Shenzhen S.C New Energy Technology Corporation(300724)
Management measures for employee stock ownership plan in 2022
Chapter I General Provisions
Article 1 in order to regulate the implementation of Shenzhen S.C New Energy Technology Corporation(300724) (hereinafter referred to as ” Shenzhen S.C New Energy Technology Corporation(300724) ” or “the company”) in 2022, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) 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 companies listed on GEM and other relevant laws, administrative regulations and rules The management measures for Shenzhen S.C New Energy Technology Corporation(300724) 2022 employee stock ownership plan (hereinafter referred to as “the measures”) is hereby formulated in accordance with the provisions of normative documents, the articles of association and the provisions of Shenzhen S.C New Energy Technology Corporation(300724) 2022 employee stock ownership plan (Draft).
Chapter II Formulation of employee stock ownership plan
Article 2 basic principles of employee stock ownership plan
(I) principle of legal compliance
The company will implement the ESOP in strict accordance with the provisions of laws and administrative regulations, perform corresponding procedures, and truly, accurately, completely and timely implement information disclosure. No one shall use the employee stock ownership plan to carry out insider trading, manipulate the securities market and other securities fraud.
(II) principle of voluntary participation
The implementation of this ESOP by the company will follow the principle of independent decision of the company and voluntary participation of employees. The company will not force employees to participate in this ESOP by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of this ESOP are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
Article 3 implementation procedures of employee stock ownership plan
(I) the board of directors of the company is responsible for drafting and revising the employee stock ownership plan on the basis of fully soliciting the opinions of employees through the employee congress and other organizations, submitting it to the general meeting of shareholders for approval, and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders.
(II) when the board of directors deliberates the draft ESOP, the independent directors shall express independent opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether the company forces employees to participate in the ESOP by means of apportionment and forced distribution.
(III) the board of supervisors of the company will express opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether the company forces employees to participate in the ESOP by means of apportionment and forced distribution.
(IV) the board of directors shall announce and disclose the resolutions of the board of directors, the summary of the draft of the employee stock ownership plan, the opinions of independent directors, the opinions of the board of supervisors, etc. within 2 trading days after the approval of the employee stock ownership plan.
(V) the company employs a law firm to issue a legal opinion on the ESOP.
(VI) the company issues the notice of convening the general meeting of shareholders and announces the legal opinion before the general meeting of shareholders. (VII) convene the general meeting of shareholders to review the ESOP. The general meeting of shareholders will adopt a combination of on-site voting and online voting. A resolution on the employee stock ownership plan shall be adopted by more than half of the voting rights held by the shareholders attending the meeting. The general meeting of shareholders shall announce and disclose the main terms of the employee stock ownership plan within 2 trading days after the approval of the employee stock ownership plan.
(VIII) the company shall perform the obligation of information disclosure on the implementation of this ESOP in accordance with the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange.
Article 4 participants of employee stock ownership plan
(I) participants and determination criteria
1. All participants of this ESOP must sign labor contracts or employment contracts with the company or its holding subsidiaries within the validity of this ESOP.
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. Under any of the following circumstances, they cannot become participants:
(1) Being denounced or declared inappropriate by the stock exchange in the past three years;
(2) Being given administrative punishment by the CSRC for major violations of laws and regulations in the last three years;
(3) 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;
(4) Outside the company, employees who are directly or indirectly engaged in businesses that compete with the company’s business, including but not limited to employees who directly or indirectly hold shares in companies that carry out competitive business, work part-time in companies that carry out competitive business or provide services to any companies or individuals that carry out competitive business, It shall not be the participant of this ESOP (the above-mentioned companies engaged in competitive business do not include the wholly-owned, holding and equity participating subsidiaries of the company); (5) Circumstances determined by the board of directors that it cannot become the holder of this ESOP;
(6) Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of this ESOP.
