Unisplendour Corporation Limited(000938) first phase No. 1 measures for the administration of employee stock ownership plan
Chapter I General Provisions
Article 1 in order to standardize the implementation of the first phase No. 1 Employee Stock Ownership Plan (hereinafter referred to as the “Employee Stock Ownership Plan”) of Unisplendour Corporation Limited(000938) (hereinafter referred to as ” Unisplendour Corporation Limited(000938) ” or “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) These management measures are formulated in accordance with the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”) and other relevant laws, administrative regulations, rules, normative documents and the articles of association of the company.
Chapter II Plan holders
Article 2 holders of employee stock ownership plans
The holder of the employee stock ownership plan refers to the employees of the company who participate in the employee stock ownership plan.
(I) the rights of ESOP holders are as follows:
1. Enjoy the rights and interests of the employee stock ownership plan according to the share of the employee stock ownership plan;
2. Attend the shareholders’ meeting in accordance with the provisions of the employee stock ownership plan and exercise the voting rights on the matters under consideration according to their shares;
3. Enjoy other rights stipulated in relevant laws, regulations, rules and employee stock ownership plans.
(II) the obligations of ESOP holders are as follows:
1. Comply with the provisions of the employee stock ownership plan and relevant management rules;
2. Make capital contribution within the agreed period and bear the investment risk according to the share of the employee stock ownership plan;
3. During the duration of the employee stock ownership plan, unless otherwise specified in the employee stock ownership plan, the holder shall not require the distribution or transfer of the property of the employee stock ownership plan;
4. Comply with the effective resolutions of the shareholders’ meeting;
5. Undertake other obligations stipulated in relevant laws, regulations, rules and employee stock ownership plans.
Chapter III Management of employee stock ownership plan
Article 3 management organization and management mode of employee stock ownership plan
(I) the internal management authority of the ESOP is the shareholders’ meeting;
(II) a management committee shall be established for the employee stock ownership plan to carry out the daily management of the employee stock ownership plan and exercise relevant rights on behalf of the holders;
(III) the board of directors of the company is responsible for drafting and revising the draft of the employee stock ownership plan, and deciding and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders;
(IV) the board of directors has the right to determine the specific management mode of the employee stock ownership plan, select and dismiss the management organization and carry out relevant disposal work.
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.
Article 4 shareholders’ meeting of employee stock ownership plan
The shareholders’ meeting is the internal top management authority of the employee stock ownership plan. All holders have the right to attend the holders’ meeting. The holder may attend and vote at the holders’ meeting in person or entrust an agent to attend and vote on his behalf. The travel expenses, board and lodging expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder.
(I) functions and powers of the shareholders’ meeting
The shareholders’ meeting is composed of all shareholders and exercises the following functions and powers:
1. Review, approve or revise the articles of association, management rules and other relevant systems of the employee stock ownership plan;
2. To elect and recall members of the Management Committee;
3. Review and approve the change, termination, extension or early termination of the employee stock ownership plan;
4. Authorize the management committee to consider whether the ESOP will participate in the company’s share allotment, additional issuance, convertible bonds and other financing and capital solutions during the duration;
5. Authorize the management committee to supervise the daily management of the employee stock ownership plan;
6. Authorize the management committee to exercise the shareholder rights corresponding to the assets of the employee stock ownership plan;
7. Authorize the management committee to exercise the asset management responsibilities of the employee stock ownership plan;
8. Other functions and powers of the shareholders’ meeting stipulated by laws, regulations, rules, normative documents or employee stock ownership plan.
(II) procedures for convening the shareholders’ meeting
1. The first holder meeting shall be convened and presided over by the president of the company, and the subsequent holder meeting shall be convened by the management committee and presided over by the director of the Management Committee; If the chairman of the management committee is unable to perform his duties, he shall appoint a member of the management committee to preside over the meeting.
2. A meeting of the holders shall be convened in any of the following circumstances:
(1) The board of directors of the company proposes the change plan of the employee stock ownership plan;
(2) More than 3 members of the management committee no longer hold the post of members, are unable to perform their duties for three consecutive months, and are not suitable to serve as members of the Management Committee;
(3) Other matters that have a significant impact on the rights and obligations of the holders of the employee stock ownership plan and require the convening of the meeting of the holders of the employee stock ownership plan.
