Suzhou Co., Ltd
Management measures for phase II employee stock ownership plan
Chapter I General Provisions
Article 1 in order to standardize the implementation of the second phase of the employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan” or “the employee stock ownership plan” or “the plan”) of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. (hereinafter referred to as “the company law of the people’s Republic of China” and “Securities Law of the people’s Republic of China” The guiding opinions on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “guiding opinions”), 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 “standardized operation of listed companies on the main board”) and other relevant laws, administrative regulations and rules These management measures are formulated in accordance with the normative documents and the articles of association of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. and the second phase of employee stock ownership plan (Draft) of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. (hereinafter referred to as “second phase of employee stock ownership plan (Draft)”).
Chapter II Formulation of employee stock ownership plan
Article 2 purpose and significance of employee stock ownership plan
(I) establish and improve the long-term benefit co construction and sharing mechanism between workers and owners, which is conducive to maximizing the value of the company and shareholders, and realizing the harmonious unity of value creation, value discovery and value distribution;
(II) it is conducive to enhance the attractiveness and cohesion of the company, gather excellent talents to join through the traction of system and mechanism, and improve the core competitiveness of the company;
(III) it is conducive to further improving corporate governance and promoting the sustainable, healthy and efficient development of the company.
Article 3 basic principles of ESOP
(I) 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.
(II) principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) 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.
Article 4 participants and determination criteria of employee stock ownership plan
(I) scope of participants of employee stock ownership plan
The participants of the ESOP are: (1) directors (excluding independent directors), supervisors and senior managers of the company (including holding subsidiaries); (2) The core and key employees of the company who are officially in charge; (3) Other formal employees nominated by the president of the company and the president of each business division and approved by the chairman of the company.
Under any of the following circumstances, they cannot become participants:
(1) Being denounced or declared inappropriate by the stock exchange in the last three years;
(2) Within the last three years, he has been given administrative punishment by the CSRC for major violations of laws and regulations; (3) In the last three years, the company’s interests, reputation and image have been seriously damaged 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 in violation of public order and good customs, company rules and regulations, professional ethics and ethics;
(4) Those who are nominated by the president of the company and the presidents of all business divisions and approved by the chairman of the company cannot become the holders of the employee stock ownership plan;
(5) Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of the employee stock ownership plan.
(6) Employees whose annual performance in the previous year was grade D or grade C for two consecutive years.
(7) Non competition agreement with the company.
(II) criteria for determining participants of employee stock ownership plan
1. Comply with the requirements of relevant laws and regulations such as the company law, the securities law, the guiding opinions, the standardized operation of listed companies on the main board and so on.
2. Participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
(III) participants and distribution proportion of this ESOP
When the ESOP is established, the total capital shall not exceed 250 million yuan. The “share” is taken as the subscription unit, and each share is 1.00 yuan. The upper limit of the number of shares of the ESOP is 250 million. The total number of employees to participate in the subscription is no more than 150. The specific number of participants and final subscription are determined according to the actual payment of employees. The proposed participants and shares are as follows:
Name and Title: the proportion of the upper limit of the proposed capital contribution to the employee stock ownership plan
(10000 yuan) case (%)
Chen Weiming, deputy general manager 800 3.2
Bao bin, deputy general manager 800 3.2
Zhu bin, director and Secretary of the board of directors 800 3.2
Wang Jing employee supervisor 400 1.6
Cai Zhou supervisor 400 1.6
Other employees (≤ 145 persons) 2180087.2
Total ≤ 150 persons 25 Tcl Technology Group Corporation(000100)
The employee becomes the holder of the employee stock ownership plan after the actual contribution. If the subscription fund is not paid in full and on time, it will be deemed that the corresponding subscription right is automatically waived. The board of directors of the company can adjust the list of participants (including directors, supervisors and senior managers of the company) and their subscription shares according to the actual payment of employees, and the final number of participants The list and the shares subscribed to the employee stock ownership plan shall be determined according to the actual contributions of employees.
The board of supervisors of the company shall verify the list of holders and explain the verification at the general meeting of shareholders. The lawyer employed by the company shall issue legal opinions on whether the qualification of the holder complies with the company law, securities law, guiding opinions, standardized operation of main board listed companies and other relevant laws and regulations, the articles of association and the plan (Draft).
After the implementation of the employee stock ownership plan, the cumulative stock of the subject stock involved in all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company at any time; Among them, the number of underlying shares corresponding to the shares of the employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company at any time. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees 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.
Chapter III capital source, stock source and scale of employee stock ownership plan
Article 5 capital source of employee stock ownership plan
The total capital of the employee stock ownership plan shall not exceed 250 million yuan, which comes from the legal salary of employees, self raised funds and funds (if any) raised by the employee stock ownership plan through financing methods allowed by laws and administrative regulations, in which the proportion of external financing amount to employee self raised funds shall not exceed 1:1. The capital leverage ratio complies with the relevant provisions of the guiding opinions on regulating the asset management business of financial institutions (Yin Fa [2018] No. 106). Whether the shareholding plan applies for financing from external financial institutions and the financing amount are uncertain, and the actual payment amount and the final implementation plan shall prevail. The company does not provide financial assistance to employees or guarantee their loans, and the employee stock ownership plan does not withdraw incentive funds from listed companies. However, in order to strengthen the long-term incentive effect on core employees and realize the co creation and sharing between the company and employees, Mr. Yan junxu, the actual controller of the company, provides breakeven guarantee for the principal of employees participating in the employee stock ownership plan (excluding the interest of external financing amount).
