:
Assessment result a (excellent) B (qualified) C (unqualified)
Ownership ratio at individual level: 100% 70% 0%
If the performance assessment indicators at the company level meet the standards, 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 future years.
6、 Assessment period and times
(I) assessment period
The previous fiscal year corresponding to each attribution period of company level performance appraisal and individual level performance appraisal.
(II) assessment times
Implement annual assessment, and organize comprehensive assessment and evaluation once every assessment year. The company level performance assessment and individual level performance assessment shall be conducted once every assessment year.
7、 Assessment procedure
Under the guidance of the nomination, 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 nomination, 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 assessment results. The nomination, salary and assessment committee shall notify the appraisee of the assessment results within 5 working days after the assessment.
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 nomination, remuneration and assessment committee, which shall review and determine the final assessment results within 10 working days.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and kept by the human resources department as confidential information, and the retention period of performance assessment records shall be 5 years. The documents and records exceeding the retention period shall be uniformly destroyed by the human resources department after being approved by the nomination, salary and assessment committee.
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 comes into force. Suzhou Gyz Electronic Technology Co.Ltd(688260) board of directors January 21, 2022
