Changying Xinzhi Technology Co.Ltd(002664)
Management measures for the assessment of the implementation of stock option incentive plan in 2022
In order to ensure the smooth progress of the equity incentive plan of Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company”), further improve the corporate governance structure, form a good and balanced value distribution system, encourage the directors, middle and senior managers and core technology (business) backbone of the company (including consolidated statement subsidiaries) to work honestly and diligently, and ensure the steady improvement of the company’s performance, To ensure the realization of the company’s development strategy and business objectives, these measures are formulated in accordance with relevant national regulations and 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
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 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 object
These measures are applicable to all incentive objects participating in the company’s stock option incentive plan.
4、 Assessment organization
1. 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.
2. The company’s human resources center, financial center and audit and supervision department form an assessment team to be responsible for the specific assessment work. The assessment working group is responsible for and reports to the Remuneration Committee.
3. The human resources center, financial center 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 stock options granted by this incentive plan will be assessed once in three fiscal years from 2022 to 2024. Taking 2021 as the performance base, the net profit growth rate attributable to the shareholders of the listed company after deducting non recurring profits and losses of the fixed performance base in each assessment year is assessed. The exercise batch and exercise proportion corresponding to the assessment objectives of each year are arranged as follows:
Performance assessment objectives during the exercise period
The first vesting period is based on the performance in 2021, and the net profit growth rate in 2022 shall not be less than 10%
The second vesting period is based on the performance in 2021, and the net profit growth rate in 2023 shall not be less than 20%
The third vesting period is based on the performance in 2021, and the net profit growth rate in 2024 shall not be less than 30%
Note: the above “net profit” is subject to the consolidated statement audited by the accounting firm. “Net profit” refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the data of share based payment expenses generated by all equity incentive plans and employee stock ownership plans within the validity period of the company and its subsidiaries are excluded as the calculation basis.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be cancelled by the company.
2. Performance appraisal requirements at individual level
The individual level performance evaluation of incentive objects shall be organized and implemented in accordance with the management measures for the implementation and evaluation of 2022 stock option incentive plan formulated by the company and the relevant provisions of the company’s current salary and evaluation. The human resources center will be responsible for scoring the comprehensive evaluation of the incentive object in each evaluation year. The salary committee is responsible for reviewing the implementation process and results of the company’s performance evaluation, and determining the exercise proportion of the incentive object according to the review results. The performance evaluation results of incentive objects are divided into four grades: excellent (a), good (b), qualified (c) and unqualified (d). Among them, a / B / C is the assessment qualified file, D is the assessment unqualified file, and the incentive object can exercise the right only after the individual performance assessment is “qualified”. The corresponding standard coefficients of each evaluation result are as follows:
Evaluation result s ≥ 90 > s ≥ 80 > s ≥ 60 s < 60
Evaluation criteria a (excellent) B (good) C (qualified) d (unqualified)
Standard coefficient 100% 100% 80% 0%
Only on the premise that the performance appraisal of the previous year is qualified, the incentive object can apply for the corresponding proportion of stock options in the current period according to the provisions of the incentive plan. The actual exercise amount of the incentive object in the current year = the planned exercise amount of the individual in the current year * the standard coefficient at the individual level.
If the individual performance evaluation result is C (qualified) or above, the incentive object shall exercise the right according to the proportion specified in the incentive plan. On the contrary, if the individual performance evaluation result is d (unqualified), the current exercisable share of the stock option granted to the incentive object shall be cancelled by the company.
6、 Assessment period and times
1. Assessment period
The fiscal year before the incentive object is granted stock option exercise.
2. Assessment times
The incentive plan shall be exercised once a year during the exercise period of stock options.
7、 Exercise of power
1. The remuneration and appraisal committee of the board of directors shall determine the exercise qualification and exercise quantity of incentive objects according to the performance appraisal report.
2. The performance appraisal results shall be used as the basis for the exercise of stock options.
8、 Assessment procedure
Under the guidance of the Remuneration Committee, the human resources center 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 the review of the assessment results.
9、 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 HR Center 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.
10、 Filing of assessment results
1. After the appraisal, the HR Center shall keep all appraisal records of performance appraisal. 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 of the board of directors of the company.
11、 Supplementary Provisions
1. These measures are drafted by the Remuneration Committee and interpreted and revised by the board of directors.
2. 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. If there is no explicit provision in these measures, it shall be implemented in accordance with relevant national laws, administrative regulations, normative documents and this equity incentive plan. 3. These Measures shall be implemented from the date of deliberation and approval by the general meeting of shareholders and after the equity incentive plan takes effect.
Changying Xinzhi Technology Co.Ltd(002664) January 25, 2022
