Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the restricted stock incentive plan of Jolywood (Suzhou) Sunwatt Co.Ltd(300393) (hereinafter referred to as “the company”) in 2022, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the directors, senior managers, middle managers and core technical (business) personnel of the company 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, 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 the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) The provisions of laws, regulations and normative documents such as the guidelines for self discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, and the articles of association and the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), The administrative measures for the implementation and assessment of the restricted stock incentive plan in 2022 (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 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 the measures and the performance of the assessment object, so as to realize the close combination of the incentive plan with the work performance and contribution of the incentive object, so as to improve the management performance and maximize the interests of the company and all shareholders.
3、 Assessment scope
These measures are applicable to all incentive objects determined in the incentive plan, including directors, senior managers, middle managers and core technical (business) personnel who hold positions in the company (including branches and holding subsidiaries, the same below) when announcing the incentive plan.
4、 Assessment organization
(I) the remuneration and assessment committee of the board of directors is responsible for leading and reviewing 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 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 reviewing the assessment results.
5、 Performance evaluation indicators and standards
(I) company level performance assessment
The assessment year for the ownership of restricted shares granted for the first time is three fiscal years from 2022 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in the attribution period
In the first vesting period, the operating revenue of the company in 2022 shall not be less than 11.5 billion yuan
In the second vesting period, the accumulated operating revenue of the company from 2022 to 2023 shall not be less than 28 billion yuan
In the third vesting period, the accumulated operating revenue of the company from 2022 to 2024 shall not be less than 50 billion yuan
If the reserved part is awarded in 2022, the performance evaluation of the reserved part is consistent with that of the first grant. If the reserved part is awarded in 2023, the performance evaluation objectives of the reserved part are as follows:
Performance assessment objectives in the attribution period
In the first vesting period, the accumulated operating revenue of the company from 2022 to 2023 shall not be less than 28 billion
In the second vesting period, the accumulated operating revenue of the company from 2022 to 2024 shall not be less than 50 billion yuan
According to the completion of the performance assessment objectives of the corresponding assessment year in the attribution period (the actual achievement rate of operating revenue r = the actual completion value / performance assessment target value), the company determines the standard coefficient of all incentive objects according to the following table to determine the number of restricted shares that can be attributed in the current period:
Performance completion R ≥ 100% > R ≥ 90% > R ≥ 80% R < 80%
Standard coefficient 1.0 0.9 0.8 0
Actual attributable quota of each period = planned attributable quota of each period × Standard coefficient
If the actual achievement rate r of the company’s current operating income does not reach 80% in each vesting period, the restricted shares of all incentive objects that cannot be vested in the current period shall not be vested or deferred to the next vesting period, and shall be invalid. (II) performance appraisal requirements at individual level
The individual level performance appraisal of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and appraisal.
The assessment results are excellent, good and qualified, and the unqualified shall be improved
Ownership ratio 100% 0%
6、 Application of assessment results
(I) if the actual achievement rate r of the company’s current operating income does not reach 80% in each vesting period, the restricted shares of all incentive objects that cannot be vested in the current period shall not be vested or deferred to the next vesting period, and shall be invalid.
(II) if the performance appraisal at the company level reaches the performance appraisal target in the current year, the actual number of restricted shares of the incentive object in the current year = the planned ownership limit of the individual in the current year × Ownership ratio.
If the restricted shares of all incentive objects that are planned to be vested in the current period cannot be vested or cannot be fully vested due to assessment reasons, they will be invalid and cannot be deferred to future years.
7、 Assessment period and times
(I) assessment period
The fiscal year before the incentive object applies for ownership.
(II) assessment times
The appraisal year of restricted shares granted in the incentive plan is three fiscal years from 2022 to 2024, and the appraisal is conducted once a year.
8、 Assessment procedure
Under the guidance of the 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 remuneration and appraisal committee of the board of directors.
9、 Assessment result management
(I) feedback and appeal of assessment results
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.
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.
(II) filing of assessment results
After the assessment, the assessment results shall be archived and saved as confidential data.
10、 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 takes effect. Jolywood (Suzhou) Sunwatt Co.Ltd(300393) board of directors
January 26, 2022
