Thunder Software Technology Co.Ltd(300496)
Equity incentive management system for employees of subsidiaries (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 equity incentive management system of subsidiaries of the company is formulated.
Article 2 the purpose of the company’s implementation of equity incentive for employees of subsidiaries is to enrich and improve various incentive mechanisms and assessment mechanisms of the company through practical test, shape the values of CO creation, sharing and sharing, and establish a good and balanced value distribution system at different levels of the company on the basis of promoting the balanced development and continuous progress of the overall interests of the company, shareholders and employees of the company, Fully mobilize the enthusiasm of senior managers, middle managers and core technology (business) backbone of wholly-owned subsidiaries and holding subsidiaries, so as to steadily improve the company’s performance and core competitiveness, realize the long-term sustainable development of the company, and ensure the realization of the company’s development strategy and business objectives.
Article 3 this system is applicable to subsidiaries at all levels within the scope of the company’s consolidated statements, including wholly-owned subsidiaries, holding subsidiaries, wholly-owned or holding subsidiaries of holding subsidiaries, etc. the subsidiaries planning to implement the equity incentive plan shall formulate their employee equity incentive plan according to this system, which shall be implemented after passing the review procedures specified in this system. Article 4 in order to ensure the orderly implementation of equity incentive for employees of subsidiaries:
1. The chairman of the company has the right to approve and decide on the specific plans of employee equity incentive of subsidiaries at all levels. 2. When the subsidiary implementing the employee incentive plan of the subsidiary is a first-class wholly-owned subsidiary of the company, the chairman of the company, on behalf of the company, is responsible for reviewing and approving the implementation, change and termination of the incentive plan and making the decision of the sole shareholder of the subsidiary.
3. When the subsidiary implementing the employee incentive plan of the subsidiary is the first-class holding subsidiary of the company, after the specific incentive plan is approved by the chairman of the company, the shareholders’ meeting of the company’s holding subsidiary shall perform the review procedures at the subsidiary level, review and approve the implementation, change and termination of the incentive plan, The shareholders’ meeting of the subsidiary may authorize the board of directors of the subsidiary to handle some matters related to the incentive plan within its authority, but shall not violate the specific incentive plan approved by the chairman of the company.
4. When the subsidiary implementing the employee incentive plan of the subsidiary is a subsidiary of the company at or below the second level, after the specific incentive plan is approved by the chairman of the company, the shareholders’ meeting of these subsidiaries shall perform the review procedures at the subsidiary level, review and approve the implementation, change and termination of the incentive plan, The shareholders’ meeting of such subsidiaries may authorize the board of directors of such subsidiaries to handle some matters related to the incentive plan within its authority, but shall not violate the specific incentive plan approved by the chairman of the company.
5. The board of directors (or executive directors) of subsidiaries at all levels, as the executive management organization of the incentive plan, is responsible for formulating their employee equity incentive plan, submitting it to the subsidiary’s shareholders’ meeting for deliberation (or the sole shareholder’s decision), and implementing it after being approved by the chairman of the company, and implementing relevant matters of the incentive plan within the scope of authorization of the subsidiary’s shareholders’ meeting (or the sole shareholder’s decision), Exercise the following functions and powers: (1) propose that the subsidiary’s shareholders’ meeting (or the sole shareholder decides) approve, change or terminate the incentive plan and explain the incentive plan; (2) Examine and approve the list of incentive objects, grant amount and distribution plan; (3) Examine and approve the list of incentive objects and the corresponding grant amount, and determine the grant date of rights and interests; (4) Examine and approve the records of rights granted / transfer / disposal of incentive objects; (5) Examine, approve and determine the withdrawal of incentive objects from the incentive plan; (6) Handle other matters related to equity incentive according to the authorization of the incentive plan. The chairman of the company has the final decision on the implementation of the above matters.
