Securities abbreviation: Shanghai Golden Bridge Infotech Co.Ltd(603918) securities code: 603918 Shanghai Golden Bridge Infotech Co.Ltd(603918)
Employee stock ownership plan from 2022 to 2024
(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 employee stock ownership plan, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
(I) Shanghai Golden Bridge Infotech Co.Ltd(603918) (hereinafter referred to as " Shanghai Golden Bridge Infotech Co.Ltd(603918) " and "the company") the employee stock ownership plan (Draft) from 2022 to 2024 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;
(II) the employee stock ownership plan will be managed by the company after its establishment, but there is uncertainty about whether it can reach the scale and objectives of the plan;
(III) the specific capital source, capital contribution amount and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed;
(IV) if the employee's subscription fund is low, there is a risk that the employee stock ownership plan will not be established; If the employee contribution is insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale;
(V) the stock price is affected by the company's operating performance, macroeconomic cycle, political and economic situation outside China, investor psychology and other complex factors. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it;
(VI) please make careful decisions and pay attention to investment risks.
hot tip
The abbreviations of words in this part are consistent with the "interpretation".
1. Shanghai Golden Bridge Infotech Co.Ltd(603918) the employee stock ownership plan from 2022 to 2024 (hereinafter referred to as "Employee Stock Ownership Plan" or "Stock Ownership Plan") 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 guidance on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws, administrative regulations and rules Formulation of 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 employee stock ownership plan is managed by the company itself, and an employee stock ownership plan management committee is established as the management Party of the employee stock ownership plan to exercise shareholders' 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 the holders of the employee stock ownership plan. During the duration of the shareholding plan, the management committee may hire relevant professional institutions to provide management, consulting and other services for the daily management of the shareholding plan. 4. The employee stock ownership plan will be established and implemented in a rolling manner from 2022 to 2024. The specific launch time and number of launch periods each year shall be subject to the actual implementation of the company. The first phase of the employee stock ownership plan will be established and implemented in 2022, and each phase of the employee stock ownership plan will exist independently.
5. The objects participating in the ESOP include: Directors (excluding independent directors), supervisors, senior managers, core managers and key employees of the company (including subsidiaries). The participants in the first phase of the employee stock ownership plan are 45 directors (excluding independent directors), supervisors, senior managers, core managers and core backbone employees of the company (including subsidiaries). The final participants are determined according to the actual payment. 6. The capital source of the employee stock ownership plan is self raised by employees and other methods permitted by laws and administrative regulations.
The capital source of the first phase of the employee stock ownership plan is the self raised funds of employees. The maximum amount of funds to be raised is 4.36 million yuan, with "shares" as the subscription unit, and each share is 1.00 yuan. The specific share shall be determined according to the actual contribution amount. The company shall not provide advance, guarantee, loan and other financial assistance to the holder.
7. The stock sources of ESOP include: (1) the listed company repurchases its own shares; (2) Other methods permitted by laws and administrative regulations.
The stock source of the first phase of the employee stock ownership plan is Shanghai Golden Bridge Infotech Co.Ltd(603918) a ordinary shares repurchased by the company's special account for repurchase.
The company held the 25th meeting of the Fourth Board of directors on November 16, 2021, and deliberated and adopted the proposal on the scheme of repurchasing the company's shares by means of centralized bidding transaction. It is agreed that the company will use its own funds to buy back the company's shares in the form of centralized bidding transaction and use them to implement the employee stock ownership plan. As of January 31, 2022, the company has repurchased 1114249 shares in the form of centralized bidding transaction, accounting for 0.30% of the total share capital of the company. At present, the repurchase plan has not been completed, and the subsequent ESOP will obtain the company's shares repurchased by the company through non trading transfer and other ways permitted by laws and regulations.
The number of target shares to be held in the first phase of the ESOP is no more than 888000 shares, accounting for about 0.24% of the total share capital of the company on the announcement date of the draft ESOP.
The total number of shares held by the established and existing ESOP in each period shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the shares of the ESOP held by a single employee (including each period) shall 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 employees before the company's initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive. At present, there is still uncertainty about the purchase of the final underlying shares, and the final number of shares held shall be subject to the actual implementation.
8. The purchase price of the company's repurchased shares in the first phase of the employee stock ownership plan is 4.91 yuan / share. The purchase price shall not be lower than the higher of the following prices: (1) 50% of the average trading price of the company's shares on the trading day before the announcement of the draft shareholding plan is 4.91 yuan / share; (2) 50% of the average trading price of the company's shares 120 trading days before the announcement of the draft shareholding plan is 4.41 yuan / share.
