Securities code: 300852 securities abbreviation: Sihui Fuji Electronics Technology Co.Ltd(300852) Sihui Fuji Electronics Technology Co.Ltd(300852)
Phase I employee stock ownership plan (Draft)
Sihui Fuji Electronics Technology Co.Ltd(300852)
February, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the ESOP and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1、 The employee stock ownership plan of the company can be implemented only after it is 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.
2、 The specific capital source, contribution proportion and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed.
3、 If the employee’s subscription fund is low, there is a risk that the employee stock ownership plan cannot be established; If the scale of employee stock ownership plan is lower than the expected capital, there is a risk of employee stock ownership plan.
4、 The company will disclose relevant progress in the future according to the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
I The first phase of Sihui Fuji Electronics Technology Co.Ltd(300852) (hereinafter referred to as ” Sihui Fuji Electronics Technology Co.Ltd(300852) ” or “the company”) Employee Stock Ownership Plan (hereinafter referred to as “the employee stock ownership plan” or “the plan”) is the company’s guidance on the pilot implementation of employee stock ownership plan by Listed Companies 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 guidance on the implementation of employee stock ownership plan by listed companies The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, administrative regulations, rules, normative documents and the provisions of the Sihui Fuji Electronics Technology Co.Ltd(300852) articles of Association (hereinafter referred to as the “articles of association”). 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 participants of the employee stock ownership plan shall meet the standards set by the company, including directors (excluding independent directors), supervisors, senior managers, middle managers, core technical (business) personnel of the company (including subsidiaries), and other employees that the board of directors deems necessary to be encouraged. The total number of employees participating in the employee stock ownership plan shall not exceed 810, including 9 directors (excluding independent directors), supervisors and senior managers participating in the employee stock ownership plan. The specific number of participants shall be determined according to the actual contributions of employees.
4、 The total amount of funds to be raised by the employee stock ownership plan shall not exceed 25 million yuan. The “share” is taken as the subscription unit, and each share is 1 yuan. The maximum number of shares of the employee stock ownership plan is 25 million. The specific total amount of funds and shares are determined according to the actual amount of capital contribution. The capital sources of the employee stock ownership plan are employees’ own funds (including legal salary and self raised funds), incentive funds withdrawn by the company and other ways permitted by law. The ratio of the employee’s own funds to the incentive fund withdrawn by the company is 3:2, in which the employee’s own funds do not exceed 15 million yuan and the incentive fund withdrawn by the company does not exceed 10 million yuan.
5、 The stock source of the employee stock ownership plan is the subject stock purchased through the secondary market (including but not limited to bidding trading, block trading) and other ways permitted by laws and regulations.
The total amount of funds to be raised by the employee stock ownership plan shall not exceed 25 million yuan. According to the closing price of the company’s shares of 45.41 yuan / share on February 16, 2022, the maximum number of subject shares that can be held by the employee stock ownership plan is about 5500500 shares, accounting for about 0.54% of the total share capital of the company at the time of announcement of the draft plan. There is still uncertainty about the purchase of the final underlying shares, and the final number of shares held shall be subject to the actual implementation.
6、 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 of employee stock ownership plan held by a single employee shall not exceed 1% of the total share capital of the company. The total number of underlying shares does not include the shares obtained by the holder before the listing of the company’s initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive.
7、 The duration of the employee stock ownership plan is 36 months, calculated from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan. The subject shares obtained by the employee stock ownership plan are unlocked in two phases. The unlocking time points are 12 months and 24 months from the date when the company announces the last transfer of the subject shares to the name of the employee stock ownership plan. The proportion of the subject shares unlocked in each phase is 50% and 50% respectively. The specific unlocking proportion and quantity of each phase are calculated and determined according to the performance indicators of the company and the assessment results of the holders.
8、 The employee stock ownership plan will terminate automatically after the expiration of its duration, or it can be extended before the expiration of its duration. The duration of the employee stock ownership plan can be extended after more than 2 / 3 shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
9、 The participants involved in the employee stock ownership plan are the actual controllers of the company, directors (excluding independent directors), supervisors, senior managers and related parties of the above-mentioned personnel, and the relevant personnel are related to the plan. The actual controllers, directors, supervisors, senior managers of the company participating in the employee stock ownership plan and the related parties of the above-mentioned personnel voluntarily give up their proposal rights and voting rights at the shareholders’ meeting, and have promised not to hold any position on the Management Committee of the plan. The ESOP does not constitute a concerted action relationship with the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
10、 During the duration, the employee stock ownership plan shall be managed by the company itself. The plan establishes a management committee, which is responsible for the daily management, equity disposal and other specific work of the employee stock ownership plan, and exercises the voting right on behalf of the plan.
