Measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2020
Three’S Company Media Group Co.Ltd(605168)
In order to further improve the corporate governance structure of the company, improve the incentive and restraint mechanism of the company, form a good and balanced value distribution system, and fully mobilize the enthusiasm of the company’s directors, senior managers and core backbone personnel (including subordinate subsidiaries), Make it work more honestly and diligently, effectively combine the interests of shareholders, the company and the personal interests of the core team, and ensure the realization of the company’s development strategy and business objectives. The company plans to implement the 2020 restricted stock incentive plan (hereinafter referred to as “equity incentive plan” or “restricted stock incentive plan”).
In order to ensure the smooth implementation of the equity incentive plan, these 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 relevant provisions of the articles of association and the company’s restricted stock 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 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, including directors, senior managers and other core backbone personnel (including subsidiaries).
4、 Assessment organization
Measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2020
(I) the board of directors of the company is responsible for formulating and revising these measures, and authorizes the salary and assessment committee to be responsible for the review and assessment. The salary and assessment committee is responsible for leading, organizing and implementing the assessment of incentive objects, and reviewing and confirming the assessment results.
(II) the human resources department of the company and its subsidiaries is responsible for the specific implementation of the assessment. The human resources department is responsible for and reports to the remuneration and assessment committee of the board of directors.
(III) the company’s human resources department, financial department and other relevant departments 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.
5、 Assessment indicators and standards
Whether the rights and interests granted to the incentive object can be lifted will be determined jointly according to the assessment results of the company and the incentive object.
(I) performance assessment requirements at the company level
(1) Performance assessment objectives for the first grant of restricted shares
The assessment year for the release of restricted shares granted for the first time in the incentive plan is three fiscal years from 2020 to 2022, 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 net profit of the company in 2020 during the first period of lifting the sales restriction shall not be less than 350 million yuan
In the second lifting period, the net profit of the company in 2021 will not be less than 500 million yuan
In the third period of lifting the restrictions on sales, the net profit of the company in 2022 will not be less than 730 million yuan
Note: the above “net profit” indicators are based on the net profit attributable to the shareholders of the listed company, excluding the impact of share based payment fees of this and other equity incentive plans.
(2) Set aside performance assessment targets for some restricted stocks
If the assessment year of some restricted stocks reserved by the company is the same as that of the first granting of restricted stocks, the performance assessment objectives of each year are the same as those of the first granting of restricted stocks; If the assessment year is different from that of the first granting of restricted shares, it will be decided separately by the board of directors.
During the period of lifting the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction; If the restricted shares cannot be lifted due to the company’s failure to meet the above performance assessment objectives, the company will repurchase the restricted shares and cancel them in accordance with the provisions of this incentive plan.
Measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2020
(II) performance appraisal requirements at individual level
The individual level assessment of incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and assessment. The assessment results shall be reviewed and confirmed by the salary and assessment committee of the board of directors. The proportion of sales restriction lifted at the individual level (n) shall be determined according to the assessment results in the following table:
Personal assessment result of last year B or above C D
Proportion of individual lifting restrictions (n) 100% 60% 0%
If the annual performance assessment at the company level meets the standard, the actual sales restriction amount of the incentive object in the current year = the sales restriction amount that can be lifted in the current year × Proportion of sales restrictions lifted at the individual level (n).
Restricted shares that cannot be lifted in the year of assessment of incentive objects shall be repurchased and cancelled by the company.
6、 Assessment procedure
Under the guidance of the salary and appraisal committee, 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 salary and appraisal committee. The board of directors of the company is responsible for reviewing the appraisal results.
7、 Assessment period and times
(I) assessment period
The fiscal year prior to the lifting of restrictions on the sale of restricted shares in each period of incentive objects.
(II) assessment times
The assessment year of the incentive plan is three fiscal years from 2020 to 2022, which is assessed once a year.
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 assessment results, he can communicate with the human resources department for settlement. If it cannot be solved through communication, the assessed object can appeal to the salary and assessment committee, which shall review and determine the final assessment result or grade within 10 working days.
Measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2020
3. The assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
(II) filing of assessment records
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 and assessment committee of the board of directors of the company.
9、 Supplementary Provisions
(I) the board of directors is responsible for formulating, interpreting and revising these measures.
(II) if the relevant provisions in these measures conflict with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan, they shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the draft equity incentive plan. 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.
(III) 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. Three’S Company Media Group Co.Ltd(605168) board of directors January 25, 2022
