Sto Express Co.Ltd(002468) phase I employee stock ownership plan (Draft)
February, 2002
Statement
The company and all members of the board of directors guarantee that the content of the employee stock ownership plan is true, accurate and complete without false records, misleading statements or major omissions.
Risk statement
(I) Sto Express Co.Ltd(002468) (hereinafter referred to as ” Sto Express Co.Ltd(002468) ” or “the company”) the first phase of the employee stock ownership plan can be implemented only after being approved by the general meeting of shareholders of the company. There is uncertainty whether the employee stock ownership plan can be approved by the general meeting of shareholders of the company;
(II) the employee stock ownership plan will be managed by the company after its establishment, but there is uncertainty about whether it can reach the scale and objectives of the plan;
(III) the specific capital source, capital contribution amount and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed;
(IV) if the employee’s subscription fund is low, there is a risk that the employee stock ownership plan will not be established;
(V) the stock price is affected by the company’s operating performance, macroeconomic cycle, international / Chinese political and economic situation, investor psychology and other complex factors. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it;
(VI) please make careful decisions and pay attention to investment risks.
hot tip
1. Sto Express Co.Ltd(002468) the first phase of the employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan” or “Stock Ownership Plan”) is the company in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations, rules, normative documents and the articles of association were formulated.
2. The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no situation of forced employees to participate in the stock ownership plan such as apportionment and forced distribution.
3. The object of the employee stock ownership plan is the directors, senior managers, core managers and core backbone employees who are recognized by the board of directors as having an important role and impact on the overall performance and medium and long-term development of the company. The total number of employees participating in this ESOP is no more than 124 (excluding reserved shares). The final distribution share and proportion of each participant shall be subject to the final actual distribution and determined according to the actual contribution of employees.
4. The stock source of the ESOP is the shares repurchased in the company’s special account for repurchase. The ESOP will acquire and hold the company’s shares held in the company’s special securities account for repurchase by means of non transaction transfer and other laws and regulations, with a total of no more than 19559900 shares, accounting for 1.28% of the company’s current total share capital, 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 of the company shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share rights and interests obtained by a single employee shall not exceed 1% of the total share capital of the company.
5. The purchase price of repurchased shares in the employee stock ownership plan is 1 yuan / share.
6. The employee contribution funds of the employee stock ownership plan are from the legal salary of employees, self raised funds and other ways allowed by laws and regulations. The company will not provide advance, guarantee, loan and other financial assistance to the holder in any way.
7. 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. The lock up period of the underlying shares obtained by the employee stock ownership plan through non trading transfer and other means permitted by laws and regulations is 36 months, calculated from the date when the company announces the transfer of the last batch of underlying shares granted to the employee stock ownership plan.
8. The employee stock ownership plan is managed by the company itself. The company has established the Management Committee of the employee stock ownership plan as the management Party of the stock ownership plan to exercise shareholders’ rights on behalf of the employee stock ownership plan. The company has taken appropriate risk prevention and isolation measures to effectively maintain the company
9. After the board of directors of the company deliberates and approves the ESOP, the company will issue a notice of convening the general meeting of shareholders and submit it to the general meeting of shareholders for deliberation. The ESOP can be implemented only after it is approved by the general meeting of shareholders of the company. The shareholders’ meeting of the company to review the employee stock ownership plan will adopt the combination of on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time.
10. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Declare that 2 risk tips 3 special tips 5 interpretation 7 I. purpose of employee stock ownership plan 8 II. Basic principles of employee stock ownership plan 8 III. determination criteria and scope of participants in the employee stock ownership plan 9 IV. scale of employee stock ownership plan, stock source, capital source and purchase price 9 v. duration and lock-in period of employee stock ownership plan 12 VI. participation mode of employee stock ownership plan during the company’s financing during the duration 14 VII. Change and termination of employee stock ownership plan and disposal of holder’s rights and interests 15 VIII. Management mode of employee stock ownership plan 17 IX. accounting treatment of employee stock ownership plan 22 X. procedures for implementing the employee stock ownership plan 22 Xi. Relationship between shareholding plans and concerted action 23 XII. Other important matters twenty-three
interpretation
In the draft plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Sto Express Co.Ltd(002468) . The company and the company refer to Sto Express Co.Ltd(002468)
Stock ownership plan, employee stock ownership plan, the employee stock ownership plan of the first phase of Sto Express Co.Ltd(002468) , the draft employee stock ownership plan of the employee stock ownership plan, and the draft plan refers to the employee stock ownership plan of the first phase of Sto Express Co.Ltd(002468) (Draft)
Holder / employee refers to the employees of the company who participate in the employee stock ownership plan
Holder’s meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
The measures for the administration of employee stock ownership plan refers to the measures for the administration of Sto Express Co.Ltd(002468) phase I employee stock ownership plan
The underlying stock refers to the Sto Express Co.Ltd(002468) class a common stock held by this shareholding plan
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Regulatory guidelines No. 1 refers to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board
The articles of association refers to the Sto Express Co.Ltd(002468) articles of association
Note: there may be differences in the mantissa of some totals in the draft plan due to rounding.
1、 Purpose of employee stock ownership plan
In accordance with the company law, securities law, guiding opinions, regulatory guidelines No. 1 and other relevant laws, administrative regulations, rules, normative documents and the articles of association, and following the principles of fairness, impartiality and openness, the company aims to establish and improve the benefit sharing mechanism between employees and shareholders and improve the level of corporate governance, This plan is formulated to improve the cohesion of employees and the overall competitiveness of the company and ensure the realization of the company’s future development strategy and business objectives.
The specific objectives of this plan are as follows:
(I) further improve the corporate governance mechanism and enhance the overall value of the company
Through the employee stock ownership plan, further optimize the company’s ownership structure, improve the modern enterprise governance mechanism, establish and improve the “risk sharing and benefit sharing” mechanism of the core middle and senior employees, the company and shareholders, and encourage the core middle and senior employees to “breathe and share a common destiny” with the company, so as to enhance the cohesion of the core middle and senior employees and the development vitality of the company and enhance the overall value of the company.
(II) further deepen the concept of partnership entrepreneurship and strengthen the company’s competitive advantage
The middle and senior employees of the company participating in the shareholding plan are core key personnel who play an important role in the overall performance and medium and long-term development of the company. While constantly promoting organizational change and efficiency improvement, they adhere to the equivalence of rights, responsibilities and interests, and promote the deep binding of the core team and key employees with the long-term growth value of the company, It is conducive to promoting the thinking transformation of the core team and key employees from “manager” to “partner”, giving full play to their subjective initiative, taking the initiative to assume the responsibility for the company’s long-term development and growth, promoting the company’s strategic transformation and reform, constantly improving and improving business performance and strengthening the company’s long-term competitive advantage.
(III) further improve the salary incentive system and pay equal attention to incentive and restraint
At present, the overall salary structure of the company is relatively single, and there is a relative lack of long-term incentive and restraint effect. Through the implementation of the employee stock ownership plan, we will constantly adjust and improve the original relatively single and cash led salary incentive system, and establish a salary incentive system with performance realization as the basic requirement, long-term development as the basic goal and equity cashing as the basic way. At the same time of appropriate incentives, we will strengthen the binding force of performance, employee behavior and retention, pay equal attention to incentives and constraints, and guide the core middle and senior employees to balance short-term interests and the medium and long-term development of the company. 2、 Basic principles of employee stock ownership plan
1. 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.
2. 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.
3. 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. 3、 Determination criteria and scope of participants in employee stock ownership plan
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.
(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
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). 4、 Scale, stock source, capital source and purchase price of employee stock ownership plan
(I) scale of underlying shares involved in 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.
(II) 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 shareholders held on September 14, 2020 considered and adopted the proposal on repurchase of shares of the company, It is agreed that the company will buy back some RMB common shares (A shares) issued by the company 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 RMB 200 million (inclusive) and not more than RMB 300 million (inclusive), and the repurchase price shall not exceed RMB 24.50