The specific amount and number of shares of the holders of the employee stock ownership plan are determined according to the actual contribution amount. The holder shall pay the subscription capital in full on schedule according to the number of subscription copies, and the payment time of the employee stock ownership plan shall be subject to the payment notice of the employee stock ownership plan. If the holder fails to pay the subscription funds on time and in full, he will automatically lose the corresponding subscription rights. The Management Committee of the second phase ESOP may adjust the list of employees and distribution proportion of the ESOP according to the payment of subscription money and changes of employees.
Article 6 stock source of employee stock ownership plan
After the employee stock ownership plan is approved by the general meeting of shareholders, the shares involved in the employee stock ownership plan are proposed to be purchased through the secondary market (including but not limited to block trading and bidding trading) or other ways permitted by laws and regulations. The employee stock ownership plan shall be purchased within 6 months after it is deliberated and approved by the general meeting of shareholders of the company.
Article 7 purchase price and scale of employee stock ownership plan
The upper limit of the total capital of the employee stock ownership plan is 250 million yuan, with “shares” as the subscription unit, and each share is 1.00 yuan. The specific share of the employee stock ownership plan shall be subject to the amount finally confirmed and paid by the employee. According to the calculation of the closing price of 20.18 yuan / share on the day when the company held the board of directors, the total number of subject shares that can be purchased and held by the employee stock ownership plan does not exceed 12.38 million shares, that is, it does not exceed 0.69% of the total existing share capital of the company as of the date of promulgation of this draft. The final purchase price and number of shares of the employee stock ownership plan shall be subject to the actual trading results.
Article 8 duration of employee stock ownership plan
1. The duration of the employee stock ownership plan is 36 months, calculated from the date when the company announces the completion of the last purchase of the underlying shares.
2. Two months before the expiration of the duration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after being approved by the management committee and submitted to the board of directors for deliberation and approval.
3. If the company’s shares held by the employee stock ownership plan cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of trading or short window period of the company’s shares, the duration of the employee stock ownership plan can be extended with the consent of the management committee and submitted to the board of directors for deliberation and approval.
Article 9 lock up period of employee stock ownership plan
1. The lock-in period of the employee stock ownership plan is 12 months from the date when the company announces the completion of the last purchase of the underlying shares. After the expiration of the lock-in period, the management committee has the right to sell the purchased underlying shares on its own according to the arrangement of the employee stock ownership plan and the market conditions at that time.
2. The ESOP will strictly abide by the market trading rules and the regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on not buying and selling stocks during the information sensitive period, and not buying and selling the company’s stocks during the following periods:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be from 30 days before the original announcement date to the final announcement date;
(2) Within 10 days before the announcement of the company’s performance forecast, performance express and quarterly report;
(3) From the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
(4) Other periods during which the CSRC and Shenzhen Stock Exchange or other laws and regulations stipulate that the company’s shares cannot be traded.
Chapter V participation mode of employee stock ownership plan in company financing
Article 10 during the duration of the employee stock ownership plan, when the company finances by means of non-public offering of shares, allotment of shares, convertible corporate bonds, etc., the management committee shall submit it to the holders’ meeting for deliberation and decision on whether to participate and the specific participation plan.
Chapter VI change, termination and continuous information disclosure of the current employee stock ownership plan
Article 11 change of employee stock ownership plan
During the duration, the change of the employee stock ownership plan shall be approved by more than 1 / 2 of the shares held by the holders attending the shareholders’ meeting and submitted to the board of directors of the company for deliberation and approval.
Article 12 termination of employee stock ownership plan
(I) when the duration of the current employee stock ownership plan expires, the employee stock ownership plan will be terminated.
(II) if all the company’s shares held by the employee stock ownership plan are sold, the stock ownership plan can be terminated in advance. (III) the duration of the employee stock ownership plan can be extended after being approved by the management committee and submitted to the board of directors for deliberation and approval two months before the expiration of the duration of the employee stock ownership plan; After the expiration of the extension period, the plan will terminate automatically.
Article 13 disclosure of information on the duration of the shareholding plan
During the duration of the employee stock ownership plan, the listed company shall timely perform the obligation of information disclosure in case of the following circumstances that have a significant impact on the employee stock ownership plan:
1. The employee stock ownership plan is changed or terminated in advance, or the relevant parties fail to implement the employee stock ownership plan as agreed;
2. The total number of shares corresponding to the shares obtained by a single employee has reached 1% of the total share capital of the company; 3. A third party other than the holder of the employee stock ownership plan puts forward a claim for the shares and funds of the employee stock ownership plan;
4. The lock-in period of the employee stock ownership plan expires;
5. Triggering arrangements such as revealing the details but failing to fulfill them as scheduled;
6. Other circumstances identified by Shenzhen Stock Exchange.
Chapter VII disposal of ESOP interests
Article 14 asset composition of employee stock ownership plan
(I) equity corresponding to the company’s shares;
(II) cash deposits and accrued interest;
(III) fund management withdrawal
