Thunder Software Technology Co.Ltd(300496)
Management system for core employees’ follow-up investment and innovation business (Draft)
Article 1 in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, other relevant laws and regulations, normative documents, the articles of association and relevant management systems of the company, the company formulates the management system for core employees’ follow-up investment and innovation business (hereinafter referred to as the “follow-up investment system”).
Article 2 the purpose of the company’s innovative business follow-up investment system is to explore and implement the new mechanism for the development of the company’s innovative business, enrich and improve the company’s incentive mechanism and assessment mechanism through practical test, respond to the new situation of the continuous development and changes in the Chinese and foreign markets, stimulate the innovation, entrepreneurial spirit and innovation motivation of the company’s employees, and promote the development of the company and its shareholders On the basis of balanced development and continuous progress of employees’ overall interests, shape the values of CO creation, sharing and sharing, establish a good and balanced value distribution system at different levels of the company, reduce and control the investment risk and operation risk of the company’s innovative business, improve the company’s core competitiveness and realize the long-term sustainable development of the company.
Article 3 in order to ensure the orderly implementation of the follow-up investment system, the company establishes an innovation business follow-up investment management team (hereinafter referred to as the “company follow-up investment management team”), headed by the chairman of the company, and the specific affairs are implemented through the office meeting of the general manager of the company.
The company’s follow-up investment management team is specifically responsible for determining the business field for implementing the follow-up investment of innovation business, the establishment and change of innovation business subsidiaries, the selection of follow-up investment employees, the establishment of follow-up investment platform, the amount of capital contribution and equity share distribution between the company and follow-up investment employees, and other relevant specific matters.
In accordance with relevant laws and regulations, normative documents, the articles of association and the company’s internal management system, if specific matters related to the implementation of the follow-up investment system and the management and operation of innovative business subsidiaries need to be submitted to the chairman of the board of directors, the board of directors or the general meeting of shareholders for deliberation and approval, they can be implemented only after passing the relevant deliberation procedures. Article 4 the innovative business of the company refers to the business that conforms to the long-term strategic development direction of the company, but the company has not yet developed or occupied a large market share, or has not yet possessed mature products and services, has a long investment cycle, and has great risks and uncertainties; Although it produces certain economic benefits, but needs to further expand investment, and still has great risks and uncertainties, it can also be used as innovative business.
Article 5 the innovative business implemented by the company can be the innovative business directly engaged by the company itself or the innovative business engaged by the wholly-owned or holding subsidiary of the company.
Article 6 the equity ratio or relevant equity share of the company in the innovation business subsidiary shall be determined according to the actual situation, but in principle, the company shall maintain the control position over the innovation business subsidiary implementing the follow-up investment plan, and the direct and indirect shareholding ratio, or equity share, or the voting right ratio of the controlled shareholders’ meeting or board of directors shall not be less than 50%.
The innovation business subsidiary may, in accordance with the provisions of the company on the equity incentive management system of the subsidiary, perform the corresponding review procedures, formulate and implement the equity incentive plan for the employees of the subsidiary.
The company can increase or decrease the proportion of equity in the innovation business subsidiary according to the needs of business development strategy and the actual operation of the innovation business subsidiary.
Article 7 the core employees of the company participating in the follow-up investment of innovation business may include: the company’s directors, the company’s core management personnel, the company’s core technical / business personnel participating in the research and decision-making of innovation business, excluding the personnel working full-time in the innovation business subsidiary and having a labor contract relationship with the innovation business subsidiary.
Follow up investment employees shall participate in the follow-up investment plan through the established shareholding platform.
Article 8 the participation of core employees in follow-up investment shall be based on the principle of voluntary investment and risk bearing, hold the rights and interests of innovation business subsidiaries and bear the corresponding risks. The company does not make any commitment or guarantee for the future development and profitability of the innovative business subsidiary.
Article 9 the company and the shareholding platform established by the investment staff jointly contribute to the establishment of the innovation business subsidiary. The price of the subscribed capital shall be the same, which is one yuan, and the registered capital of the innovation business subsidiary shall be one yuan.
If the established and existing subsidiaries of the company are deemed to be able to carry out follow-up investment in innovative business, the company can also participate in investment by means of capital increase and transfer at fair price through the introduction of follow-up investment ESOP platform.
Article 10 the organizational form of the co investment employee stock ownership platform is a limited partnership. The actual co investment employees sign the corresponding partnership agreement. The personnel designated by the co investment management team of the company serve as the executive partner of the employee partnership, and other co investment personnel work as limited partners. The establishment mode, capital contribution management mechanism and internal management mode of the ESOP platform shall be determined by the company’s follow-up investment management team, but shall not violate the provisions of the follow-up investment system and other internal management systems of the company. The relevant registration and filing expenses of the ESOP platform in the competent market supervision and administration authority shall be borne by the company or the innovation business subsidiary, and the internal management of the ESOP platform shall be implemented according to its organizational documents.
Article 11 in principle, the way of capital contribution of the employees who follow the investment and the subsidiaries of the employee stock ownership platform participating in the investment innovation business is cash, and they shall raise funds and bear their own risks to ensure that the source of investment funds is true and legal. The company (including subsidiaries) shall not provide any form of financial support (including but not limited to loans, guarantees or other financing facilities) for employees participating in follow-up investment and employee stock ownership platform.