(II) scope of ESOP holders
The participants of the employee stock ownership plan are the company’s directors (excluding independent directors), senior managers, middle managers, core backbone and other employees recognized by the company’s board of directors. All participants must sign labor contracts or employment contracts with the company or its holding subsidiaries within the validity of the employee stock ownership plan. The total number of participants in this stock ownership plan shall not exceed 22, including 2 expected participating directors (excluding independent directors) and senior managers. The specific number of participants shall be determined according to the actual contributions of employees. The board of directors of the company may adjust the list of employees and distribution proportion of the shareholding plan according to the changes and assessment of employees.
Article 5 capital source and stock source of employee stock ownership plan
(I) source of funds
When the ESOP is established, the total amount of funds planned to be raised shall not exceed 100 million yuan, and “shares” shall be taken as the subscription unit, with each share of 1 yuan. The total number of shares of the ESOP in this period shall not exceed 100 million. The funds for the participants to subscribe for the shares of the employee stock ownership plan come from the participants’ legal salary, self raised funds and the funds (if any) raised by the employee stock ownership plan through financing. The employee stock ownership plan is planned to be financed by means permitted by laws and regulations, and the proportion between the financing amount and the self raised funds of employees in the employee stock ownership plan shall not exceed 1:1. The capital leverage ratio complies with the relevant provisions of laws, regulations and normative documents such as the guiding opinions on regulating the asset management business of financial institutions (Yin Fa [2018] No. 106).
Listed companies do not provide financial assistance to employees or guarantee their loans.
(II) stock source
The stock source of this ESOP is the secondary market purchase (including but not limited to competitive trading, block trading (including but not limited to the transfer of shares from the controlling shareholder), agreement transfer and other ways permitted by laws and regulations. The employee stock ownership plan will entrust asset management / trust products to purchase the underlying shares within 6 months after being deliberated and approved by the general meeting of shareholders of the company.
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 does not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share interests obtained by a single participant does not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by the participants before the listing of the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
Article 6 duration and lock-in period of ESOP
(I) duration
The duration of the employee stock ownership plan is 36 months, which can be extended from the date when the employee stock ownership plan is reviewed by the general meeting of shareholders.
(II) lock up period
The lock-in period of this ESOP is 12 months, starting from the time when the company announces the transfer of the last underlying stock to the name of asset management / trust products. After the lock expires, the specific unlocking proportion and quantity shall be calculated and determined according to the assessment results of the holder.
Article 7 assessment of employee stock ownership plan
In order to better implement the employee stock ownership plan and make the interests of employees consistent with the interests of the company, for this employee stock ownership plan, the company has set performance evaluation indicators at the holder level to evaluate the individual work performance of the holder in 2022. The holder can obtain the corresponding holding share only when the corresponding indicators are reached.
Personal performance appraisal is based on the existing performance management system of the company. The performance appraisal is carried out in accordance with the measures and relevant management systems of the company. The evaluation indicators include but are not limited to key performance indicators, work ability and work attitude. The company’s internal assessment grade and the unlocking coefficient of the share of this ESOP corresponding to the assessment grade are as follows:
Assessment grade excellent (a) excellent (b) good (c) qualified (d) unqualified (E)
Assessment score m ≥ 90 ＞ m ≥ 80 ＞ m ≥ 70 ＞ m ≥ 60 ＜ 60
Personal unlocking coefficient 100% 60% 0%
Actual unlocked share of the holder = share granted to the holder × Personal unlocking coefficient. After the expiration of the lock-in period, the management committee shall select an appropriate way to sell the underlying shares corresponding to the actually unlocked shares, and distribute the remaining income after deducting relevant taxes to the holders in accordance with the provisions of the plan.
The management committee has the right to recover the unlocked equity and shares of the shareholding plan, and the recovery price shall be determined according to the principle of the lower of the individual actual capital contribution cost of the holder of the underlying stock corresponding to the share and the fair value of the share held.
