Shanghai Hiuv New Materials Co.Ltd(688680)
Management measures for phase II employee stock ownership plan
Article 1 in order to fully mobilize the enthusiasm and creativity of employees, attract and retain excellent management talents and business backbone, improve the cohesion of employees and the competitiveness of the company, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company, so as to continuously bring more efficient returns to shareholders, Shanghai Hiuv New Materials Co.Ltd(688680) (hereinafter referred to as the "company") established the second phase of the company's employee stock ownership plan (hereinafter referred to as the "Employee Stock Ownership Plan").
In order to standardize the employee stock ownership plan, in accordance with the provisions of the company law of the people's Republic of China and other relevant laws and regulations, the administrative measures for Shanghai Hiuv New Materials Co.Ltd(688680) phase II employee stock ownership plan (hereinafter referred to as the administrative measures) is hereby formulated.
Article 2 the company's employees shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation, benefit sharing and risk bearing.
Article 3 participants and determination criteria of employee stock ownership plan (I) legal basis for determining participants
In accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the guidance), and the Listing Rules of Shanghai Stock Exchange science and Innovation Board (hereinafter referred to as the Listing Rules) According to the relevant provisions of relevant laws, administrative regulations, normative documents and the articles of association, and in combination with the actual situation, the list of participants of the employee stock ownership plan is determined. All participants must work in the company, sign labor contracts or be employed by the company. (II) job basis for determining participants
The participants of the employee stock ownership plan shall meet one of the following standards: 1. The company's core technology, business, management backbone personnel and other employees who have made outstanding contributions to the development of the company; 2. Other personnel of the company recognized by the board of directors. (III) verification of shareholding plan holders
Under any of the following circumstances, they cannot participate in the employee stock ownership plan: 1. They have been publicly condemned or declared as inappropriate candidates by Shanghai Stock Exchange in the past three years;
2. Being administratively punished by the CSRC for major violations of laws and regulations in the past three years; 3. In the last three years, serious damage has been caused to the interests, reputation and image of the company due to the disclosure of state or company secrets, corruption, theft, embezzlement, bribery, dereliction of duty, or dereliction of duty and other acts in violation of national laws and regulations, or acts in violation of public order, good customs, professional ethics and ethics; 4. Circumstances determined by the board of directors that it cannot become the holder of the employee stock ownership plan; 5. Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of the employee stock ownership plan.
The board of supervisors of the company shall verify the list of holders and explain the verification at the general meeting of shareholders. The lawyer employed by the company shall issue clear legal opinions on the qualification of the holder, whether it has performed the necessary review procedures and whether it complies with the company law, securities law, guiding opinions and other relevant laws and regulations, the articles of association and the second phase of employee stock ownership plan (Draft). (IV) scope of holders of ESOP
The participants of the employee stock ownership plan are the key technical, business and management personnel of the company (including wholly-owned subsidiaries, the same below) who play an important role and influence on the overall performance and medium and long-term development of the company, employees who have made outstanding contributions to the development of the company and other personnel recognized by the board of directors. The total number of employees to participate in the subscription this time shall not exceed 130 (except for reserved shares), Among them, there is one director, supervisor and senior officer who plans to participate in the subscription of the employee stock ownership plan, holding 500000 shares of the employee stock ownership plan, accounting for 4.76% of the total share of the employee stock ownership plan; There are no more than 129 middle managers and core technical (business) personnel, holding a total of 6 million shares of the ESOP, accounting for 57.14% of the total share of the ESOP.
In order to meet the needs of the company's development planning, the ESOP has reserved some shares for the company's existing employees and suitable talents introduced in the future, with a total of 4 million reserved shares, accounting for 38.10% of the total share of the ESOP. After the draft ESOP is deliberated and approved by the general meeting of shareholders, the company will distribute the reserved shares to qualified employees according to the actual situation as soon as possible. The reserved shares shall be managed by the company before distribution, and shall not participate in the voting of the shareholding meeting.
