Stock Code: 002384 stock abbreviation: Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) listing place: Shenzhen Stock Exchange Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) 2022 shareholding plan for core managers and technical talents
(Draft)
February, 2002
statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1. The Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) 2022 shareholding plan for core managers and technical talents (Draft) was established 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, other relevant laws, regulations, normative documents and the provisions of the Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) articles of association.
2. The plan follows the principle of independent decision of the company and voluntary participation of employees. There is no situation that employees are forced to participate in the ESOP by means of apportionment and forced distribution. Qualified employees participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. This ESOP will be managed by the company itself. During the duration of the stock ownership plan, the ESOP Management Committee may employ relevant professional institutions to provide management, consulting and other services for the daily management of the stock ownership plan.
3. 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 ESOP is a "pilot" innovation of the company in improving the employee performance appraisal mechanism and long-term incentive mechanism. If the implementation effect of the plan meets the expectation, the company will choose to buy back shares in due time for the purpose of employee stock ownership plan and equity incentive plan.
4. The number of participants in the plan shall not exceed 350, and the company's directors, supervisors, senior managers, shareholders holding more than 5% and actual controllers shall not participate in the ESOP. The participation of the employee stock ownership plan is as follows:
Proportion of shares (shares) held by relevant personnel and positions in the shareholding plan
Directors, supervisors and senior managers of the company 0
Core management personnel and technical personnel (no more than 350) of the company and its subsidiaries 1366120 100%
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.
5. The number of shares corresponding to 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 (including employee stock ownership plans of each period) shall not exceed 1% of the total share capital of the company.
6. After the draft plan is proposed, reviewed and approved by the board of directors, a notice of convening the general meeting of shareholders will be issued, which will be submitted to the general meeting of shareholders to review the plan and authorize the board of directors to handle relevant matters. The plan can only be implemented after being deliberated and approved by the general meeting of shareholders.
7. The shareholders' meeting of the company to review the plan will adopt the combination of on-site voting and online voting. The company will provide online voting platform for shareholders of the company through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange, and shareholders can exercise their voting rights through the above system during online voting time. The company will count the votes of small and medium-sized investors separately and disclose them publicly.
8. 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.
9. The duration of the plan is 36 months, and the lock-in period of the underlying shares obtained is 12 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 transfer of the last underlying shares to the name of the employee stock ownership plan.
After the expiration of the lock-in period, the stock rights and interests held by the plan will be distributed to the holders in two phases according to the individual performance evaluation results, and the ownership proportion of each phase will be 50% and 50% respectively. 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 of the company.
10. The plan has been solicited from employees through the employee congress.
11. After the implementation of the plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Declare that 1 special tips 2 interpretation Section I implementation purpose, scheme planning and basic principles of employee stock ownership plan seven
1、 Implementation purpose seven
2、 Programme planning seven
3、 Basic principles Section 2 scale and holders of employee stock ownership plan nine
1、 The size of the ESOP nine
2、 Determination criteria, scope and verification of holders nine
(I) criteria for determining the holder nine
(II) scope of holders nine
(III) verification of the holder ten
Section III capital, stock quantity and source of employee stock ownership plan eleven
1、 Source of funds eleven
2、 Number and source of shares eleven
(I) number of shares eleven
(II) stock source eleven
Section IV duration, lock-in period and change of employee stock ownership plan twelve
1、 Duration twelve
2、 Lock up period twelve
(I) lock up period twelve
(II) unlocking arrangement twelve
(III) assessment thirteen
(IV) other instructions thirteen
3、 Change Section V shareholders' rights corresponding to the shares held by the employee stock ownership plan fourteen
Section VI management mode and management organization of employee stock ownership plan fifteen
1、 Management mode fifteen
2、 Management organization fifteen
(I) shareholders' meeting fifteen
(II) Management Committee seventeen
(III) matters authorized by the general meeting of shareholders to the board of Directors eighteen
Section VII asset disposal of employee stock ownership plan Section VIII accounting treatment of employee stock ownership plan and its impact on operating performance Section IX procedures for implementation of employee stock ownership plan Section 10 other matters twenty-three
interpretation
In the draft plan, unless otherwise specified, the following terms have the following meanings:
Explanatory item refers to the explanatory content
Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) , the company and the company refer to Suzhou Dongshan Precision Manufacturing Co.Ltd(002384)
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 draft plan and the draft refer to the shareholding plan for key management personnel and technical talents in Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) 2022 (Draft)
This employee stock ownership plan, this employee Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) 2022 core management stock ownership plan, employee stock ownership plan, refers to the stock ownership plan of personnel and technical talents
The holder refers to the employee stock ownership plan of the company
Holder's meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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 management measures for Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) employee stock ownership plan
General meeting means Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) general meeting of shareholders
Board of directors means the Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) board of directors
Board of supervisors refers to the Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) board of supervisors
The articles of association refers to the Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) articles of association
The duration of the employee stock ownership plan calculated from the date when the draft plan is considered and approved by the general meeting of shareholders and the company announces that the last renewal period refers to the date when the subject stock is transferred to the name of the plan
Lock up period refers to the period during which stock trading is not allowed from the date when the company announces the transfer of the last underlying stock to the name of the employee stock ownership plan
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section I implementation purpose, scheme planning and basic principles of employee stock ownership plan
1、 Implementation purpose
In recent years, the company has accelerated the pace of industrial expansion.
In 2016, it acquired the NASDAQ listed company mflex (Weixin Electronics) in the United States, and started the construction of Yancheng Suzhou Dongshan Precision Manufacturing Co.Ltd(002384) Industrial Park in 2017. In 2018, it acquired multek (Chaoyi Electronics), the printed circuit board manufacturing business entity of flex. In 2019, it established its overseas headquarters in Singapore, and in 2020, the company established a new operation and management structure to further strengthen the coordination of various industrial sectors. At present, the company is the third largest electronic circuit enterprise in the world (domestic capital first), a well-known supplier of base station communication equipment components and touch modules in the industry, and the first in the world in the small spacing segment of LED.
As an enterprise with investment and M & a driven industrial upgrading and continuous improvement of business quality, the rapid expansion of industrial scale and the increase of business 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. 2、 Programme planning
Considering the repurchased shares, profitability, human resources and future development held by the company, the company plans to establish an employee stock ownership plan for core managers and technical talents other than directors, supervisors and senior managers in 2022. 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