9. Duration and lock-in period of Employee Stock Ownership Plan: this employee stock ownership plan is a medium and long-term incentive policy. It is planned to be launched for three consecutive years and set up three independent employee stock ownership plans from 2022 to 2024; If the equity transfer period of the company does not meet the conditions of the current employee stock ownership plan, it shall be one-time distributed from the date of announcement to the last 24 months after the last assessment period of the current employee stock ownership plan is unlocked. After the expiration of the duration, the current stock ownership plan shall be terminated, or it can be extended after being submitted to the board of directors for deliberation and approval by the ESOP Management Committee. The board of directors is authorized to review the implementation of the subsequent stock ownership plans.
The lock up period of the underlying stock obtained by each employee stock ownership plan is 12 months, which is calculated from the date when the company announces the transfer of the last underlying stock to the name of the current employee stock ownership plan. On the premise of meeting the relevant assessment conditions, unlock and distribute the rights and interests to the holders at one time.
10. The financial and accounting treatment and taxation 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 personal income tax paid by employees due to the implementation of each period of the stock ownership plan shall be borne by the employees themselves.
11. After the board of directors of the company reviews the ESOP and has no objection, the company will issue a notice of convening the general meeting of shareholders to review the ESOP. 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 ESOP can only be implemented after being approved by the general meeting of shareholders of the company.
12. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Special tips 4 interpretation 8 I. purpose of employee stock ownership plan 9 II. Basic principles of employee stock ownership plan 9 III. determination basis and scope of ESOP holders 9 IV. capital source, stock source, scale and purchase price of employee stock ownership plan 11 v. duration, lock-in period and performance evaluation of employee stock ownership plan 13 VI. participation mode of employee stock ownership plan during the company's financing during the duration 15 VII. Asset composition and equity distribution of employee stock ownership plan 15 VIII. Change and termination of employee stock ownership plan and disposal of holder's rights and interests 16 IX. disposal of shares after the expiration of the employee stock ownership plan 19 X. accounting treatment of employee stock ownership plan 19 Xi. Rights and obligations of the company and its holders 20 XII. Management mode of employee stock ownership plan 21 XIII. Procedures for the implementation of employee stock ownership plan 27 XIV. Other important matters twenty-eight
interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows:
Shanghai Golden Bridge Infotech Co.Ltd(603918) / company / the company refers to Shanghai Golden Bridge Infotech Co.Ltd(603918)
The employee stock ownership plan / stock ownership plan refers to the employee stock ownership plan from Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 to 2024
The draft employee stock ownership plan refers to the Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022-2024 employee stock ownership plan (Draft)
The measures for the administration of employee stock ownership plans refer to the measures for the administration of employee stock ownership plans from Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 to 2024
Holders refer to the employees of the company participating in the employee stock ownership plan, including directors (excluding independent directors), supervisors, senior managers, core managers and core backbone employees of the company (including subsidiaries)
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
Senior managers refer to the general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other personnel specified in the articles of association of the company
Shanghai Golden Bridge Infotech Co.Ltd(603918) shares and company shares refer to Shanghai Golden Bridge Infotech Co.Ltd(603918) A shares of common stock
The underlying stock refers to Shanghai Golden Bridge Infotech Co.Ltd(603918) a ordinary shares purchased and held by the employee stock ownership plan through legal means
CSRC refers to the China Securities Regulatory Commission
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Articles of association means the Shanghai Golden Bridge Infotech Co.Ltd(603918) articles of association
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
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.
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 and other relevant laws, administrative regulations, rules, normative documents and the articles of association.
The directors, supervisors, senior managers and employees of the company voluntarily, legally and legally participate in the employee stock ownership plan, and the purpose of holding the company's shares is to:
(I) establish and improve the benefit sharing mechanism between workers and owners;
(II) further improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, and promote the long-term, sustainable and healthy development of the company;
(III) it helps to fully mobilize the sense of responsibility of the company's employees to the company, attract and retain excellent management talents and key employees, and further enhance the cohesion of employees and the development vitality of the company.
2、 Basic principles of employee stock ownership plan
1. 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.
2. Principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the independent decision of the company, and the employees participate voluntarily. The company does not force the employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
3. 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.
3、 Determination basis and scope of ESOP holders
(I) determination basis of ESOP holders
The holder of the ESOP is determined in accordance with the company law, securities law, guiding opinions and other relevant laws, regulations, rules and the articles of association. The company's employees participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
(II) scope of ESOP holders
The scope of personnel participating in the ESOP includes directors (excluding independent directors), supervisors, senior managers, core managers and core backbone employees of the company (including subsidiaries).
All participants must sign labor contracts or employment contracts with the company or subsidiaries within the validity of the employee stock ownership plan.
(III) list of holders of employee stock ownership plan and share distribution
The specific number of participants, the list of participants and their distribution proportion in each period will be confirmed by the board of directors of the company. The specific number of participants shall be determined according to the selection and distribution of the company and the actual payment of employees.
The participants of the first phase of the employee stock ownership plan are 45 directors, supervisors, senior managers, core managers and core backbone employees of the company. The current employee stock ownership plan takes "shares" as the subscription unit, and each share is 1.00 yuan. It is proposed to raise funds