The shares held by the participants of this ESOP are as follows:
The proportion of the number of shares held by the holder's name and position in the total number of shares transferred in the employee stock ownership plan (10000 shares)
Qiming core technicians and directors 50 4.76%
Core technology, business, management backbone personnel and other corporate 600 57.14%
Employees with outstanding contributions to the development of the company (no more than 129)
Reserved share 400 38.10%
Total 1050 100%
Note: when the ESOP is established, "share" is taken as the subscription unit, and each share is 1 yuan.
If the holder waives the participation qualification, the shares of the stock ownership plan he intends to participate in and hold can be declared by other qualified participants. The Management Committee of the employee stock ownership plan can adjust the list of participants and their shares according to the actual situation of the employees. There is no arrangement for a third party to provide rewards, subsidies and information for employees to participate in the ESOP.
Article 4 capital source and stock source of employee stock ownership plan (I) capital source
1. The total amount of funds raised by this ESOP is no more than 10.5 million yuan, and the source of funds is the ESOP incentive fund established by the company.
2. The current employee stock ownership plan does not involve self raised funds of employees. (II) source of underlying stock involved in ESOP
After the employee stock ownership plan (Draft) is approved by the general meeting of shareholders, the employee stock ownership plan will entrust Shanghai Fucheng Haifutong Asset Management Co., Ltd. (hereinafter referred to as "Fucheng Haifutong") to establish Fucheng Haifutong Shanghai Hiuv New Materials Co.Ltd(688680) No. 2 employee stock ownership single asset management plan (hereinafter referred to as "asset management plan"). The asset management plan will purchase and hold Shanghai Hiuv New Materials Co.Ltd(688680) shares (688680. SH) through the secondary market or other ways permitted by laws and administrative regulations. The company will timely perform the obligation of information disclosure as required.
Article 5 duration and lock-in period of employee stock ownership plan
(I) duration of shareholding plan
1. The total duration of the ESOP is 48 months, calculated from the date when the company announces the completion of Shanghai Hiuv New Materials Co.Ltd(688680) stock purchase of the asset management plan.
If the employee stock ownership plan is not extended at the expiration of its duration, it will be terminated automatically.
2. Two months before the expiration of the duration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after being deliberated and approved by the management committee.
3. If the company's shares held by the employee stock ownership plan cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of trading or short window period of the company's shares, the duration of the employee stock ownership plan can be extended after being deliberated and approved by the management committee.
4. If the relevant regulatory authorities require a lock-in commitment to the relevant parties involved in the employee stock ownership plan, they shall make corresponding commitments in combination with the requirements of the regulatory authorities at that time.
(II) lock up period of shareholding plan
1. The employee stock ownership plan will be unlocked after 12 months from the date when the company announces that the asset management plan completes the purchase of Shanghai Hiuv New Materials Co.Ltd(688680) (688680. SH) shares. After the lock up period expires, the asset management plan will decide whether to sell the shares according to the requirements of the company's internal employee agreement, the arrangement of the ESOP Management Committee and the current market conditions. 2. Trading restrictions on shareholding plans
The ESOP will strictly abide by the market trading rules and the relevant provisions of the CSRC and the Shanghai Stock Exchange on stock trading. The company's shares shall not be traded during the following periods:
(1) Within 30 days before the announcement of the company's periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Ten days before the announcement of the company's performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to two trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
Article 6 management mode of employee stock ownership plan
After being approved by the general meeting of shareholders, the ESOP entrusts Fucheng Haifutong to establish an asset management plan for asset management. The internal top management authority of the employee stock ownership plan is the holder meeting. A management committee shall be established at the shareholders' meeting, and the management committee shall be authorized as the management organization of the employee stock ownership plan to supervise the daily management of the employee stock ownership plan and exercise shareholders' rights on behalf of the holders. The management measures clearly stipulate the responsibilities of the management committee and take sufficient risk prevention and isolation measures.
(I) shareholders' meeting
1. The company's employees become the holders of the ESOP after they participate in the ESOP. The holders' meeting is the internal top management authority of the ESOP. All holders have the right to attend the holders' meeting. The holder may attend and vote at the holders' meeting in person or entrust an agent to attend and vote on his behalf. The travel expenses, board and lodging expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder.
