Securities abbreviation: Lianchuang Electronic Technology Co.Ltd(002036) securities code: 002036 bond abbreviation: 18 Lianchuang bond Code: 112684 bond abbreviation: Lianchuang convertible bond Code: 128101 Lianchuang Electronic Technology Co.Ltd(002036)
Phase II employee stock ownership plan
(updated draft)
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. Lianchuang Electronic Technology Co.Ltd(002036) (hereinafter referred to as "the company" or "the company") phase II employee stock ownership plan (hereinafter referred to as "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.
2. After the establishment of the employee stock ownership plan, the company will manage it by itself, set up a management committee to exercise shareholders' rights on behalf of the employee stock ownership plan, or hire external professional institutions to provide asset management, consulting and other services for the employee stock ownership plan according to actual needs.
3. The contribution amount, source and implementation plan of the employee stock ownership plan are preliminary results, and there are still uncertainties.
4. Employees shall follow the principles of legal compliance, voluntary participation and risk bearing. If the employee's subscription fund is low, there is a risk that the employee stock ownership plan will not be established; If the subscription funds of employees are insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale.
5. The stock price of the company is affected by many complex factors such as macroeconomic cycle, business performance, economic situation and capital market environment. Stock trading has certain risks, and investors should be fully prepared for it.
6. 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) Lianchuang Electronic Technology Co.Ltd(002036) phase II employee stock ownership plan (Draft) is in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, 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 and regulations Normative documents and the provisions of the Lianchuang Electronic Technology Co.Ltd(002036) articles of Association (hereinafter referred to as the "articles of association").
(II) the employee stock ownership plan follows the principle of independent decision and voluntary participation of the company. There is no situation that employees are forced to participate in the employee stock ownership plan by means of apportionment and forced distribution. Qualified employees participate in the employee stock ownership plan in accordance with the principle of legal compliance, voluntary participation and risk bearing.
(III) the participants of the employee stock ownership plan shall meet the relevant standards of the company.
(IV) the total capital of the employee stock ownership plan is no more than 100 million yuan and no less than 50 million yuan. The "share" is taken as the subscription unit, and the share of each is 1 yuan. The maximum number of shares of the employee stock ownership plan is 100 million. The final scale of the employee stock ownership plan is determined according to the actual contribution amount, and the source of funds is the legal salary of the company's employees, self raised funds and other legal ways allowed by laws and regulations.
(V) after the ESOP is approved by the general meeting of shareholders, the board of directors intends to entrust the Management Committee of the ESOP or the management and other personnel and methods allowed by laws and regulations to handle the matter. (VI) the number of shareholders contributing to the ESOP shall not exceed 18, including 11 directors (excluding independent directors), supervisors and senior managers, and no more than 7 middle-level managers and core backbones of other companies and subsidiaries. The specific number of holders shall be determined according to the actual contribution.
(VII) the ESOP intends to acquire and hold the company's shares through secondary market purchase (including but not limited to centralized bidding, block trading, etc.) and other means permitted by laws and administrative regulations. The maximum amount of funds raised by the employee stock ownership plan is 100 million yuan. According to the closing price of the company's shares of 17.09 yuan / share on the trading day before the board of directors held the review of the employee stock ownership plan, the number of shares of the company that can be purchased and held by the employee stock ownership plan shall not exceed 5851400 shares, accounting for 0.55% of the total existing share capital of the company. In view of the uncertainty of the date and price of the actual purchase of the ESOP shares, the number of shares held by the ESOP is uncertain.
As of the announcement date of this draft ESOP, the company has no other existing ESOP. After the implementation of the employee stock ownership plan, the cumulative 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 cumulative number of shares corresponding to the shares held by any holder shall not exceed 1% of the total share capital of the company. The number of shares held by the employee stock ownership plan does not include the shares purchased by employees in the secondary market and obtained through equity incentive.
(VIII) the employee stock ownership plan is managed by the company itself. The company establishes an employee stock ownership plan management committee as the manager of the employee stock ownership plan to exercise shareholder rights on behalf of the employee stock ownership plan. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of ESOP holders. During the duration of the ESOP, the management committee may employ relevant professional institutions to provide management, consulting and other services for the daily management of the ESOP.
(IX) the duration of the employee stock ownership plan is 24 months, and the lock-in period of the underlying shares obtained is 12 months, which is calculated from the date when the draft is deliberated and approved by the general meeting of shareholders and the company announces the completion of the last purchase of the underlying shares. After performing the procedures specified in the draft, the board of directors may extend the employee stock ownership plan according to the market conditions.