6. If the total amount of expenses recognized due to share based payment in the equity incentive to be implemented by the subsidiary accounts for more than 10% of the audited net profit of the company in the latest fiscal year, the equity incentive plan of the subsidiary shall be reviewed and approved by the board of directors of the company.
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 equity incentive plan for employees of subsidiaries need to be submitted to the board of directors or the general meeting of shareholders for deliberation and approval, they can be implemented only after the relevant deliberation procedures are passed.
7. The financial department, human resources department, legal department and other functional departments of the company assist the subsidiary in formulating and implementing the employee equity incentive plan.
Article 5 the equity incentive plan formulated by the board of directors (executive directors) of subsidiaries shall include the following contents (adjusted according to different incentive methods):
(1) Incentive object;
(2) Number of incentives;
(3) Incentive method: restricted equity or option
(4) Grant price or exercise price;
(5) Validity period, date of grant, exercise period and lock-in period of grant;
(6) Assessment arrangement, exercise arrangement, exercise conditions and unlocking conditions;
(7) Adjustment method of incentive scheme;
(8) Incentive plan implementation procedures;
(9) Handling of changes in subsidiaries and incentive objects;
(10) Respective rights and obligations of subsidiaries and incentive objects.
Article 6 the incentive objects participating in the incentive plan of each subsidiary mainly include the management personnel, R & D personnel, core technology (business) backbone of each subsidiary and its wholly-owned subsidiaries, holding subsidiaries and branches, as well as other in-service employees of the subsidiary who have made special contributions to the subsidiary and need to be encouraged.
Those who are under any of the following circumstances shall not become incentive objects: (1) those who are not allowed to serve as directors, supervisors and senior managers of the company as stipulated in the company law; (2) Being criminally punished for violations of laws and regulations; (3) Other circumstances in which the articles of association or other internal governance documents of each subsidiary stipulate or both parties agree that they shall not enjoy equity incentive.
Article 7 the implementation of the employee equity incentive plan by the company’s subsidiaries shall not affect the company’s control over the subsidiaries, that is, after the implementation of the equity incentive plan, the company’s direct and indirect shareholding ratio, or equity share, or the proportion controlling the voting rights of its shareholders’ meeting or board of directors shall not be less than 50%.
Article 8 the equity incentive of subsidiaries adopts the method of indirect shareholding, and establishes the incentive object shareholding platform (limited partnership). The shareholding platform subscribes the corresponding capital contribution of subsidiaries and directly holds the equity of subsidiaries, while the incentive object subscribes the corresponding capital contribution share of the shareholding platform as a partner, Make the incentive object indirectly enjoy the property rights of a certain number of incentive shares of subsidiaries.
The executive partner of the incentive object shareholding platform shall be designated by the chairman of the company. The establishment of the shareholding platform, its investment management mechanism and internal management mode shall be determined by the chairman of the company, but shall not violate the provisions of this 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 subsidiary.
The one yuan contribution share of the shareholding platform corresponds to the one yuan registered capital of the subsidiary, that is, the incentive share of one yuan granted to the incentive object on the shareholding platform, and the incentive object enjoys the one yuan incentive equity of the subsidiary.
After the incentive object pays in the capital contribution to the shareholding platform at the specified exercise price, the shareholding platform pays in the capital contribution to the subsidiary at the same price.
Article 9 in the equity incentive plan of a subsidiary, the rights and interests granted to the incentive object can be restricted equity or options.
Restricted equity refers to the granting of certain incentive shares to the incentive object. The incentive object shall pay all the capital contribution shares to the shareholding platform within the specified time, register as the partner of the shareholding platform, and unlock by stages after completing the assessment indicators within the assessment period.
Option refers to the granting of certain incentive shares to the incentive object. The incentive object has the right to exercise the right by stages after completing the assessment indicators within a certain period (exercise period), pay the paid in capital contribution share to the shareholding platform by stages at the specified price, and unlock it after paying in a certain period. If the incentive object fails to meet the assessment index and fails to exercise the right within the exercise period, the option will be automatically invalidated.