3. When convening a meeting of holders, the convener of the meeting shall send a meeting notice 5 working days in advance, and the meeting notice shall be submitted to all holders by direct delivery, mail, fax, e-mail or other means. 4. The meeting notice shall at least include the following contents:
(1) Time and place of the meeting;
(2) Convening method of the meeting;
(3) Causes and topics of the meeting;
(4) Meeting materials necessary for the meeting;
(5) Date of notification.
(III) voting procedures at the shareholders’ meeting
1. After full discussion of each proposal, the moderator shall timely submit it to the holders attending the meeting for voting. The moderator may also decide to submit it to the holders attending the meeting for voting after all proposals are discussed. The voting method is a show of hands or a written vote.
2. All holders have the right to attend the holders’ meeting. The holder may attend and vote at the holders’ meeting in person or entrust an agent to attend and vote on his behalf.
3. The holders shall exercise their voting rights with their voting plan shares, and each plan share shall have one vote. The holders’ meeting shall vote by open ballot.
4. When a resolution is made at the shareholders’ meeting, each resolution shall be adopted by more than half of the voting rights held by the shareholders attending the shareholders’ meeting.
5. If the resolution of the shareholders’ meeting needs to be submitted to the board of directors and the general meeting of shareholders for deliberation, it shall be submitted to the board of directors and the general meeting of shareholders for deliberation in accordance with the requirements of the articles of association.
6. The chairman of the meeting shall be responsible for making records of the meeting of holders.
Article 5 Management Committee of employee stock ownership plan
(I) the ESOP has a management committee, which is responsible for the ESOP and is the daily supervision and management organization of the ESOP.
(II) the management committee is composed of five members, with one chairman of the management committee. The members of the management committee are holders, nominated by the board of directors of the company and elected by the holders’ meeting. The chairman of the management committee shall be elected by more than half of all the members of the management committee. The term of office of the members of the management committee is the duration of the employee stock ownership plan (including the extended duration).
(III) members of the management committee shall abide by laws, administrative regulations and the plan, and have the following Loyalty Obligations to the ESOP:
1. It shall not take advantage of its authority to accept bribes or other illegal income, and shall not encroach on the property of the employee stock ownership plan;
2. Do not misappropriate ESOP funds;
3. Without the consent of the holders’ meeting, it is not allowed to lend the funds of the employee stock ownership plan to others or provide guarantee for others with the assets of the employee stock ownership plan;
4. It shall not use its authority to damage the interests of the employee stock ownership plan.
If a member of the management committee violates his duty of loyalty and causes losses to the employee stock ownership plan, he shall be liable for compensation.
(IV) the management committee shall perform the following duties:
1. Be responsible for convening the shareholders’ meeting;
2. Open securities accounts, capital accounts and other relevant accounts for the employee stock ownership plan;
4. Exercise shareholders’ rights of the company on behalf of all shareholders;
5. Be responsible for handling the share subscription of the stock ownership plan, deciding and being responsible for the liquidation, property distribution and disposal of the employee stock ownership plan;
6. To review, formulate and implement the scheme of participating in the company’s non-public offering, allotment of shares or issuance of convertible bonds and other refinancing matters during the duration of the employee stock ownership plan;
7. Sign relevant documents on behalf of all holders;
8. Decide on the disposal plan of the remaining shares of the employee stock ownership plan and dispose accordingly;
9. Decide on the disposal of ESOP assets, and be responsible for and handle matters related to the realization of ESOP assets, non trading transfer of shares or other legal disposal;
10. Decide to cancel the qualification of the holder, change the share and list of the holder, and handle the inheritance of the deceased holder;
11. Other duties conferred by the shareholders’ meeting.
(V) the chairman of the management committee shall exercise the following functions and powers:
1. Preside over the shareholders’ meeting and convene and preside over the meeting of the Management Committee;
2. Supervise and inspect the implementation of the resolutions of the shareholders’ meeting and the Management Committee;
3. Other functions and powers authorized by the management committee.
(VI) the management committee shall hold a meeting at least once a year, which can be held irregularly. The chairman of the management committee shall convene and preside over the meeting, and notify all members of the Management Committee 2 days before the meeting. The notice can be sent by mail, telephone, fax, etc.
(VII) the notice of the management committee meeting shall include the following contents:
1. Date and place of the meeting;
2. Duration of the meeting;
3. Causes and topics;
4. Date of notification.
(VIII) the management committee meeting can be held only when more than half of the members are present. A resolution made by the management committee must be adopted by more than half of all members of the management committee. One person one vote system shall be implemented for the voting of resolutions of the management committee.
