Securities code: Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) securities abbreviation: Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933)
Summary of phase I employee stock ownership plan (Draft)
February, 2002
statement
The company and all members of the board of directors guarantee that the contents of this ESOP are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Risk statement
1. The company’s employee stock ownership plan can be implemented only after it is approved by the company’s general meeting of shareholders. There is uncertainty whether the employee stock ownership plan can be approved by the company’s general meeting of shareholders.
2. The specific capital source, contribution proportion and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed.
3. If the subscription fund of employees is low, there is a risk that the ESOP will not be established; If the subscription funds of employees are insufficient, there is a risk that the employee stock ownership plan will be lower than the expected scale.
4. The company will disclose relevant progress in the future according to the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1. Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) (hereinafter referred to as ” Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) ” or “the company”) the first phase of employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan”) is the company in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations, rules, normative documents and the articles of association were formulated.
2. The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no situation of forced employees to participate in the stock ownership plan such as apportionment and forced distribution.
3. The participants of the employee stock ownership plan are directors (excluding independent directors), senior managers and key employees of the company who are recognized by the board of directors as having an important role and impact on the overall performance and medium and long-term development of the company. The total number of participants in this stock ownership plan is no more than 18 (excluding reserved shares). The final distribution share and proportion of each participant shall be subject to the final actual distribution and determined according to the actual contribution of employees.
4. The capital source of this ESOP is the legal salary of employees, self raised funds and other ways allowed by laws and regulations. The company will not provide advance, guarantee, loan and other financial assistance to the participants in any way.
5. The share source of the ESOP is the shares repurchased by the company’s special securities account for repurchase, and the total number of shares does not exceed 4020048 shares, accounting for 3.43% of the current total share capital of the company. After the ESOP is approved by the general meeting of shareholders of the company, the special account of the ESOP will receive 4020048 shares repurchased by the company through non transaction transfer and other ways permitted by laws and regulations, of which the reserved share is 42004800 shares, accounting for 10.45% of the total number of shares held in the ESOP; The holder, lock-in period and assessment standard of reserved shares shall be deliberated and determined by the Management Committee of the shareholding plan.
6. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share ownership plan held by a single employee shall not exceed 1% of the total share capital of the company. The total number of incentive shares obtained by the holders of the underlying shares of the company through the initial public offering and the shares not obtained in the secondary market by the company themselves.
7. The employee stock ownership plan transfers the company’s shares held in the company’s special securities repurchase account, and the transfer price is 6.28 yuan / share.
8. The duration of the employee stock ownership plan is 48 months, which is 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. The subject shares obtained by the employee stock ownership plan are unlocked in three phases. The unlocking time points are 12 months, 24 months and 36 months from the date when the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, and the maximum locking period is 36 months. The proportion of the subject shares unlocked in each phase is 40%, 30% and 30% respectively, The specific unlocking proportion and quantity of each year shall be calculated and determined according to the assessment results of the holder.
9. Some directors and senior managers of the company hold shares of the employee stock ownership plan, and the above holders are related to the employee stock ownership plan. The ESOP shall avoid voting when the board of directors and the general meeting of shareholders consider relevant proposals involving related personnel. In addition to the foregoing, the ESOP has no other relationship with the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
10. During the duration, the employee stock ownership plan is managed by the company itself. A management committee shall be established for the ESOP to exercise shareholders’ rights on behalf of the holders of the ESOP and carry out daily management of the ESOP.
11. Before implementing the employee stock ownership plan, the company has solicited employees’ opinions through the employee congress. After the board of directors of the company deliberates and approves the employee stock ownership plan, the company will issue a notice of convening the general meeting of shareholders, submit it to the general meeting of shareholders for deliberation and implement it after being approved by the general meeting of shareholders of the company. The shareholders’ meeting of the company to review the employee stock ownership plan will adopt the combination of on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time.
12. The financial and accounting treatment and tax and other issues of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the relevant financial system, accounting standards and tax system. The relevant taxes that employees need to pay due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
13. After the implementation of the employee stock ownership plan, the company’s equity distribution will not meet the requirements of listing conditions.
catalogue
interpretation…… 7 I. purpose of employee stock ownership plan 8 II. Basic principles of employee stock ownership plan 8 III. participants and determination criteria of employee stock ownership plan 8 IV. scale, stock source, capital source and purchase price of employee stock ownership plan 10 v. duration, lock-in period and performance evaluation of employee stock ownership plan 11 VI. participation mode of shareholding plan during the company’s financing during the duration 13 VII. Management mode of employee stock ownership plan 13 VIII. Change and termination of employee stock ownership plan and disposal of holder’s rights and interests 18 IX. disposal of shares held by employees after the expiration of the employee stock ownership plan 21 X. accounting treatment of employee stock ownership plan 21 Xi. Relationship between shareholding plans and concerted action 22 XII. Other important matters twenty-two
interpretation
Unless otherwise defined in this draft plan, the following abbreviations have the following meanings:
Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) , the company and the company refer to Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) (including subsidiaries)
Employee stock ownership plan and this employee stock ownership plan refer to Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) phase I employee stock ownership plan
Draft employee stock ownership plan and this draft plan refer to Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) phase I employee stock ownership plan (Draft)
Holder refers to the object participating in the employee stock ownership plan
Holder’s meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) phase I employee stock ownership plan
The underlying stock refers to Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) a ordinary shares purchased and held by the employee stock ownership plan through legal means
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Regulatory guidelines No. 1 refers to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board
The articles of association refers to the articles of association of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) company
Any discrepancy between the total amount and the mantissa of the sum of the sub items in the draft plan is caused by rounding.
1、 Purpose of employee stock ownership plan
The company has formulated the draft of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, regulatory guidelines No. 1 and other relevant laws, administrative regulations, rules, normative documents and the articles of association.
The company’s employees voluntarily, legally and legally participate in this ESOP, and the purpose of holding the company’s shares is to establish and improve the benefit sharing mechanism of employees and shareholders, improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, mobilize the enthusiasm and creativity of employees, and promote the long-term, sustainable and healthy development of the company.
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.
3、 Participants and determination criteria of employee stock ownership plan
(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.
(III) participants and distribution proportion of this ESOP
The employee stock ownership plan takes “shares” as the subscription unit, each share is 1 yuan, and the upper limit of the share ownership plan is 2524590144 shares. The number of shares of the company corresponding to the shares of this ESOP held by any holder shall not exceed 1% of the total share capital of the company. The specific number of shares held by the holders of the stock ownership plan shall be determined according to the actual contributions of employees.
The total number of directors (excluding independent directors), senior managers and core backbone employees participating in the employee stock ownership plan shall not exceed 18 (excluding reserved shares), including 3 directors and senior managers participating in the employee stock ownership plan. These personnel do not form a person acting in concert with the employee stock ownership plan.
The specific proportion of subscribed shares is shown in the table below:
The proportion of the share corresponding to the upper limit of job subscription share in the upper limit (10000 shares) of the employee stock ownership plan (%)
Vice chairman and board of directors
1 Li Weifeng, secretary, chief financial officer, 653.12 104 Shenzhen Tellus Holding Co.Ltd(000025) .87
Vice General Manager
2 Xiang Ziqi, general manager 521.24 830000
