Management measures for phase I employee stock ownership plan
Chapter I General Provisions
Article 1 in order to regulate the implementation of the first phase of the employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan”) of Sto Express Co.Ltd(002468) (hereinafter referred to as the “company”), in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China The guidance of China Securities Regulatory Commission on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “regulatory guidelines No. 1”) and other relevant laws, administrative regulations and rules The management measures for Sto Express Co.Ltd(002468) phase I employee stock ownership plan (hereinafter referred to as “the measures”) is hereby formulated in accordance with the normative documents, the articles of association and the provisions of Sto Express Co.Ltd(002468) phase I employee stock ownership plan (Draft).
Chapter II Formulation of employee stock ownership plan
Article 2 basic principles of employee stock ownership plan
(I) principle of legal compliance
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the independent decision of the company, and the employees participate voluntarily. The company does not force the employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
Article 3 holders of employee stock ownership plans
(I) basis for determining the holders of employee stock ownership plans
The holder of the ESOP is determined by the board of directors of the company in accordance with the company law, securities law, listing rules, guiding opinions and other relevant laws, regulations, rules and the relevant provisions of the articles of association.
(II) scope of ESOP holders
The total number of employees participating in the employee stock ownership plan shall not exceed 124 (excluding reserved shares). The specific number of participants shall be determined according to the actual contributions of employees.
In order to better ensure the implementation of the company’s strategy, enhance market competitiveness and performance growth, and promote the rapid, long-term and healthy development of the company, the holders of the shareholding plan include directors, supervisors, senior managers, core managers and core backbone employees who have a direct and important impact and contribution to the company’s future operation and performance growth. All participants are required to work in the company (including holding subsidiaries, the same below), receive remuneration, sign labor contracts or be employed by the company.
The board of supervisors of the company shall verify the list of holders, and the lawyers employed by the company shall issue legal opinions on whether the qualifications of holders comply with the company law, securities law, guiding opinions, regulatory guidelines No. 1 and other relevant laws and regulations, the articles of association and the employee share holding plan (Draft).
Article 4 the scale of the underlying stock involved in the employee stock ownership plan
The number of shares held by the employee stock ownership plan is 19559900 shares, accounting for 1.28% of the current total share capital of the company; Among them, 14356400 shares are used for employees participating in the employee stock ownership plan for the first time, and the remaining 52035000 shares are transferred as reserved shares within the time specified in the employee stock ownership plan.
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of underlying shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
Article 5 source of underlying stock involved in ESOP
The 36th meeting of the Fourth Board of directors held on August 27, 2020 and the first extraordinary general meeting of 2020 held on September 14, 2020 considered and approved the proposal on repurchase of shares of the company, and agreed that the company would repurchase RMB common shares (A shares) issued by its branches with its own funds through centralized bidding for equity incentive or employee stock ownership plan. The total capital of this repurchase shall not be less than 200 million yuan (inclusive) and not more than 300 million yuan (inclusive), and the repurchase price shall not exceed 24.50 yuan / share (inclusive). The implementation period of this share repurchase is no more than 12 months from the date when the share repurchase plan is considered and approved by the general meeting of shareholders of the company (i.e. September 14, 2020).
As of January 15, 2021, the above share repurchase plan of the company has been implemented. Through the special securities account for share repurchase, the company has repurchased 19.5599 million shares in the form of centralized bidding, accounting for 1.28% of the company’s current total share capital; The maximum transaction price of repurchase is 15.50 yuan / share, the minimum transaction price is 9.16 yuan / share, and the total transaction amount is 236039000 yuan (excluding transaction costs). The employee stock ownership plan plans to use 19559900 shares of the repurchased shares, accounting for 1.28% of the current total share capital of the company.
After the draft employee stock ownership plan is approved by the general meeting of shareholders, the company’s shares held in the company’s special securities account for repurchase will be obtained by means of non trading transfer and other laws and regulations.
Between the announcement date of the resolution of the board of directors and the completion date of the non trading transfer of the current employee stock ownership plan, if the company has ex rights and ex interests matters such as the conversion of capital reserve into share capital, share distribution and dividend distribution, the price of the underlying stock shall be adjusted accordingly.
Article 6 capital source of employee stock ownership plan
The capital source of the employee stock ownership plan is the legal salary of employees, self raised funds and other methods permitted by laws and regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the holders. The total amount of self raised funds of the employee stock ownership plan shall not exceed RMB 19559900, with “shares” as the subscription unit, each share of RMB 1, and the share of the stock ownership plan shall not exceed RMB 19559900. The share proportion of the company’s employees participating in the stock ownership plan is as follows:
The proportion of the shares to be subscribed by the holder’s position in the total shares of the employee stock ownership (10000 copies) plan
Wang Wenbin, director and general manager 298.12 15.24%
Han Yongyan, director and deputy general manager 122.97 6.29%
Liang Bo, deputy general manager and financial director 74.53 3.81%
Tang Jin, deputy general manager 24.22 1.24%
Guo Lin, Secretary of the board of directors 7.45 0.38%
Gu Lijuan, chairman of the board of supervisors 5.59 0.29%
Supervisor Wang Chaoqun 9.32 0.48%
Supervisor Jin Jianyun 4.47 0.23%
Total 546.67 27.95%
Core management personnel and key personnel 888.97 45.45%
(no more than 116 persons)
Reserve 520.35 26.60%
Total 1955.99 100.00%
The amount of the employee’s final subscription to the stock ownership plan shall be subject to the actual contribution of the participants.
