Securities code: 300724 securities abbreviation: Shenzhen S.C New Energy Technology Corporation(300724) Shenzhen S.C New Energy Technology Corporation(300724) 2022 employee stock ownership plan (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.
Risk statement
1. Shenzhen S.C New Energy Technology Corporation(300724) the employee stock ownership plan in 2022 must be implemented 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. The specific capital source, contribution proportion and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed.
3. If the subscription fund of employees is low, there is a risk that the ESOP will not be established; If the subscription funds of employees are insufficient, there is a risk that the shareholding plan is lower than the expected scale.
4. The asset management / trust contract related to the employee stock ownership plan has not been signed, so there is uncertainty.
5. At present, asset management / trust products have not been established, and there may be a risk that asset management / trust products cannot be established due to changes in relevant regulatory policies in the future.
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
1. The Shenzhen S.C New Energy Technology Corporation(300724) 2022 employee stock ownership plan (Draft) (hereinafter referred to as “this Employee Stock Ownership Plan”) is Shenzhen S.C New Energy Technology Corporation(300724) (hereinafter referred to as “the company”, “the company” and ” Shenzhen S.C New Energy Technology Corporation(300724) “) 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, rules, normative documents and the provisions of the articles of association.
2. The employee stock ownership plan follows the principles of legal compliance, voluntary participation and risk bearing. There is no situation of compulsory employee participation in the employee stock ownership plan such as apportionment and forced distribution.
3. 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.
4. 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 specific amount and share of the holders of the employee stock ownership plan shall be determined according to the actual contribution amount. After the establishment of the employee stock ownership plan, an asset management / trust product will be established for management, and the sub shares of the asset management / trust product will be fully subscribed. The participants of this ESOP will become the share holders of the ESOP after subscribing for the shares of the ESOP.
5. The total amount of funds raised by the employee stock ownership plan shall not exceed 100 million yuan. 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. The proportion of the financing amount to the self raised funds of employees in the employee stock ownership plan shall not exceed 1:1. The final financing situation and amount shall be subject to the approval result of the entity providing financing. 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 employees with
6. Asset management / trust products shall set up priority shares and sub shares in the proportion of no more than 1:1, and the sub shares shall be fully subscribed by the employee stock ownership plan. The upper limit of share of asset management / trust products is 100 million copies, the price of each is 1 yuan, the upper limit of priority share is 50 million copies, and the upper limit of secondary share is 50 million copies. The investment scope of asset management / trust products mainly includes the purchase and holding of underlying stocks and cash products.
Mr. Yu Zhong and Mr. Zuo Guojun, the actual controllers of the company, take their own funds as the contribution amount of the self raised funds of the employees participating in the employee stock ownership plan, as well as the principal and interest of the financing funds. After the liquidation, they undertake the obligation of making up the difference. In principle, the obligation of making up the difference during the shareholding period of the stock ownership plan shall be borne by the employees themselves. If Mr. Yu Zhong and Mr. Zuo Guojun are unable to fulfill their promised guarantee obligations at that time, the risks of this ESOP shall be borne by the employees participating in this ESOP.
7. 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. 8. Based on the upper limit of the scale of asset management / trust products of 100 million yuan and the closing price of 76.79 yuan / share on February 18, 2022, the upper limit of the subject shares that asset management / trust products can buy and hold is about 1302300 shares, accounting for about 0.37% of the total share capital 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. 9. 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.
10. 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.
11. All holders, including directors and senior managers participating in the employee stock ownership plan, will waive their voting rights due to indirect holding of shares of the company.
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.
12. Before implementing the ESOP, the company will solicit the opinions of employees through the employee congress. After the board of directors of the company deliberates the employee stock ownership plan and has no objection, the company will issue a notice of convening the general meeting of shareholders to deliberate 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 management of the company is authorized to implement it after being approved by the general meeting of shareholders.
13. The financial and accounting treatment and tax and other issues of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the relevant financial system, accounting standards and tax system. The relevant taxes that employees need to pay 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 equity distribution of the company will not meet the requirements of stock listing conditions.
catalogue
interpretation…… 8 text 9 I. purpose of employee stock ownership plan 9 II. Basic principles 9 III. participants and determination criteria 9 IV. sources of funds and stocks 11 v. duration, lock-in period, change and termination of employee stock ownership plan 12 VI. assessment of employee stock ownership plan 13 VII. Management mode of employee stock ownership plan VIII. Selection and appointment of the management organization of the employee stock ownership plan, main terms of the contract and management expenses IX. participation mode of employee stock ownership plan during company financing 21 X. disposal methods of ESOP rights and interests 21 Xi. Procedures for implementing the employee stock ownership plan 23 XII. Relationship and concerted action relationship of the employee stock ownership plan 24 XIII. Others twenty-four
interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows: Shenzhen S.C New Energy Technology Corporation(300724) , the company and the company refer to Shenzhen S.C New Energy Technology Corporation(300724) employee stock ownership plan, and this employee refers to Shenzhen S.C New Energy Technology Corporation(300724) 2022 employee stock ownership plan
This employee stock ownership plan (draft refers to the Shenzhen S.C New Energy Technology Corporation(300724) 2022 plan) year employee stock ownership plan (Draft)
Asset management / trust products refer to asset management / trust products specially established by asset management institutions / trust institutions entrusted by the employee stock ownership plan for the plan
The underlying stock refers to the shares of Jiejia Weichuang purchased and held by asset management / trust products through legal means
Measures for the administration of employee stock ownership plans in Shenzhen S.C New Energy Technology Corporation(300724) 2022 of the administrative office of employee stock ownership plans
It refers to not less than 12 months from the date when the company announces the registration and transfer of the last underlying stock to the name of asset lock regular management / trust product. In case of any change in the regulatory policy in the future, the provisions of the regulatory policy shall prevail
The holder indicates the company’s employees who are eligible to participate in the employee stock ownership plan
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
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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
The regulatory guidelines refer to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies
Articles of association means the Shenzhen S.C New Energy Technology Corporation(300724) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Registration and settlement institution refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
text
1、 Purpose of employee stock ownership plan
The company has formulated the draft of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association.
The purpose of this ESOP is to establish and improve the long-term benefit sharing and risk sharing mechanism between workers and owners, so as to realize the consistency of the interests of shareholders, the company and employees; It is conducive to enhance the attractiveness and cohesion of the company, gather excellent talents and enhance the core competitiveness of the company; It is conducive to further improve corporate governance and promote the sustainable, healthy and efficient development of the company.
2、 Basic principles
(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.
3、 Participants and determination criteria
(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) By company