Chapter III Management of employee stock ownership plan
Article 8 management mode of employee stock ownership plan
The power of the holders of the employee stock ownership plan is the internal management meeting of the organization; A management committee shall be established at the shareholders’ meeting, and the management committee shall be authorized to supervise the daily management of the employee stock ownership plan, exercise shareholders’ rights on behalf of the holders or authorize the management organization to exercise shareholders’ rights, safeguard the legitimate rights and interests of the holders of the employee stock ownership plan and ensure the asset safety of the employee stock ownership plan, Avoid potential conflicts of interest between other shareholders of the company and holders of employee stock ownership plans.
Article 9 holders
The employee who actually paid the capital contribution to subscribe for the share of the employee stock ownership plan will become the share holder of the employee stock ownership plan. Each employee stock ownership plan share has equal rights and interests.
(I) the rights of the holder are as follows:
1. Enjoy the assets and income of the employee stock ownership plan according to the share of the employee stock ownership plan; 2. Attend the shareholders’ meeting in accordance with the provisions of the employee stock ownership plan and exercise the voting rights according to the shares held on the matters under consideration;
3. Supervise the management of ESOP and put forward suggestions or questions;
4. The holders of the employee stock ownership plan only enjoy the asset return right of the underlying shares held through the plan according to their actual shares, and authorize the management committee to exercise shareholder rights or the asset management institution to exercise shareholder rights;
5. Enjoy other rights stipulated in relevant laws, regulations or this employee stock ownership plan.
(II) the obligations of the holder are as follows:
1. Pay the subscription money in full and on time in accordance with the provisions of the employee stock ownership plan;
2. Comply with relevant laws, regulations and the provisions of this ESOP;
3. Bear the investment risk of the employee stock ownership plan according to the share of the employee stock ownership plan;
4. Comply with the resolutions of the shareholders’ meeting in force;
5. Undertake other obligations stipulated in relevant laws, regulations and the employee stock ownership plan.
Article 10 shareholders’ meeting
(I) functions and powers of the shareholders’ meeting
The shareholders’ meeting is the authority of the employee stock ownership plan. All holders have the right to attend the shareholders’ meeting and exercise their voting rights according to their shares. The holder may attend and vote at the meeting of holders in person or entrust an agent to attend and vote on his behalf. The travel expenses, board and lodging expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder.
The shareholders’ meeting shall exercise the following functions and powers:
(1) To elect and recall members of the Management Committee;
(2) Change, termination and extension of the duration of the employee stock ownership plan;
(3) During the duration of the employee stock ownership plan, when the company finances by means of allotment, additional issuance and convertible bonds, the management committee shall submit it to the holders’ meeting to consider whether to participate and the capital solution;
(4) Review and revise the management measures related to the employee stock ownership plan;
(5) Authorize the management committee to supervise the daily management of the employee stock ownership plan;
(6) Authorize the management committee to be responsible for the connection with the asset management organization;
(7) Authorize the management committee or asset management institution to exercise shareholders’ rights;
(8) Authorize the management committee to be responsible for the liquidation and property distribution of the employee stock ownership plan;
(9) Other matters that the Management Committee deems necessary to convene a shareholders’ meeting for deliberation.
(II) convening and voting procedures of the shareholders’ meeting
1. Convening and convening of shareholders’ meeting
The first holders’ meeting shall be convened and presided over by the chairman of the company or his authorized person, and the subsequent holders’ meeting shall be convened and presided over by the management committee and the director of the management committee. If the chairman of the management committee is unable to perform his duties, he shall appoint a member of the management committee to preside over the meeting.
Holders who individually or jointly hold more than 10% of the shares of the ESOP may submit interim proposals to the holders’ meeting, which must be submitted to the management committee 3 days before the holders’ meeting.
Holders who individually or jointly hold more than 10% of the shares of the employee stock ownership plan may propose to convene a holders’ meeting.
The management committee shall give a notice of the meeting 5 days in advance when convening the shareholders’ meeting. The notice of the meeting shall be delivered to all holders by direct delivery, mail, fax, e-mail or other means. The notice of the meeting shall at least include the time, place, method of holding the meeting, matters to be considered and the meeting
