Measures for the administration of shareholding plans of core managers and technical talents in 2022
February, 2002
Chapter I General Provisions
Article 1 in order to standardize the implementation of Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) (hereinafter referred to as “the company”, “the company” or ” Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) “) 2022 core management personnel and technical personnel stock ownership plan (hereinafter referred to as “the employee stock ownership plan” or “the employee stock ownership plan”), according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) Relevant laws, administrative regulations, rules, normative documents and the articles of association of Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) companies (hereinafter referred to as the articles of association), such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “self regulatory guidelines No. 1”) According to the provisions of Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) 2022 annual stock ownership plan for core managers and technical talents (Draft) (hereinafter referred to as “Employee Stock Ownership Plan (Draft)”), the measures for the administration of Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) 2022 annual stock ownership plan for core managers and technical talents (hereinafter referred to as “measures for the administration of Employee Stock Ownership Plan”) are hereby formulated. Chapter II implementation purpose, scheme planning and basic principles of employee stock ownership plan
Article 2 as an enterprise that drives industrial upgrading and continuous improvement of operation quality through investment and M & A, the rapid expansion of industrial scale and the increase of operation performance year by year are inseparable from the efforts of employees and the recognition of the company culture. At present, the number of employees of the company has exceeded 20000, with an average age of 34. The continuous stability of core management personnel and technical talents is of great significance to promote the future development of the company. At present, the company’s production bases are distributed in three places, namely Suzhou, Yancheng and Zhuhai. Expatriates live apart from their families all year round.
The operating entities mflex and multek, which have made great contributions to the company’s performance in recent years, are all from NASDAQ listed companies. At present, the company’s professional and international operation and management structure needs continuous improvement and breakthrough in the salary incentive system and system. The company’s strategy has reached a new level, which requires a more matched and innovative salary and performance incentive system. Establishing an innovative, scientific, fair, reasonable, executable and sustainable medium and long-term salary assessment and incentive system can improve employees’ happiness and loyalty to the company and better help the realization of the company’s strategic objectives.
Article 3 the company plans to establish an employee stock ownership plan in 2022 for core managers and technical talents other than directors, supervisors and senior managers after comprehensively considering the repurchase of shares, profitability, human resources and future development held by the company at present. This plan is an integral part of the annual salary of the company’s core management personnel and technical talents. The holders participating in the plan are optimistic about the long-term development of the company and are willing to grow together with the company and continue to share the value of the company’s growth. The implementation of this plan is a “pilot” innovation of the company in improving the employee performance appraisal mechanism and long-term incentive mechanism.
Although the plan does not set the company’s performance evaluation target and the holder does not need to pay the share consideration, it sets strict personal future performance evaluation requirements and income cashing cycle, so as to enhance the employees’ sense of gain and realize the high unity of personal interests and shareholders’ interests; The incentive object and award scale match the established assessment system of the company and the contribution of employees to the company. The overall scale of shares granted under the plan is relatively low (about 1%) compared with the scale of employee compensation of the company in 2021, which is a small-scale innovative attempt. If the implementation effect of the plan meets the expectation, the company will continue to buy back shares in due time in the future for the purpose of employee stock ownership plan and equity incentive plan.
Article 4 the basic principles of the plan are as follows:
1. Principle of legal compliance
The company implements the plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and implements information disclosure in a true, accurate, complete and timely manner. No one shall use the plan to engage in securities fraud such as insider trading and manipulation of the securities market.
2. Principle of voluntary participation
The company’s implementation of the plan follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in the plan by means of apportionment, forced distribution, etc.
3. Risk bearing principle
The participants of the plan shall bear their own profits and losses and risks as agreed in the plan, and have equal rights and interests with other investors. Chapter III scale and holders of employee stock ownership plan
Article 5 the shareholding scale of this plan is 1366120 shares, accounting for about 0.08% of the total share capital of the company on the announcement date of this draft.
After the implementation of the 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. The total number of shares held in this plan does not include the shares obtained by employees before the IPO of the company, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
Article 6 the holders of the plan are 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 the plan in accordance with the principles of voluntary participation, legal compliance and risk bearing. Article 7 the holders of this plan are the core management personnel and technical talents of the company and its subsidiaries. The holder works full-time in the company or its subsidiaries, receives salary and signs labor contracts.
The implementation of this plan is the “pilot” innovation of the company in improving the employee performance appraisal mechanism and long-term incentive mechanism. The company comprehensively considers the performance and salary structure of employees and determines the scope and scale of holders of the employee stock ownership plan. The number of participants in the plan shall not exceed 350.
Directors, supervisors and senior executives of the company do not participate in the plan, and shareholders holding more than 5% and actual controllers do not participate in the plan.
The board of directors of the company may adjust the list and distribution proportion of employees participating in the plan according to the changes and assessment of employees.
Article 8 the board of supervisors of the company will verify the list of plan holders and explain the verification at the general meeting of shareholders.
Chapter IV capital, stock quantity and source of employee stock ownership plan
Article 9 the plan does not require capital contribution from the holder. In addition to the account opening fee, handling fee and relevant taxes, employees do not need to pay other expenses. The sources of employees’ expenses are employees’ legal salary, self raised funds and other methods permitted by laws and administrative regulations.
Article 10 the shareholding scale of the plan is 1366120 shares, accounting for about 0.08% of the total share capital of the company on the announcement date of the draft plan.
After the implementation of the 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. The total number of shares held in this plan does not include the shares obtained by employees before the IPO of the company, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
Article 11 the stock source of this plan is Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) RMB ordinary shares (A shares) repurchased by the company’s special securities account through centralized bidding. After the plan is approved by the general meeting of shareholders of the company, some shares in the special securities account for repurchase will be transferred to the plan through non trading transfer and other means.
