Securities code: 300852 securities abbreviation: Sihui Fuji Electronics Technology Co.Ltd(300852) Sihui Fuji Electronics Technology Co.Ltd(300852)
Management measures for phase I employee stock ownership plan
Sihui Fuji Electronics Technology Co.Ltd(300852)
February, 2002
general provisions
The “Employee Stock Ownership Plan” (hereinafter referred to as “the first stock ownership plan law of the people’s Republic of China”) or the “Employee Stock Ownership Plan” law of the people’s Republic of China (hereinafter referred to as “3002”) The guiding opinions on the pilot implementation of 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. 2 – standardized operation of GEM listed companies (hereinafter referred to as the “guidelines for standardized operation of gem”) and other relevant laws, administrative regulations and rules The administrative measures for the first phase of Sihui Fuji Electronics Technology Co.Ltd(300852) employee stock ownership plan (hereinafter referred to as the “administrative measures”) is hereby formulated in accordance with the provisions of normative documents, the articles of association of Sihui Fuji Electronics Technology Co.Ltd(300852) (hereinafter referred to as the “articles of association”) and the first phase of Sihui Fuji Electronics Technology Co.Ltd(300852) employee stock ownership plan (Draft) (hereinafter referred to as the “draft employee stock ownership plan” or the “draft employee stock ownership plan”).
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 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.
Article 3 procedures to be performed for ESOP
(I) the board of directors of the company is responsible for preparing the draft of the employee stock ownership plan.
(II) before implementing the ESOP, the company shall fully solicit the opinions of employees through the employee congress and other organizations.
(III) when the board of directors deliberates the ESOP, it shall be approved by more than half of all non affiliated directors. The directors who intend to participate in the ESOP and their affiliated directors shall avoid voting. If the number of non affiliated directors attending the board of directors is less than three, the board of directors shall directly submit the matter to the general meeting of shareholders of the listed company for deliberation. The independent directors shall express their opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the legitimate rights and interests of the company and minority shareholders, whether they solicit the opinions of employees before the launch of the plan, and whether there are ways to force employees to participate in the ESOP, such as apportionment and forced distribution.
(IV) the board of supervisors is responsible for expressing opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company, whether it damages the legitimate rights and interests of the company and minority shareholders, whether it solicits the opinions of employees before the plan is launched, and whether there are forced employees to participate in the employee stock ownership plan by means of apportionment and forced distribution.
(V) the board of directors shall announce the resolutions of the board of directors, the draft employee stock ownership plan, the opinions of independent directors, the opinions of the board of supervisors and other documents within 2 trading days after the deliberation and approval of the employee stock ownership plan.
(VI) the company employs a law firm to issue legal opinions on whether the ESOP and its related matters are legal and compliant, whether necessary decision-making and approval procedures have been performed, and announce the legal opinions 2 trading days before the shareholders’ meeting.
(VII) when the general meeting of shareholders is convened to review the ESOP, the shareholders associated with the ESOP shall withdraw from voting. The general meeting of shareholders will adopt the combination of on-site voting and online voting. The ESOP can be implemented after being approved by more than half of the effective voting rights attending the general meeting of shareholders.
(VIII) hold a meeting of the holders of the employee stock ownership plan, elect members of the management committee, clarify the specific matters of the implementation of the employee stock ownership plan, and timely disclose the convening of the meeting and relevant resolutions.
(IX) the company implements the employee stock ownership plan, completes the purchase of the underlying shares within 6 months after the approval of the employee stock ownership plan by the general meeting of shareholders, and announces the time, quantity, price, method and other details of the purchase of shares once a month. At the same time, the company shall make an announcement within two trading days after the purchase or transfer of the underlying shares of the employee stock ownership plan is completed.
(x) other procedures required by the CSRC and Shenzhen Stock Exchange.
Article 4 determination basis and scope of ESOP holders
(I) basis for determining the holders of the employee stock ownership plan
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:
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;
2. Circumstances determined by the board of directors that it cannot become the holder of the employee stock ownership plan;
3. Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of the employee stock ownership plan.
