Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933)
Management measures for phase I employee stock ownership plan
Chapter I General Provisions
Article 1 in order to standardize the implementation of the first phase of the employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan”) of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) (hereinafter referred to as the ” Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) ” or the “company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The guidance of China Securities Regulatory Commission on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”), 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 “regulatory guidelines No. 1”) and other relevant laws, administrative regulations and rules The administrative measures for the first phase of the employee stock ownership plan of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) is hereby formulated in accordance with the provisions of normative documents, the articles of association of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) and the first phase of the employee stock ownership plan of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) (hereinafter referred to as “the measures”).
Chapter II Formulation of employee stock ownership plan
Article 2 basic principles of employee stock ownership plan
(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 3 holders of employee stock ownership plans
(I) legal basis for determining participants
The company has determined the list of participants of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, regulatory guidelines No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation.
(II) job basis for determining participants
The participants of the employee stock ownership plan are directors (excluding independent directors), senior managers and key employees of the company. All participants must work in the company (including subsidiaries, the same below), receive remuneration, sign labor contracts or be employed by the company.
The total number of directors (excluding independent directors), senior managers and key employees participating in the employee stock ownership plan shall not exceed 18 (excluding reserved shares). The specific number of participants shall be determined according to the actual payment of employees. The participation of the above employees in this ESOP follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced participation of employees by means of apportionment, forced distribution, etc.
Article 4 the scale of the underlying stock involved in the employee stock ownership plan
The scale of the underlying shares involved in this ESOP does not exceed 4020048 shares, accounting for 3.43% of the total share capital of the company. The specific number of shares is determined by the actual contribution of employees, and the company will timely perform the obligation of information disclosure as required.
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, The number of underlying shares corresponding to the employee stock ownership plan shares held by any holder shall not exceed 1% of the total share capital of the company (excluding the shares obtained by the holder before the listing of the company’s initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive). Article 5 source of underlying stock involved in ESOP
The company held the 22nd Meeting of the third board of directors on April 12, 2021, deliberated and approved the proposal on share repurchase scheme of the company, and agreed that the company would use its own funds to repurchase part of the public shares of the company in the form of centralized bidding transaction for the subsequent implementation of equity incentive or employee stock ownership plan. The total amount of funds used for this repurchase shall not be less than 80 million yuan, not more than 160 million yuan, and the repurchase price shall not exceed 40 yuan / share. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the expiration of the repurchase period. The implementation period of this share repurchase is within 12 months from the date when the board of directors deliberates and approves the share repurchase plan. According to the announcement on the completion of share repurchase and share change disclosed by the company on February 18, 2022, as of February 16, 2022, the company has repurchased 4020048 shares of the company through centralized bidding through the special securities account for share repurchase, accounting for 3.4257% of the current total share capital of the company, with the highest transaction price of 37.34 yuan / share and the lowest transaction price of 23.63 yuan / share, The total amount paid is 12033840652 yuan (excluding transaction costs). The share repurchase plan has been implemented and completed.
After the ESOP is approved by the general meeting of shareholders of the company, the special account of the ESOP will receive 402004800 shares repurchased by the company through non transaction transfer and other ways permitted by laws and regulations.
Article 6 capital source of employee stock ownership plan
The capital sources of this ESOP are the legal salary of employees, self raised funds and other ways allowed by laws and regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the holder. This ESOP does not involve leveraged funds, and there is no arrangement for a third party to provide rewards, subsidies, subsidies, etc. for employees to participate in the ESOP.
The upper limit of the total capital of the employee stock ownership plan shall not exceed 252459 million yuan. The “share” is taken as the subscription unit, each share is 1 yuan, and the upper limit of the share of the stock ownership plan is 252459 million. The specific number of shares held by the holders of the stock ownership plan shall be determined according to the actual contributions of employees.
Article 7 duration and lock-in period of employee stock ownership plan
(I) the duration of the employee stock ownership plan and the decision-making procedures for its renewal after the expiration of the duration
1. The duration of the employee stock ownership plan is 48 months, calculated from the date when the company announces the transfer of the last batch of subject shares granted for the first time to the name of the employee stock ownership plan. If the employee stock ownership plan is not extended at the expiration of its duration, it will be terminated automatically.
2. Before the expiration of the duration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval. 3. If the company’s shares held by the ESOP 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 ESOP can be extended after more than 2 / 3 of the shares held by the holders attending the meeting are agreed and submitted to the board of directors for deliberation and approval.
(II) lock up period of the underlying shares involved in the employee stock ownership plan
1. The subject shares obtained by the employee stock ownership plan through non trading transfer and other means permitted by laws and regulations will be unlocked in three phases after 12 months from the date of the company’s announcement of the first grant of the transfer of some of the last subject shares to the name of the employee stock ownership plan, with a maximum locking period of 36 months, as follows:
The time point of the first batch of unlocking: it is 12 months from the date when the company announced the transfer of the last batch of subject shares granted for the first time to the name of the employee stock ownership plan, and the number of unlocked shares is 40% of the total number of subject shares held in the employee stock ownership plan.
The second batch of unlocking time point: it is 24 months from the date when the company announced the first grant of the last batch of subject shares to the name of the employee stock ownership plan, and the number of unlocked shares is 30% of the total number of subject shares held in the employee stock ownership plan.