Article 10 a subsidiary may reserve some incentive shares in each equity incentive plan, and the incentive shares reserved on the shareholding platform shall be temporarily held by the executive partner. The allocation of reserved shares and the exercise price shall be clearly agreed in the incentive plan for this period.
Article 11 the incentive plan shall take into account the current valuation level, future growth, employees’ historical contribution, incentive strength and other factors of the subsidiary, determine the grant price or exercise price of the incentive object after comprehensive evaluation, and clearly agree in the incentive plan that, in principle, it shall not be lower than the audited net assets per share of the subsidiary implementing the incentive in the latest fiscal year.
Article 12 the incentive object’s contribution to the ESOP platform is in cash, and it shall raise funds and bear its own risks to ensure that the source of capital contribution 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 incentive objects and shareholding platforms. The incentive object shall not hold or entrust any other person to hold the incentive equity on behalf of any other person. During the period of holding incentive rights and interests, incentive objects shall not transfer, donate, pledge or otherwise dispose of any incentive shares held directly or indirectly by them.
Article 13 the assessment and evaluation of equity incentive for employees of subsidiaries must adhere to the principles of fairness, openness and fairness, and assess the incentive objects. The assessment indicators are combined with the development plan and annual business objectives of the subsidiary, and with the work performance, work ability and work attitude of the incentive object, so as to realize the close combination of the equity incentive plan with the work performance and contribution of the incentive object, establish a normalized incentive mechanism and promote the sustainable development of the company.
For the assessment indicators of subsidiaries, one indicator or a combination of indicators can be selected according to the actual business progress milestone and the realization of financial indicators, including but not limited to the growth indicators that can reflect the profitability and market value of subsidiaries, such as R & D progress, product scale, market share, net profit, net profit growth rate, main business income Growth rate of main business income, net operating cash flow, etc.
The individual performance appraisal of the incentive object shall be organized and implemented in accordance with the relevant provisions of the current salary and appraisal of the subsidiary, and the actual exercisable and unlocked proportion of the incentive object in the current period shall be confirmed according to the level of the performance appraisal results of the incentive object in the fiscal year before the exercise and unlocking.
Article 14 during the period of validity of the incentive plan, in case of bankruptcy, liquidation, merger, division and other situations of subsidiaries or force majeure events that seriously affect the normal implementation of the incentive plan, the chairman of the company has the right to change or terminate the implementation of the incentive plan according to the actual situation. The shareholding platform shall follow the provisions of the company law and other laws and regulations, and exercise or avoid voting on the matter under consideration. Such schemes that come into force after deliberation and approval shall be binding on the incentive objects, and the incentive objects shall not raise objections or objections.
Article 15 during the period when the incentive object holds rights and interests, if the individual status of the incentive object has resignation and withdrawal, on-the-job withdrawal and other situations, the withdrawal mechanism will be triggered and implemented in accordance with the incentive plan.
Article 16 the specific rights and obligations of incentive objects and subsidiaries in the implementation of equity incentive shall be specifically agreed in the incentive plan, grant agreement, organizational documents of shareholding platform and other relevant legal documents, and shall not violate the provisions of this system or infringe the legitimate rights and interests of the company.
Article 17 all taxes and fees involved in the incentive object and the employee stock ownership platform shall be borne by the incentive object and the employee stock ownership platform in accordance with the law and regulations and normative documents.
Article 18 during the implementation of the incentive plan, if there are circumstances that affect the overall interests of the company, or the long-term sustainable development of subsidiaries, or need to be adjusted according to the requirements of government regulatory authorities, the incentive object and shareholding platform shall unconditionally assist and cooperate according to 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 19 the incentive plan of subsidiaries 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 ESOP in the guidance on the pilot implementation of ESOP by listed companies.
Article 20 in case of any conflict between the provisions of the incentive plan of a subsidiary 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 21 the 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