(x) Zeng Jiyong, the chairman and President of the company, plans to participate in the employee stock ownership plan and acts in concert with Han Shenglong, the actual controller of the company. In addition to the above, the ESOP has no relationship with other directors, supervisors and senior managers of the company, and there is no agreement or arrangement for concerted action.
（11） Before implementing the employee stock ownership plan, the company has solicited employees' opinions through the enlarged meeting of trade union members.
（12） After the draft of the employee stock ownership plan is proposed and approved by the board of directors, a notice of convening the general meeting of shareholders will be issued to submit the general meeting of shareholders to review the employee stock ownership plan and authorize the board of directors to handle relevant matters. The employee stock ownership plan can be implemented only after it is reviewed and approved by the general meeting of shareholders. The company's shares shall be obtained in the way permitted by laws and regulations within 6 months after the general meeting of shareholders adopts the employee stock ownership plan.
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 shareholders with an online voting platform through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange, and shareholders can exercise their voting rights during online voting time. The company will count the votes of small and medium-sized investors separately and disclose them publicly.
（13） The company's financial, accounting treatment, tax and other issues related to the 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 to be paid by employees due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
（14） After the implementation of the employee stock ownership plan, the company's control will not change, nor will the company's equity distribution fail to meet the requirements of listing conditions.
catalogue
interpretation...... Chapter I purpose and principle of employee stock ownership plan 8 Chapter II participants and scale of employee stock ownership plan Chapter III scale, capital and stock source of employee stock ownership plan Chapter IV duration, lock-in period, change and termination of employee stock ownership plan Chapter V Management Mode and management organization of employee stock ownership plan Chapter VI rights and obligations of the company and its holders 20 Chapter VII disposal and distribution of share rights and interests of employee stock ownership plan 22 Chapter VIII relationship and concerted action relationship of employee stock ownership plan Chapter IX procedures for implementing employee stock ownership plan 26 Chapter X Supplementary Provisions twenty-seven
interpretation
Unless otherwise specified, the following words have the following meanings in this article: Lianchuang Electronic Technology Co.Ltd(002036) , the company and the public refer to Lianchuang Electronic Technology Co.Ltd(002036) (including branches, subsidiaries and listed companies)
This employee stock ownership plan refers to the Lianchuang Electronic Technology Co.Ltd(002036) second phase employee stock ownership plan
The draft employee stock ownership plan refers to the Lianchuang Electronic Technology Co.Ltd(002036) second phase 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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Self regulatory guideline No. 1 refers to the self regulatory guideline No. 1 for listed companies of Shenzhen Stock Exchange - standardized operation of listed companies on the main board
The management measures refer to the Lianchuang Electronic Technology Co.Ltd(002036) employee stock ownership plan management measures
The duration of the ESOP is calculated from the date when the draft is deliberated and approved by the general meeting of shareholders of the company and the duration of the company's announcement refers to the date when the last purchase of the underlying shares is completed
The lock-in period refers to 12 months from the date when the draft is deliberated and approved by the general meeting of shareholders of the company and the company announces the completion of the last purchase of the underlying shares
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 underlying stock refers to Lianchuang Electronic Technology Co.Ltd(002036) a ordinary shares
The articles of association refers to the Lianchuang Electronic Technology Co.Ltd(002036) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
In this paper, if the total number is inconsistent with the mantissa of the sum of each sub item value, it is caused by rounding.
Chapter I purpose and principle of employee stock ownership plan
1、 Purpose
In order to further establish and improve the company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company's directors, supervisors, senior managers, middle managers and core backbone, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, Based on the confidence in the future development of the company and the judgment on the rationality of the company's valuation, this employee's share holding plan is formulated in accordance with the company law, securities law, guiding opinions, self regulatory guidance No. 1 and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association.
2、 Basic principles
(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 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.
(II) principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the principle of independent decision of the company and voluntary participation of employees. The company does not force 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 II holders and scale of ESOP
1、 Determination criteria and scope of ESOP holders
The holder of the ESOP is determined in accordance with the company law, securities law, guiding opinions, self regulatory guidance No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The company's employees participate in this ESOP in accordance with the principles of voluntary participation, legal compliance and risk bearing.
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 working in the company and its subsidiaries;
3. Key employees working in the company and its subsidiaries;
4. Other employees recognized by the board of directors of the company.
2、 Total number of ESOP holders and proposed subscription
The total number of employees participating in the employee stock ownership plan shall not exceed 18, including 11 directors (excluding independent directors), supervisors and senior managers of the company, and no more than 7 middle managers and core backbones of other companies. Holder's intention