The time point of the third batch of unlocking: it is 36 months from the date when the company announced the transfer of the last batch of subject shares granted for the first time to the name of the employee stock ownership plan, and the number of unlocked shares is 30% of the total number of subject shares held in the employee stock ownership plan.
The shares derived from the underlying shares obtained by the employee stock ownership plan due to the distribution of stock dividends and the conversion of capital reserve by the listed company shall also comply with the above share locking arrangements.
2. Assessment of employee stock ownership plan
Before the award, the company has conducted strict job screening and capability evaluation on the participants. The number of participants is small. They are the management team and key employees of the company’s key departments. They are the backbone to support the company’s business performance and sustainable development, and play an important role in the company’s business development and strategic realization, His personal performance appraisal is linked to his performance of post responsibilities and actual work effect, so he has set up personal performance appraisal indicators.
The personal performance of the employees participating in this stock ownership plan still needs to meet the corresponding evaluation requirements. The human resources department of the company is responsible for organizing the evaluation of individual performance. At that time, the human resources department will comprehensively evaluate and score the participants in each evaluation year, and determine their actual unlocking proportion according to the individual performance evaluation results.
The individual performance appraisal year is 2022, 2023 and 2024. The appraisal results are divided into four levels. At that time, the unlocking proportion of the holder is determined according to the following table. The appraisal form is applicable to all appraisal objects:
Corresponding unlocking proportion of individual performance appraisal grade
A (excellent) 100%
B (good) 100%
C (qualified) 60%
D (unqualified) 0%
If the individual performance fails to meet the requirements of the appraisal period, the management committee shall go through the procedures for the cancellation and recovery of the shares of the corresponding batch of stock ownership plans in the appraisal period, and may re grant the holders who meet the qualification of holders or the target shares of the corresponding batch to the company after the expiration of the lock-in period, The management committee shall return the funds obtained from the sale of such shares to the holder at the lower of the original capital contribution of the holder.
4. The ESOP will strictly abide by the market trading rules and the relevant provisions of the CSRC and the Shenzhen Stock Exchange on stock trading. The company’s shares shall not be traded 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 calculated from 30 days before the original scheduled announcement date;
(2) Ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
In case of any change in relevant laws, administrative regulations, departmental rules or normative documents in the future, the new requirements shall prevail.
Article 8 implementation procedures of employee stock ownership plan
1. The board of directors is responsible for drafting the draft employee stock ownership plan.
2. Before implementing the employee stock ownership plan, the company shall fully solicit the opinions of employees through the employee congress and other organizations.
3. The board of directors deliberated and approved the draft plan. The independent directors and the board of supervisors shall express their opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the interests of the company and the legitimate rights and interests of minority shareholders, and whether there are ways to force employees to participate in the ESOP, such as apportionment and forced distribution.
4. When the board of directors deliberates the ESOP, the directors associated with the ESOP shall withdraw from voting. The board of directors shall announce the resolution of the board of directors, the summary of the draft employee stock ownership plan, the opinions of independent directors, the opinions of the board of supervisors, etc. within 2 trading days after the deliberation and adoption of the draft plan.
5. The company employs a law firm to issue a legal opinion on the ESOP and announce the legal opinion before the shareholders’ meeting on the review of the ESOP.
6. The company employs an independent financial consultant to issue an independent financial consultant report on the employee stock ownership plan and announce the independent financial consultant report before the shareholders’ meeting on the deliberation of the employee stock ownership plan.
7. Convene a general meeting of shareholders to review the employee stock ownership plan. The general meeting of shareholders will adopt a combination of on-site voting and online voting, and the votes of small and medium-sized investors will be counted separately and disclosed publicly; If the ESOP involves relevant directors and shareholders, the relevant directors and shareholders shall avoid voting. The employee stock ownership plan can be implemented after it is approved by more than half of the effective voting rights attending the general meeting of shareholders (if related shareholders are involved, they shall avoid voting).
8. The company shall timely disclose the time, quantity, proportion and other information of obtaining the underlying shares within 2 trading days after completing the purchase of the underlying shares or transferring the underlying shares to the name of the employee stock ownership plan.
9. Other procedures required by the CSRC and Shenzhen Stock Exchange.
Chapter III Management of employee stock ownership plan
Article 9 management mode of employee stock ownership plan
After being approved by the general meeting of shareholders, the ESOP will be managed by the company after its establishment. The internal top management authority of this ESOP is the shareholders’ meeting. A management committee is set up at the shareholders’ meeting, and the management committee is authorized as the management organization of the employee stock ownership plan to supervise the daily management of the employee stock ownership plan and exercise shareholders’ rights on behalf of the holders. The measures for the administration of employee stock ownership plan clearly stipulates the responsibilities of the management committee and takes sufficient risk prevention and isolation measures. The board of directors of the company is responsible for drafting and revising the draft plan, and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders.
Article 10 shareholders’ meeting of employee stock ownership plan
1. The company’s employees become the holders of the ESOP after subscribing for the shares of the ESOP. The holders’ meeting is the internal top management authority of the ESOP. 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.
2. The following matters need to be considered at the shareholders’ meeting:
(1) To elect and recall members of the Management Committee;