11、 Before implementing the employee stock ownership plan, the company has solicited employees’ opinions through the employee congress. After the board of directors of the company deliberates and approves the employee stock ownership plan, the company will issue a notice of convening the general meeting of shareholders, submit it to the general meeting of shareholders of the company for deliberation and implement it after being approved by the general meeting of shareholders. 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.
12、 The financial and accounting treatment and taxation of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant taxes that employees need to pay due to their participation in the employee stock ownership plan shall be borne by the employees themselves.
13、 The implementation of the employee stock ownership plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that two
Risk statement three
Special tips four
Chapter I interpretation eight
Chapter II purpose and basic principles of employee stock ownership plan nine
Chapter III determination basis and scope of ESOP holders ten
Chapter IV capital source, stock source and scale of employee stock ownership plan thirteen
Chapter V Duration, lock-in period and performance appraisal setting of employee stock ownership plan fourteen
Chapter VI management mode of employee stock ownership plan eighteen
Chapter VII asset composition and equity distribution of employee stock ownership plan twenty-five
Chapter VIII change and termination of employee stock ownership plan and disposal of holder’s rights and interests twenty-six
Chapter IX Rights and obligations of the company and its holders thirty-one
Chapter X relationship and concerted action relationship of employee stock ownership plan thirty-three
Chapter XI procedures for implementing employee stock ownership plan thirty-five
Chapter XII other important matters thirty-seven
Chapter I interpretation
In the draft plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Sihui Fuji Electronics Technology Co.Ltd(300852) , the company, the company and the listed company refer to Sihui Fuji Electronics Technology Co.Ltd(300852) the company’s employee stock ownership plan, the plan, the employee refers to Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership plan, the draft employee stock ownership plan, and the draft plan refers to Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership plan (Draft)
The holder indicates the employees of the company who participate in the employee stock ownership plan
Holder’s meeting refers to the meeting of holders of the employee stock ownership plan
Management Committee refers to the Management Committee of the employee stock ownership plan
The underlying stock refers to the Sihui Fuji Electronics Technology Co.Ltd(300852) A-share common stock purchased and held by the employee stock ownership plan through legal means
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership 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
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
The guidelines for the standardized operation of gem refers to the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – the standardized operation of companies listed on GEM
Articles of association means the Sihui Fuji Electronics Technology Co.Ltd(300852) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: any discrepancy between the total amount and the mantissa of the sum of the sub item values in this plan is caused by rounding.
Chapter II purpose and basic principles of employee stock ownership plan
1、 Purpose of the employee stock ownership plan
The company has formulated the draft plan in accordance with the provisions of the company law, the securities law, the guiding opinions, the guidelines for the standardized operation of the gem and other relevant laws, administrative regulations, rules, normative documents and the articles of association. Employees of the company voluntarily, legally and legally participate in the employee stock ownership plan. The implementation of the employee stock ownership plan expresses the company’s corporate vision of “becoming an international first-class enterprise with all employees as operators”. Through the implementation of the employee stock ownership plan, employees can establish closer long-term contact with the company and better perform the responsibilities of “operators”, Enhance employees’ subjective enthusiasm, sense of gain and happiness, practice the concept of common prosperity, improve corporate governance, improve the competitiveness of the company, and promote the long-term, sustainable and healthy development of the company.
2、 Basic principles of the 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 true, accurate, complete and timely information disclosure. 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.
Chapter III determination basis and scope of ESOP holders
1、 Basis for determining the holders of the employee stock ownership plan
(I) legal basis for the determination of the holder
The holder of the ESOP is determined in accordance with the company law, the securities law, the guiding opinions, the guidelines for the standardized operation of the gem and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The company’s employees participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. All participants must sign labor contracts, labor contracts or employment contracts with the company (including its subsidiaries) within the duration of the employee stock ownership plan.
(II) job basis determined by the holder
The participants of this ESOP shall meet one of the following criteria:
1. Directors (excluding independent directors), supervisors and senior managers of the company;
2. Middle managers and core technical (business) personnel of the company;
3. Other employees deemed necessary by the board of directors.
Eligible employees shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
(III) under any of the following circumstances, it cannot become the holder of the employee stock ownership plan:
1. 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;