(IV) scope of holders of the employee stock ownership plan
The holders of the employee stock ownership plan include the company’s directors (excluding independent directors), supervisors, senior managers, middle managers, core technical (business) personnel 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, accounting for 55.52% of the total number of 1459 employees of the company (as of September 30, 2021), 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.
Article 5 capital source of employee stock ownership plan
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 total amount of funds to be raised in the employee stock ownership plan shall not exceed 25 million yuan. The proportion of employees’ own funds to the incentive fund withdrawn by the company is 3:2, of which the employees’ own funds shall not exceed 15 million yuan and the incentive fund withdrawn by the company shall not exceed 10 million yuan. The company does not provide financial assistance such as advance, guarantee and loan to the holders in any way, nor does it have arrangements for a third party to provide rewards, subsidies, subsidies and other details for employees to participate in the employee stock ownership plan.
The company will recognize and measure the extracted incentive fund in accordance with relevant accounting standards. The extracted incentive fund shall recognize the relevant employee salaries payable and be included in the company’s costs.
Article 6 stock source and scale of employee stock ownership plan
(I) stock source of employee stock ownership plan
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.
(II) stock size of employee stock ownership plan
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. 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.
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.
Article 7 duration, lock-in period and assessment setting of employee stock ownership plan
(I) duration of employee stock ownership plan
1. 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. If the employee stock ownership plan is not extended at the expiration of its duration, it will be terminated automatically.
2. If all the underlying shares held by the employee stock ownership plan are sold, and the liquidation and distribution are completed according to the regulations, the employee stock ownership plan can be terminated in advance after being deliberated and approved by the holders’ meeting and the board of directors.
3. One month before the expiration of the duration of the employee stock ownership plan, if all the company’s shares held have not been sold, 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.
4. If the company’s shares held by the employee stock ownership plan cannot be fully realized before the expiration of the duration due to the suspension of trading or short window period of the company’s shares, 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.
5. The company shall disclose a suggestive announcement six months before the expiration of the duration of the employee stock ownership plan, stating the number of shares held by the expiring employee stock ownership plan and its proportion in the total share capital of the company.
6. A listed company shall disclose the number of shares held by the expired employee stock ownership plan and its proportion in the total share capital of the company and the disposal arrangements after the expiration at the latest when the duration of the employee stock ownership plan expires. If it is proposed to extend the term, it shall explain the differences from that before the extension item by item according to the disclosure requirements in article 7.8.7 of the guidelines for the standardized operation of gem, and perform the corresponding review procedures and disclosure obligations according to the provisions of the draft employee stock ownership plan.
(II) lock up period of employee stock ownership plan
1. The lock-in period of the employee stock ownership plan is 12 months. It will be unlocked in two phases 12 months from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan, as follows:
Unlocking schedule unlocking time unlocking proportion
From the last transfer of the subject stock announced by the company to the employee stock ownership plan
Unlock 50% of the first batch
12 months from the date of designation
From the last transfer of the subject stock announced by the company to the employee stock ownership plan
Unlock 50% in the second batch
24 months from the date of designation
The shares derived from the underlying shares obtained by the employee stock ownership plan due to the distribution of stock dividends and the conversion of capital reserve by the listed company shall also comply with the above share locking arrangements.
2. Transaction restrictions of the employee stock ownership plan
The employee stock ownership plan will strictly abide by the market trading rules and the relevant provisions of the China Securities Regulatory Commission and 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 is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
(2) Ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
In case of any change in relevant laws, administrative regulations, departmental rules or normative documents in the future, the new requirements shall prevail.
3. Explanation on the rationality and compliance of the lock-in period of the employee stock ownership plan
The lock period of the employee stock ownership plan is set on the principle of equal incentives and constraints. On the basis of the company’s equity ownership plan, the company can set a more unified incentive and effective restriction on the interests of the company’s shareholders, so as to further achieve the corresponding development of the company’s employees and shareholders.
(III) performance evaluation of employee stock ownership plan
1. The income from the employee stock ownership plan is divided into the income of the corresponding share of the employee’s self owned capital contribution (hereinafter referred to as “self owned capital income”) and the incentive fund