If the holder fails to pay the subscription funds on time and in full, he will automatically lose the corresponding subscription rights. The shares to be subscribed can be declared for subscription by other qualified participants. The company can adjust the list of participants and their subscription shares according to the actual payment of employees. There is no arrangement for a third party to provide rewards, subsidies, information and other information for employees to participate in the ESOP.
In order to support the sustainable development of the company and attract and retain excellent talents, 5.2035 million shares are reserved in the employee stock ownership plan. The subscription object of reserved shares shall meet the requirements of the shareholding plan. At that time, the human resources department shall propose candidates, which shall be verified by the board of supervisors and submitted to the board of directors for deliberation and approval. The subscription time of reserved shares is before December 31, 2023. If there are still no qualified employees to subscribe for reserved shares or the reserved shares are not fully distributed within the subscription time period of reserved shares, the remaining reserved shares will be invalidated by the company.
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of underlying shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company.
Article 7 explanation of the purchase price and rationality of ESOP shares
1. Transfer price
The price of shares repurchased by the transferee company of the employee stock ownership plan is 1 yuan / share.
2. Rationality description
The main purpose of this incentive is to enhance the confidence of the granted employees, fully mobilize their enthusiasm, and maintain and further strengthen the advantages of the company’s lean management. In recent years, the express industry is facing fierce market competition, the express unit price continues to decline, and the profitability of express enterprises is affected to a certain extent. Sto Express Co.Ltd(002468) was founded in 1993. It is one of the first batch of private express enterprises. It has a deep express culture. In the past 29 years, it has transported a large number of express professionals to the whole industry. Although the fierce industry price competition has had an impact on the company’s performance, confidence is more important than gold before the industry pattern is completely stable; Continuously enhancing employees’ confidence and fully stimulating and mobilizing employees’ enthusiasm is one of the key tools for the company to enter high-quality and sustainable development.
The participants determined this time are composed of three parts, one of which bears the major responsibility of formulating the company’s development strategy and leading the company’s forward direction; Part of the participants are the direct persons in charge of the company’s business unit and management, promoting business development and management refinement; There are also some participants who are responsible for the company’s key projects and important work to promote the implementation of projects and the effective implementation of business. These three participants play an important role in the development of the company. The incentive through the discount grant of the employee stock ownership plan is intended to further improve the company’s medium and long-term incentive mechanism, consolidate the foundation of the human resources system, and focus on key employees and key incentives to retain and motivate this part of the core talents, so as to avoid the competition for talents by peers.
To sum up, on the basis of complying with the provisions of relevant laws and regulations and normative documents, the company finally determines the above transfer price of the shareholding plan after comprehensively considering the talent competition faced by the company’s current industry, the company’s salary, the cost of implementing the shareholding plan, market practice, core management and the willingness of key employees to participate. At the same time, based on the principle of matching incentives and constraints, the company has also set challenging performance goals and a long lock-in period, which are highly restrictive, which is conducive to promoting the close binding of the interests of the company, employees and shareholders, improving core competitiveness and achieving high-quality and rapid development.
Article 8 duration and lock-in period of ESOP
(I) duration of employee stock ownership plan
1. The duration of the employee stock ownership plan is 72 months, calculated from the date when the company announces the transfer of the last batch of subject shares granted for the first time to the name of the employee stock ownership plan. If the employee stock ownership plan is not extended at the expiration of its duration, it will be terminated automatically. 2. Before the expiration of the duration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
3. If the company’s shares held by the ESOP 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 ESOP can be extended after more than 2 / 3 of the shares held by the holders attending the meeting are agreed and submitted to the board of directors for deliberation and approval.
(II) lock up period of the underlying shares involved in the employee stock ownership plan
1. The lock up period of the underlying shares obtained by the stock ownership plan through non trading transfer and other means permitted by laws and regulations is 36 months, which is calculated from the date when the company announces the transfer of the last batch of underlying shares granted to the employee stock ownership plan. After the lock-in period expires, the actual unlocking proportion of participants in the current period shall be determined according to the performance completion at the company level and individual performance appraisal.
2. Trading restrictions on employee stock ownership plans
The ESOP will strictly abide by the market trading rules and the relevant provisions of the CSRC and the Shenzhen 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 annual report and semi annual report, if the announcement date of the annual report and semi annual 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) Company quarterly report
