Sto Express Co.Ltd(002468) board of directors
Notes on compliance of phase I ESOP (Draft)
Sto Express Co.Ltd(002468) (hereinafter referred to as the “company”) 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 other relevant laws and administrative regulations According to the requirements and provisions of the normative documents and the articles of association of Sto Express Co.Ltd(002468) (hereinafter referred to as the articles of association), the first phase of Sto Express Co.Ltd(002468) employee stock ownership plan (Draft) (hereinafter referred to as the “Employee Stock Ownership Plan”) has been formulated. Now, whether the employee stock ownership plan complies with the relevant provisions of the guiding opinions is explained as follows:
1. The company does not prohibit the implementation of ESOP as stipulated in the guiding opinions and other laws, regulations and normative documents; 2. The content of this ESOP complies with the provisions of relevant laws, regulations and normative documents such as the guiding opinions, and the procedures are legal and effective;
3. The company’s decision-making procedures for deliberating the proposals related to the employee stock ownership plan are legal and effective, and there is no situation that damages the interests of the company and all shareholders, or forces employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc. the related directors have been in accordance with the company law, securities law, guiding opinions and other laws Laws and regulations, normative documents and relevant provisions in the articles of association avoid voting on relevant proposals, which shall be deliberated and voted by non affiliated directors;
4. The board of supervisors verified the list of the employee stock ownership plan, and considered that the proposed holders of the company’s employee stock ownership plan met the holder conditions specified in the guiding opinions and other laws, regulations and normative documents, met the holder range specified in the employee stock ownership plan, and their subject qualification as the holder of the company’s employee stock ownership plan was legal and effective;
5. The company’s implementation of the employee stock ownership plan is conducive to improving the level of corporate governance, improving the company’s salary incentive mechanism, fully mobilizing the enthusiasm of employees and realizing the long-term sustainable development of the enterprise, without damaging the interests of the company and all shareholders.
In conclusion, the board of Directors believes that the Sto Express Co.Ltd(002468) phase I employee stock ownership plan (Draft) complies with the relevant provisions of the guiding opinions.
Sto Express Co.Ltd(002468) board of directors February 14, 2022