The company held the 13th meeting of the 5th board of directors on July 8, 2021, deliberated and approved the proposal on share repurchase scheme of the company, and agreed that the company would buy back part of the company’s shares through centralized bidding transaction through the trading system of Shenzhen stock exchange for the later implementation of employee stock ownership plan or equity incentive.
As of August 31, 2021, the share repurchase plan of the company has been implemented. The company has repurchased 5.3197 million shares of the company through centralized bidding through the special securities account for repurchase, accounting for 0.31% of the current total share capital of the company. The highest transaction price is 19.18 yuan / share and the lowest transaction price is 18.24 yuan / share, The total transaction amount is 100.4798 million yuan (excluding transaction costs).
Chapter V Duration, lock-in period and change of employee stock ownership plan Article 12 duration
1. The duration of the plan is 36 months, which is calculated from the date when the draft plan is considered and approved by the general meeting of shareholders and the company announces the last transfer of the underlying shares to the name of the employee stock ownership plan.
2. After the expiration of the lock-in period, when the assets of the plan are all monetary funds, the plan can be terminated in advance.
3. If all the shares are not sold before the expiration of the duration of the plan, the duration of the plan can be extended three months before the expiration of the duration of the plan, with the approval of more than 2 / 3 of the effective voting rights attending the holders’ meeting and the deliberation and approval of the board of directors.
Article 13 lock period
The lock up period of the plan is 12 months, which is calculated from the date when the draft plan is deliberated and approved by the general meeting of shareholders and the company announces the transfer of the last subject stock to the name of the plan.
During the lock up period, the plan shall not sell the company’s shares held by it; After the lock-in period expires, it will be vested in two periods on the premise of meeting the relevant personal performance appraisal conditions.
The specific arrangements are as follows:
Ownership arrangement ownership time ownership proportion
From the last transfer of the underlying stock announced by the company to the member
First batch 50%
At least 12 months from the date under the employee stock ownership plan
From the last transfer of the underlying stock announced by the company to the member
Second batch 50%
24 months from the date of ownership under the employee stock ownership plan
The shares derived from the underlying shares obtained under the plan due to the distribution of stock dividends and the conversion of capital reserves by listed companies shall also comply with the above share locking arrangements.
Individual assessment conditions: the plan will assess the individual’s performance according to the company’s performance evaluation system, and determine the proportion of rights and interests corresponding to the holder’s share after the lock-in period of the plan according to the results of the comprehensive evaluation.
Proportion of shares obtained after the completion of comprehensive evaluation
Qualified and above 100%
0 below acceptable
The rights and interests of the underlying shares that are not vested due to the comprehensive evaluation results shall be uniformly liquidated by the ESOP Management Committee at the expiration of the duration and used for the joint distribution of all holders with distribution rights in proportion.
All relevant entities of the plan must strictly abide by the market trading rules, abide by the provisions on not buying and selling stocks in the information sensitive period, and all parties shall not use the employee stock ownership plan to engage in securities fraud such as insider trading and market manipulation.
Article 14 alteration
Changes after the establishment of the plan shall be reviewed and approved by the shareholders’ meeting and submitted to the board of directors of the company for review and approval before implementation.
Chapter VI shareholders’ rights corresponding to the shares held by the employee stock ownership plan
Article 15 during the duration, the rights of shareholders corresponding to the shares held by the plan shall be determined in accordance with relevant laws and regulations. When the company finances by means of allotment, additional issuance and convertible bonds, the Management Committee of the holders shall discuss whether to participate and the capital solution, and submit it to the holders’ meeting for deliberation.
There is no association or concerted action relationship between the plan and the company’s controlling shareholders, actual controllers and their persons acting in concert, directors, supervisors, senior managers and existing employee stock ownership plans.
Due to the differences in stock source, transfer price and other aspects of employee stock ownership plans in each period, the company’s equity held by each employee stock ownership plan of the company in the same period is not calculated together.
Chapter VII management of employee stock ownership plan
Article 16 management mode
The plan is managed by the company itself.
(I) the general meeting of shareholders is the highest authority of the company, which is responsible for reviewing and approving the employee stock ownership plan.
(II) the ESOP reviewed and approved by the board of directors of the company can be implemented only after it is reviewed and approved by the general meeting of shareholders. The board of directors of the company shall handle matters related to the employee stock ownership plan within the scope authorized by the general meeting of shareholders.
(III) the board of supervisors of the company is responsible for verifying the list of holders and expressing opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company and whether it is harmful to the interests of the company and all shareholders.
(IV) independent directors express independent opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company and whether it is harmful to the interests of the company and all shareholders.
(V) the ESOP holders’ meeting is the highest authority within the ESOP, and there is a management committee under the ESOP. The ESOP holders’ meeting elects members of the ESOP Management Committee. The Management Committee of the employee stock ownership plan is composed of five members to supervise the daily management of the employee stock ownership plan, exercise shareholders’ rights on behalf of the holders of the employee stock ownership plan or authorize the management to exercise shareholders’ rights.
(VI) the Management Committee of the employee stock ownership plan is the manager of the employee stock ownership plan. It manages the assets of the employee stock ownership plan in accordance with the relevant regulations issued by the CSRC and other regulatory agencies and the management measures, and protects the legitimate rights and interests of the holders of the employee stock ownership plan to ensure the asset safety of the employee stock ownership plan.
(VII) the change, termination, extension and early termination of the ESOP shall be approved by the shareholders’ meeting in accordance with the management measures and then submitted to the board of directors for deliberation and approval.
