Hyunion Holding Co.Ltd(002537) partner plan
Hyunion Holding Co.Ltd(002537)
Partner plan
Hyunion Holding Co.Ltd(002537) (hereinafter referred to as ” Hyunion Holding Co.Ltd(002537) ” or “the company”) formulates the Hyunion Holding Co.Ltd(002537) partnership plan (hereinafter referred to as “the plan”) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the partnership law of the people’s Republic of China, other relevant laws, regulations, departmental rules, normative documents and the articles of association, Through the design of different types of partner plans, it aims to combine the interests of shareholders, the interests of the company and the personal interests of employees, establish a mechanism for the transformation of core employees from professional managers to partners, stimulate the enthusiasm of core employees for innovation and entrepreneurship, and better solve the issues of risk sharing and benefit sharing between investors and employees, so as to jointly expand the common cause Share common achievements and form a win-win corporate culture.
Article 1 basic contents of the plan
Partner plan means that partners who meet the provisions of the plan participate in the subscription of capital contribution to the partnership platform according to the determined share. After making capital contribution through the project partner follow-up investment platform and post partner follow-up investment platform, they set up a follow-up investment platform according to the situation of the proposed investment project, and then make investment. Limited partners obtain income from the project investment through their partnership, Or a plan to buy back all the subscribed or paid in capital contribution of the registered partnership held by the limited partner at the agreed price when the conditions of this plan are not met or the conditions for repurchase transfer are triggered.
Article 2 management organization of the plan
The company sets up a leading group, which is the management organization of the plan, with a total of three members, responsible for reviewing and approving the implementation and termination of the plan.
Article 3 determination conditions and classification of partners
1. Partners participating in the plan must meet the following conditions at the same time:
(1) Regular employees who continue to work in the company or its subsidiaries, sign the labor contract and receive salary during the validity of the plan, except for the special introduced talents recognized by the leading group;
Hyunion Holding Co.Ltd(002537) partner plan
(2) Including but not limited to the following personnel: senior managers of the company; Principal of the subsidiary; Core technical (business) personnel of the company, etc.
(3) Personnel who meet the requirements of relevant laws and regulations and do not have the following circumstances:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② Being identified as inappropriate by the CSRC or its dispatched office within the last 12 months;
③ Being administratively punished by the CSRC or its dispatched office for major violations of laws and regulations or taking market entry prohibition measures in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law.
2. Specific classification of partners
The specific list of partners of the plan shall be determined and published by the leading group. The partners who meet the conditions for determining partners of the plan are divided into:
(1) Project partner: ① the partner in charge of the project, who is responsible for introducing, managing and operating the project; ② Project team partners, employees of the company or its subsidiaries involved in the operation of specific projects.
(2) Position partner: ① senior management of the company; ② Principal of subsidiaries of the company; ③ The company’s core technical (business) personnel and the personnel identified by the leading group who need to participate.
Article 4 establishment of partnership platform
1. In order to achieve the purpose of this plan, a project partner partnership is established as a follow-up investment platform for specific projects, and a project partner follow-up investment platform is established for each project according to the situation of the project.
2. In order to achieve the purpose of this plan, a post partner partnership is established as a follow-up investment platform for specific projects, and a project partner follow-up investment platform is established for each project according to the situation of the project.
3. The operation period of the partnership is generally not less than 5 years. The operation period can be extended according to the actual operation of the specific project.
4. The follow-up investment platform can adopt the following investment methods: (1) establish a new project company; (2) Increase the capital of the project company; (3) Transfer the equity of the project company.
Article 5 selection of investment projects
The investment project focuses on the company’s main business and future development strategy, and selects new projects with global technology leadership, global process leadership, broad industry prospects and industries encouraged by the state.
Hyunion Holding Co.Ltd(002537) partner plan
Article 6 right of project follow-up investment
Mandatory follow-up investment partners are composed of project partners, who are forced to invest in follow-up investment projects to ensure that the company’s project partners are deeply bound with the company’s projects, share achievements and responsibilities.
Non mandatory follow-up investment partners are composed of post partners, who participate in the specific business projects of follow-up investment, stimulate the fighting spirit and creativity of the company’s managers and core employees, and establish a management model with high risk and high return.
Article 7 confirmation of contribution share
1. The company determines the list of project partners and post partners according to their contributions to the project, and can participate in specific projects as partners only after being confirmed by the leading group.
2. According to the performance appraisal in recent three years and the value and contribution of partners participating in specific projects, the company determines the proportion of capital contribution of project partners and reports it to the leading group for confirmation.
3. The company determines the proportion of capital contribution of post partners according to the table of post segment level coefficients and the value and contribution of partners participating in specific projects, and reports it to the leading group for confirmation.
Article 8. Repurchase and sale assessment
1. The plan stipulates the service period for partners, which is to continuously serve in the company or its subsidiaries or be employed for five complete fiscal years from the effective date of the plan.
2. If a partner fails to pass the examination for two consecutive years, he shall be forced to repurchase the partnership share of the partnership held by him. 3. Repurchase and transfer and sale arrangements are divided into repurchase and transfer arrangements within the service period and transfer and sale arrangements at the expiration of the service period, which shall be agreed according to specific projects.
Article 9 capital contribution obligations
Partners need to make actual capital contributions to the partnership with their own funds. Partners shall not borrow capital from the company and its subsidiaries or invest with leveraged funds. The capital contribution shall be made in cash, and the partners shall ensure that the source of capital is true and legal. The time limit of capital contribution shall be handled uniformly according to the arrangement of the partnership. The partners shall pay their capital contribution in full and on time according to law without undue delay. If they fail to make capital contribution or make insufficient capital contribution within the time limit, they shall be deemed to have waived their right to make capital contribution.
Hyunion Holding Co.Ltd(002537) partner plan
Article 10 distribution management
The general partner does not charge management fees for the partnership. After obtaining the income after equity withdrawal and deducting various operating costs and expenses, the partnership distributes profits according to the proportion of partners’ capital contribution.
Article 11 no financing support shall be provided
The company does not provide financing support for partners’ capital contribution.
Article 12 restrictions on the share of capital contribution held by partners
Except for the circumstances that trigger the start of repurchase transfer, the capital contribution shares of the partnership that have been paid in and held by the partners shall not be held on behalf of them; It shall not be transferred to any third party; The share of capital contribution shall not be used in any way, including but not limited to pledge, guarantee, gift, exchange or debt repayment.
Article 13 tax and related expenses
Partners shall pay individual income tax and other taxes in accordance with national tax laws and regulations for the income obtained from participating in the plan.
Article 14 supplementary provisions
1. The plan shall come into force from the date of deliberation and approval by the board of directors of the company.
2. This plan is interpreted by the leading group.
3. When the specific investment projects involved in the implementation of the plan constitute related party transactions, they shall be handled in accordance with the related party transaction management system of the company.
4. Matters not covered in this plan shall be implemented in accordance with relevant national laws and regulations, normative documents, articles of association, etc.
February 15, 2002