(IX) the resolution of the management committee shall be voted by open ballot. On the premise of ensuring that the members of the management committee can fully express their opinions, the management committee meeting can be held by fax, e-mail and other communication methods and make resolutions, which shall be signed by the members of the management committee participating in the meeting.
(x) the meeting of the management committee shall be attended by the members of the management committee in person; If a member of the management committee is unable to attend for some reason, he may entrust another member of the management committee in writing to attend on his behalf. The power of attorney shall specify the name of the agent, the matters to be represented, the scope of authorization and the period of validity, and shall be signed or sealed by the principal. Members of the management committee who attend the meeting on their behalf shall exercise the rights of members of the management committee within the scope of authorization. If a member of the management committee fails to attend the meeting of the management committee or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
（11） The management committee shall make minutes of the decisions on the matters discussed at the meeting, and the members of the management committee attending the meeting shall sign on the minutes.
（12） The minutes of the management committee meeting shall include the following contents:
1. The date and place of the meeting and the name of the convener;
2. The names of the members attending the management committee and the members (agents) of the management committee entrusted by others to attend the Management Committee;
3. Agenda of the meeting;
4. Key points of speeches by members of the Management Committee;
5. Voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
Chapter IV equity distribution of employee stock ownership plan
Article 6 equity distribution of employee stock ownership plan
(I) income distribution
During the duration, when the company pays dividends, the cash dividends obtained by the employee stock ownership plan due to holding the company’s shares can be distributed, and the holders can obtain corresponding income after deducting management fees and other related expenses according to the proportion of the plan shares held in the total plan shares. Unless otherwise agreed, the shares held by the holders are not limited in the employee stock ownership plan.
(II) cash distribution
During the duration after the expiration of the lock up period of the underlying stock, the holder may, according to his wishes, apply to the Management Committee for the realization of the released shares at one time or in succession. The management committee will sell the released shares and distribute cash to the holder after deducting the management fee and other relevant expenses. After all the shares corresponding to the shares held by the holder are realized and / or transferred to the individual securities account, they will withdraw from the employee stock ownership plan.
(III) non transaction transfer
During the duration after the expiration of the lock-in period, the management committee will choose an opportunity to provide the holder with non trading transfer arrangements. At that time, the holder can apply to the management committee or pass the resolution of the holder’s meeting to transfer the shares indirectly held through the employee stock ownership plan to the individual securities account, The management committee will follow the corresponding trading rules and requirements to go through relevant procedures for the holders. After all the shares corresponding to the shares held by the holder are realized and / or transferred to the individual securities account, they will withdraw from the employee stock ownership plan.
Chapter V change and termination of employee stock ownership plan and disposal of holder’s rights and interests
Article 7 change of employee stock ownership plan
The shareholding plan may be changed after being deliberated and approved by the shareholders’ meeting and submitted to the board of directors of the company for deliberation and approval. Article 8 termination of employee stock ownership plan
1. The plan will terminate automatically after the expiration of its duration;
2. After the lock-in period of the plan expires, when the assets of the plan are all monetary funds, the plan can be terminated in advance. If the plan can be terminated in advance, the plan will be terminated after being deliberated and approved by the shareholders’ meeting and the board of directors of the company;
3. If two months before the expiration of the duration of the plan, the duration of the plan can be extended after being deliberated and approved by the shareholders’ meeting and the board of directors of the company.
Article 9 disposal of rights and interests of holders
(I) during the duration, unless otherwise agreed, the judicial decision must be transferred or approved by the holder’s meeting, the holder shall not dispose of the shares of the shareholding plan by means of mortgage, pledge, guarantee or transfer.
(II) disposal measures for the resignation, retirement, death of employees participating in the ESOP and the occurrence of reasons that are no longer suitable for participating in the ESOP
1. Positive situation
If the holder belongs to a positive situation stipulated by the company’s system, such as retirement, death, loss of labor ability, etc., the share and rights of the holder in the employee stock ownership plan will not be affected, and the holder will still undertake obligations and enjoy rights in accordance with the relevant provisions of the company’s employee stock ownership plan.
2. Negative situation
In case of any of the following circumstances during the duration of the employee stock ownership plan, the holder will be disqualified from participating in the employee stock ownership plan based on the date of his personal departure (or the time of job change or the time determined by the Management Committee), and will not be able to obtain the income distribution and cash asset distribution after the time point, And shall not exercise the voting rights and other rights and interests of the holder’s meeting corresponding to the shares. All the unsold shares in the ESOP shares held by them shall be disposed of by the Management Committee:
(1) The holder leaves the company without the consent of the company;
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