Qiaoyin City Management Co.Ltd(002973)
Management measures for assessment of stock option incentive plan in 2022
Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as "the company") in order to improve the long-term incentive and restraint mechanism, fully mobilize the enthusiasm of employees, attract and retain excellent talents, effectively combine the interests of shareholders, the company and employees, and promote the long-term, stable and healthy development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, Formulate and plan to implement the 2022 stock option incentive plan (hereinafter referred to as "the incentive plan").
In order to ensure the smooth implementation of the incentive plan, the company, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies, the articles of association, the 2022 stock option incentive plan (Draft) and its abstract and other relevant provisions, and in combination with the actual situation, Formulate the administrative measures for the assessment of 2022 stock option incentive plan (hereinafter referred to as "the measures").
1、 Assessment purpose
Ensure the smooth implementation of the incentive plan, improve the long-term incentive and restraint mechanism, and promote the realization of the company's development strategy and business objectives.
2、 Assessment principle
The assessment and evaluation work shall adhere to the principles of fairness, openness and fairness, and be implemented in strict accordance with the measures, so as to improve the tightness of the assessment system of the incentive plan and the work performance of the incentive object, so as to achieve good incentive and restraint effects.
3、 Assessment object
These measures are applicable to the incentive objects determined in the incentive plan, including the directors and senior managers of the company, as well as other personnel that the board of Directors considers should be encouraged (excluding the independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children).
4、 Assessment organization
The assessment and evaluation of incentive objects shall be led and organized by the remuneration and assessment committee of the board of directors of the company, and the board of directors of the company shall be responsible for the review of the final assessment results.
5、 Assessment standard
(I) company level performance assessment
The corresponding assessment year for the exercise of stock options granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once in each fiscal year. The performance assessment objectives at the company level are shown in the table below:
Performance appraisal objectives of exercise arrangement
The first exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2022 shall not be less than 30%
The second exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 65%
The third exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 shall not be less than 100%
If the stock options reserved for grant in the incentive plan are granted in 2022, the performance assessment objectives of the assessment year and the company level corresponding to the exercise of the reserved granted stock options are consistent with the performance assessment objectives of the assessment year and the company level corresponding to the exercise of the first granted stock options.
If the stock option reserved for grant in this incentive plan is granted in 2023, the corresponding assessment year for the exercise of the stock option reserved for grant is two fiscal years from 2023 to 2024, and the assessment is conducted once in each fiscal year. The performance assessment objectives at the company level are shown in the table below:
Performance appraisal objectives of exercise arrangement
The first exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 65%
The second exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 shall not be less than 100%
Note 1: the above indicators of "operating revenue" and "operating revenue growth rate" are calculated based on the data contained in the audited consolidated financial statements of the company. Note 2: the above company level performance assessment objectives do not constitute the company's performance prediction and substantive commitment to investors.
During each exercise period, if the company fails to meet the above performance assessment objectives, all incentive objects shall not exercise the stock options granted in the corresponding period and shall be cancelled by the company.
(II) individual level performance appraisal
The performance appraisal of the incentive object shall be carried out in accordance with the relevant provisions of the company's current salary and performance appraisal. The performance appraisal results of the incentive object are divided into five grades: "s (excellent)", "a (excellent)", "B (general)", "C (to be improved)" and "d (poor)". During each exercise period, the actual number of stock options exercisable by the incentive object in the current period is determined according to the corresponding performance appraisal results, as shown in the following table:
Performance appraisal grade s (excellent) a (excellent) B (average) C (to be improved) d (poor)
Proportion of exercisable rights 100% 0%
In each exercise period, if the company meets the corresponding performance assessment objectives, the actual number of stock options that can be exercised by the incentive object in the current period = the number of stock options that the individual plans to exercise in the current period × The proportion of exercisable rights, and the stock options that cannot be exercised in the due period shall be cancelled by the company.
6、 Assessment result management
The incentive object has the right to know its personal performance appraisal results, and the salary and appraisal committee of the board of directors of the company shall notify the incentive object of the appraisal results within 5 working days after the completion of the appraisal.
If the incentive object has any objection to his / her personal performance appraisal results, he / she can appeal to the remuneration and appraisal committee of the board of directors of the company. The remuneration and appraisal committee of the board of directors of the company shall carry out review work within 10 working days from the date of receiving the incentive object's appeal, determine the final appraisal results, and the appraisal records shall be filed and kept by the company.
During each exercise period, the company will handle the stock option exercise / cancellation procedures based on the performance evaluation of the incentive object.
7、 Supplementary Provisions
(I) the board of directors of the company shall be responsible for the interpretation of these measures. If the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the incentive plan (Draft), they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the incentive plan (Draft). If there is no explicit provision in these measures, it shall be implemented in accordance with the provisions of relevant national laws, administrative regulations, normative documents and this incentive plan (Draft).
(II) these measures have been deliberated and approved by the general meeting of shareholders of the company and come into force after the formal implementation of the incentive plan. Qiaoyin City Management Co.Ltd(002973) board of directors
January 26, 2022