2. The following matters need to be considered at the shareholders' meeting:
(1) To elect and recall members of the Management Committee;
(2) Change and termination of employee stock ownership plan;
(3) During the duration of the employee stock ownership plan, when the company finances by means of allotment, additional issuance and convertible bonds, the management committee shall discuss whether the employee stock ownership plan participates in relevant financing and specific participation methods, and submit it to the holder meeting for deliberation and approval or authorize the management committee to make decisions;
(4) Review and revise the management measures;
(5) Authorize the management committee to supervise the daily management of the employee stock ownership plan;
(6) Authorize the management committee to exercise shareholders' rights;
(7) Authorize the management committee to be responsible for the liquidation and property distribution of the employee stock ownership plan;
(8) Authorize the management committee to review the extension of the duration of the employee stock ownership plan;
(9) Other matters that the Management Committee deems necessary to convene a shareholders' meeting for deliberation.
3. The first holder meeting shall be convened and presided over by the Secretary of the board of directors or designated person of the company, and the subsequent holder meeting shall be convened by the management committee and presided over by the director of the management committee. If the chairman of the management committee is unable to perform his duties, he shall appoint a member of the management committee to preside over the meeting.
4. The management committee shall submit the written notice of the meeting to all holders by direct delivery, mail, fax, e-mail or other means 2 days in advance. The written meeting notice shall at least include the following contents:
(1) Time and place of the meeting;
(2) Convening method of the meeting;
(3) Matters to be considered (proposal of the meeting);
(4) The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(5) Meeting materials necessary for voting at the meeting;
(6) The holder shall attend the meeting in person or entrust other holders to attend the meeting on his behalf;
(7) Contact person and contact information;
(8) Date of notification.
In case of emergency, the holder's meeting can be held by oral notice. The oral notice shall at least include the contents of items (1) and (2) above and the description of convening the holder's meeting as soon as possible due to emergency.
5. Voting procedure at shareholders' meeting
(1) After full discussion of each proposal, the moderator shall timely submit it to the holders attending the meeting for voting. The moderator may also decide to submit all proposals to the holders attending the meeting for voting after discussion. The voting method is written voting.
(2) The holders of the employee stock ownership plan enjoy voting rights according to their shares.
(3) The voting intention of the holder is divided into consent, objection and abstention. The holders attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained; If the holder votes after the chairman of the meeting announces the voting results or after the specified time limit for voting expires, the voting situation shall not be counted.
(4) The chairman of the meeting shall announce the statistical results of on-site voting on the spot. If each proposal is approved by more than 50% (excluding 50%) shares held by the holders attending the holders' meeting, it shall be deemed to have been voted and passed to form an effective resolution of the holders' meeting.
(5) If the resolution of the shareholders' meeting needs to be submitted to the board of directors and the general meeting of shareholders for deliberation, it shall be submitted to the board of directors and the general meeting of shareholders for deliberation in accordance with the provisions of the articles of association.
(6) The chairman of the meeting is responsible for arranging personnel to make records of the holder's meeting.
6. In order to fully reflect the convenience and efficiency, the holders' meeting can also be held by means of communication and writing. For the holders' meeting deliberated and voted by means of communication and writing, the management committee shall guarantee the holders' full right to know and vote.
7. Holders who individually or jointly hold more than 10% of the shares of the ESOP may submit interim proposals to the holders' meeting, which must be submitted to the Management Committee 2 days before the holders' meeting.
8. Holders who individually or jointly hold more than 20% of the shares of the employee stock ownership plan may propose to convene a holders' meeting.
(II) Management Committee
1. A management committee is set up for the ESOP to carry out daily management of the ESOP and exercise shareholders' rights on behalf of the holders. The members of the management committee shall be elected by the shareholders' meeting.
2. The management committee consists of three members and one chairman of the management committee. The chairman of the management committee shall be elected by more than half of all the members of the management committee. The term of office of the members of the management committee is the duration of the employee stock ownership plan.
3. Members of the management committee shall abide by the provisions of laws, administrative regulations and the management measures, and bear the following Loyalty Obligations to the ESOP:
(1) It shall not take advantage of its authority to accept bribes or other illegal income, and shall not encroach on the property of the employee stock ownership plan;
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