Recently, SACA Precision Manufacturing Co., Ltd. launched the incentive grantees list of the 2020 restricted stock incentive plan. As the following list shows, SACA Precision Manufacturing Co., Ltd. will issue an accumulative total of 14.57 million stocks to the Vice General Manager, 5 core technical staff and another 45 employees of ZEBAO Group.
According to the latest data on August 20, 2020, the stock price of SACA is RMB 23.51, and the total price may exceed RMB 340 million. For the current CSI Index, the market value of SACA is estimated to exceed RMB 8 billion.
In order to further establish and perfect the Company's long-term incentive and restraint mechanism, attract and keep the excellent talents of ZEBAO Group, an equity holding subsidiary of SACA, fully mobilize their enthusiasm and creativity, enhance the cohesion of the core team and core competitiveness of the Company, and effectively combine the interests of the shareholders, the Company and ZEBAO Group to make all parties pay attention to the long-term development of the Company, and ensure the realization of the Company's development strategy and business objectives, Guangdong SACA Precision Manufacturing Co., Ltd. ('Company') established a 2020 SACA Restricted Stock Draft Incentive Plan ('the Stock Incentive Plan', the Incentive Plan') based on the premise of fully protecting shareholders' interests in accordance with the principle of equal benefits and contributions.
To ensure the successful implementation of the Incentive Plan, measures have been developed in accordance with the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Equity Incentives of Listed Companies, and other relevant laws and administrative regulations, normative documents and the relevant regulations of Articles of Incorporation and combined with the actual situation of the Company.
Article 1 Objective of Evaluation
The purpose of formulating these measures is to strengthen the implementation of the Company's Incentive Plan, quantify the incentive goal set by the Company's Incentive Plan, promote the scientific, standardized and institutionalized assessment management of incentive grantees and ensure the realization of the performance index of the Company's Incentive Plan; at the same time, guide the incentive grantees to improve work performance, improve work ability, objectively and fairly evaluate the performance and contribution of employees and to provide an objective and comprehensive evaluation basis for the implementation of the Incentive Plan.
Article 2 Principles of Evaluation
(1)Adhere to the principles of fairness, impartiality and openness, and assess and evaluate the incentive grantees in strict accordance with the measures.
(2)The assessment indicators are combined with the Company's medium and long-term development strategy and annual business objectives. Combined with the working performance, working ability and working attitude of the incentive grantees.
Article 3 Scope of Evaluation
The measures are applicable to all the incentive grantees of the incentive plan, including the in-service senior executives of the Company, senior executives of ZEBAO Group, in-service core executives, technical staff and business staff of ZEBAO Group. The Company's independent director, supervisor, shareholder or actual controller that solely or aggregately holds 5% or more shares of the Company, and their spouse, parents, or children, and employees of foreign nationality shall not be incentive grantees. Among the above incentive grantees, the Company's senior management personnel must be elected by the Company's shareholders meeting or appointed by the Company's board of directors. All incentive grantees must sign labor contracts or employment contracts or retirement reemployment agreements with the Company or subsidiaries during the evaluation period of this incentive plan.
Article 4 Organizations of Evaluation and Execution
(1)The Remuneration & Assessment Committee of the Board of Directors ('the Remuneration & Assessment Committee') is responsible for leading and reviewing the evaluation of the incentive grantees.
(2)The Financial Department, Audit Department and Legal Department of the Company and ZEBAO Group is responsible for specific evaluation. The Human Resources Department of the Company and ZEBAO Group is responsible for reporting to the Remuneration & Assessment Committee.
(3)The Financial Department, Audit Department, Legal Department and the relevant departments of the Company and ZEBAO Group are responsible for collecting and providing the evaluation data and ensuring its reality and reliability.
(4)The Board of Directors is responsible for reviewing the evaluation results.
Article 5 Index and Criterion of Performance Evaluation
Whether the equity shares granted to the incentive grantees belong will be determined jointly based on the assessment results of ZEBAO Group and incentive grantees.
(1)Evaluation Requirements of Business Performance of ZEBAO Group:
The Incentive Plan is for SACA to yearly evaluate the business performance index of ZEBAO Group during 2020 to 2022 fiscal year and to achieve the performance evaluation goals as one of the conditions of the incentive grantees in the current year.The Incentive Plan's evaluation goal of the business performance and the vesting ratio are shown in the following table:
During the vesting period, the Company will register the stock for incentive grantees that meet the vesting conditions. During the respective vesting period, if the business performance of ZEBAO Group in the current period fails to meet the evaluation goal, the whole vested restricted stock of all incentive grantees will be cancelled and invalidated.
(2) Evaluation Requirements of the Personal Performance of Incentive Grantees:
The evaluation of personal performance of incentive grantees is operated in accordance with the relevant regulations of the Company's internal performance evaluation. The personal evaluation results of the incentive grantees are classified as A, B, C and D. The corresponding vesting conditions are as follows:
On the premise that the completion degree (A) of ZEBAO Group evaluation goal reaches 80% (including), the actual number of restricted stock that the incentive grantees vested in the current year = the number of individuals planned to vest in the current year × the vesting proportion of company level × the coefficient of individual level vesting.
If the restricted stock planned to be vested by the incentive grantees in the current plan cannot be vested due to evaluation reasons, it shall become invalid and shall not be deferred to the next year.
Article 6 Evaluation Procedure
The Company and its holding subsidiary ZEBAO Group's Remuneration & Assessment Committee, Financial Department, Audit Department and Legal Department are responsible for specific evaluation, keeping the evaluation results and forming the performance evaluation report on this basis and submitting it to the Remuneration & Assessment Committee. The Board of Directors is responsible for reviewing the evaluation results.
Article 7 Evaluation Period and Frequency
The previous fiscal year before the restricted stock vesting of the incentive grantees in each period.
The evaluation years of the incentive plan refer to 3 fiscal years from 2020 to 2022. The evaluation will operate annually.
Article 8 Evaluation Results Management
(1)Feedback and Application of Evaluation
①The incentive grantees have the right to know their evaluation results, and the Remuneration & Assessment Committee shall inform the incentive grantees of the evaluation result within 5 working days after completing evaluation.
②If the incentive grantee has any objection to the evaluation result, he or she may appeal to the Remuneration & Assessment Committee within 5 working days after receiving the notice of the evaluation result. The Remuneration Committee may review the evaluation result according to the actual situation and revise it according to the review result.
③The assessment results serve as the basis for the ownership of restricted stocks.
(2)File Evaluation Records
①After completing evaluation, the Human Resources Department of the Company and ZEBAO Group shall keep all the evaluation record files of the performance evaluation. The evaluation results shall be filed as confidential materials.
②To ensure effectiveness, it is not permitted to alter the evaluation records. If you want to revise or re-record, it must be signed by the appraisal recorder.
③The evaluation results shall be filed as confidential materials and destroyed by the Human Resources Department of the Company and ZEBAO Group 3 years after the end of the incentive plan.
Article 9 Supplementary Provisions
(1)The measures shall be formulated, interpreted and revised by the Board of Directors.
(2)If the relevant provisions of these measures are in conflict with the relevant national laws, administrative regulations, normative documents and the Stock Incentive Plan, the provisions of the relevant national laws, administrative regulations, normative documents and the Stock Incentive Plan shall be implemented. 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 Stock Incentive Plan.
(3)The measures shall be implemented from the date of deliberation and approval by the shareholders' meeting and after the Stock Incentive Plan becomes effective.