Article 12 the investment follower shall work for the investment period and progress of the partners and actual investors of the shareholding platform on the shareholding platform, and the investment period and progress of the shareholding platform as the registered shareholder of the innovation business subsidiary. In principle, it shall not be later than the investment period and progress of the company in the innovation business subsidiary, which shall be implemented in accordance with the articles of association of the innovation business subsidiary. The investment follow-up staff shall pay the capital contribution in full and on time according to law without undue delay. If the company fails to make capital contribution or makes insufficient capital contribution after the notice, it shall be deemed to have waived the right to make capital contribution. The company’s follow-up investment management team has the right to cancel its follow-up investment qualification, and can adjust its follow-up investment share according to the actual situation or grant its share to other qualified core personnel. If the shareholder is disqualified, if there is part of the capital contribution, the principal of the capital contribution paid by him shall be refunded without interest.
Article 13 according to the follow-up investment plan made by the innovation business follow-up investment management team for specific innovation business subsidiaries at that time, reserved interests can be set up on the follow-up investment employee stock ownership platform. The distribution of reserved interests and the subscription price and subscription method of follow-up investment employees determined at that time in the future shall be implemented according to the follow-up investment plan and the organizational documents of the employee follow-up investment platform.
Article 14 except that the holding arrangement must be made according to the management system of reserved shares of the employee stock ownership platform, the follow-up investment employees shall not hold or entrust any other person to hold on behalf of any other person. During the follow-up investment period, the follow-up investment employees shall not transfer, donate, pledge or otherwise dispose of any interests directly or indirectly held by them in the innovation business subsidiary. With the consent of the company’s follow-up investment management team, follow-up investment employees can transfer their follow-up investment interests to other follow-up investment employees.
In case of resignation (including but not limited to voluntary resignation, dismissal or dismissal, etc.), incapacity or death of the actual co investment personnel from the company (including the company’s subsidiaries), the company’s co investment project management team has the right to require them to transfer all their co investment interests to other personnel of the company who meet the co investment qualification, and the transfer price is the amount of their actually paid capital contribution.
In case of such circumstances, the actual follow-up personnel shall unconditionally cooperate with the requirements of the company’s follow-up project management team.
The specific rights and obligations of the core employees participating in the follow-up investment process will be separately agreed in the organizational documents of the follow-up investment ESOP platform, the articles of association of the innovation business subsidiary and other relevant legal documents according to the relevant principles determined by the follow-up investment system, and shall not violate the provisions of the follow-up investment system and infringe on the legitimate rights and interests of the company. Article 15 the subsidiaries of the company’s innovative business shall operate independently, account independently and be responsible for their own profits and losses in accordance with the principle of marketization. Their business transactions and transactions with the company and its subsidiaries shall be based on the basic pricing principle of market fair price.
Article 16 the company supports innovation business subsidiaries to conduct external financing and capital operation in accordance with the law and regulations according to the actual situation of business development and the principle of marketization. The company and its investment partners can maintain and increase the value of their capital contributions through independent listing, equity transfer, equity acquisition, equity repurchase and other ways of innovation business subsidiaries.
According to the investment progress and business maturity of the innovation business subsidiary, the company can acquire the equity of the innovation business subsidiary held by the follow-up investment employee stock ownership platform at the fair price at that time.
Under the condition that the company has not transferred the equity of the innovation business subsidiary, the follow-up investment ESOP platform shall not transfer the equity of the innovation business subsidiary to any third party in principle, except with the approval of the company’s follow-up investment management team.
Article 17 the innovative business subsidiaries implementing the follow-up investment system involving foreign investment, related party transactions, external guarantees, internal reports on major matters, information disclosure and other matters shall be handled in accordance with relevant laws and regulations and relevant internal management systems of the company.
Article 18 the taxes and fees involved in the follow-up investment employees and the follow-up investment employee stock ownership platform shall be borne by the follow-up investment employees and the follow-up investment employee stock ownership platform in accordance with the laws and regulations and normative documents. Article 19 during the implementation of the follow-up investment system, if there are circumstances that affect the overall interests of the company, or the long-term sustainable development of the innovative business subsidiary, or need to be adjusted according to the requirements of the government regulatory authorities, the follow-up investment employees and the shareholding platform shall unconditionally assist and cooperate in accordance with the requirements of the company, and follow the principles of fairness, rationality, legal compliance and orderly adjustment, Assist the company to make corresponding adjustments.
Article 20 the follow-up investment system does not belong to the equity incentive of listed companies stipulated in the administrative measures for equity incentive of listed companies, nor does it belong to the employee stock ownership plan in the guidance on the pilot implementation of employee stock ownership plan by listed companies.
Article 21 in case of any conflict between the provisions of the follow-up investment system and the provisions of laws and regulations, normative documents and the articles of association, the provisions of laws and regulations, normative documents and the articles of association shall prevail.
Article 22 the follow-up investment system shall come into force after being deliberated and approved by the board of directors of the company, and the board of directors shall be responsible for the interpretation Thunder Software Technology Co.Ltd(300496) March 3, 2022
