Securities code: 300382 securities abbreviation: Suzhou Slac Precision Equipment Co.Ltd(300382) bonds abbreviation: sley convertible bonds bond Code: 123067 Suzhou Slac Precision Equipment Co.Ltd(300382)
The fifth employee stock ownership plan (Draft)
January 2002
statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1. Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as " Suzhou Slac Precision Equipment Co.Ltd(300382) " or "the company" or "the company") the fifth employee stock ownership plan (hereinafter referred to as "Employee Stock Ownership Plan" or "the plan" or "the stock ownership plan") can be implemented only after being approved by the general meeting of shareholders of the company, but there is uncertainty whether it can be approved by the general meeting of shareholders of the company;
2. The fund source, contribution amount 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 employee contribution is low, there is a risk that the employee stock ownership plan cannot be established; If the employee contribution is insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale;
Please make careful decisions and pay attention to investment risks.
hot tip
1. The Suzhou Slac Precision Equipment Co.Ltd(300382) fifth employee stock ownership plan (Draft) is in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the guidelines for information disclosure of listed companies of Shenzhen stock exchange No. 4 - employee stock ownership plan and other relevant laws and regulations Formulation of normative documents and the provisions of the articles of association.
2. The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced employee participation in the employee stock ownership plan such as apportionment and forced distribution.
3. All participants of the ESOP shall meet the standards formulated by the company and be confirmed by the board of directors and verified by the board of supervisors. The total number of participants shall not exceed 120, including 8 directors (excluding independent directors), supervisors and senior managers of the company. The specific number of participants will be determined according to the actual contributions of employees. The management committee may adjust the employee list and distribution proportion of the stock ownership plan according to the payment of subscription money, employee changes and assessment.
4. After the share holding plan is approved by the general meeting of shareholders, the upper limit of the total capital when the ESOP is established is RMB 13.7604 million, with "shares" as subscription units, each amount is RMB 1, and the upper limit of shares is RMB 13.7604 million. The specific number of shares held by the holder of the employee stock ownership plan shall be subject to the number of shares finally confirmed and paid by the employee. The source of funds is the legal salary of the employee and other methods permitted by laws and administrative regulations. The company will not provide the holder with advance, guarantee, loan and other financial assistance in any way.
5. The stock source of the employee stock ownership plan is 2752080 treasury shares of the company's repurchase account, accounting for about 0.47% of the total share capital of the company's common shares in the latest period. After the share holding plan is approved by the general meeting of shareholders, it is proposed to acquire and hold the company's shares through the transfer of shares in the company's special repurchase account. The price of shares repurchased by the transferee of the ESOP is 5 yuan / share, which is not less than 80% of the average price of shares repurchased by the company (6.01 yuan / share), and the total is not more than 2752080 shares.
6. 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 shares held by the employee stock ownership plan does not include the shares obtained by employees before the company's initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
7. The duration of the employee stock ownership plan shall not exceed 60 months, calculated from the date when the company announces the transfer of the last subject stock to the name of the stock ownership plan. After performing relevant procedures, the duration can be terminated or extended in advance. Within 6 months after the general meeting of shareholders of the company deliberates and approves the employee stock ownership plan, the employee stock ownership plan will transfer the subject shares held in the company's special securities repurchase account by means of non trading transfer and other laws and regulations.
8. The subject shares obtained by the employee stock ownership plan are unlocked in four phases. The unlocking time points are 12 months, 24 months, 36 months and 48 months from the date when the company announces the transfer of the last subject shares to the name of the first employee stock ownership plan. The proportion of subject shares unlocked in each phase is 20%, 20%, 30% and 30% respectively, The specific unlocking proportion and quantity of each year shall be calculated and determined according to the company's performance indicators and the assessment results of holders.
9. The employee stock ownership plan is managed by the company itself. The employee stock ownership plan establishes an employee stock ownership plan management committee as the manager of the stock ownership plan to exercise shareholders' rights on behalf of the employee stock ownership plan. 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. During the duration of the shareholding plan, the management committee may hire relevant professional institutions to provide management, consulting and other services for the daily management of the shareholding plan.
10. After the board of directors of the company reviews and approves the ESOP, the company will issue a notice to convene the general meeting of shareholders to review the ESOP. The ESOP can be implemented only after it is approved by the general meeting of shareholders of the company. The shareholders' meeting of the company to review the ESOP will adopt the combination of on-site voting and online voting. The company will provide the shareholders of the company with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system, and the shareholders can exercise their voting rights through the above system during the online voting time.
11. The financial and accounting treatment and taxation of the company's implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant taxes to be paid by employees due to the implementation of the employee stock ownership plan shall be borne by the holders themselves.
12. After the implementation of the employee stock ownership plan, the company's equity distribution will not meet the requirements of listing conditions.
catalogue
1、 Interpretation 8 II. Basic principles of the ESOP nine
1. Principle of legal compliance nine
2. Principle of voluntary participation nine
3. Risk bearing principle 9 III. purpose of the employee stock ownership plan 9 IV. determination basis and scope of ESOP holders nine
(i) The basis for the determination of the holder nine
（2） Scope of ESOP holders 10 v. source of funds 10 VI. source and quantity of shares eleven
(i) The stock source of this ESOP eleven
（2） Stock price and determination method eleven
（3） The scale of the underlying shares involved in the employee stock ownership plan 12 VII. Duration, lock-in period and performance evaluation criteria twelve
(i) The duration of the employee stock ownership plan twelve
（2） Lock up period of this ESOP twelve
（3） The performance evaluation criteria of the employee stock ownership plan VIII. Participation mode of shareholding plan during financing of the company during the duration 14 IX. change and termination of the employee stock ownership plan and disposal of the rights and interests of the holders fourteen
(i) Change of employee stock ownership plan fourteen
（2） Termination of employee stock ownership plan fourteen
（3） Disposal of holders' interests fourteen
（4） Disposal of equity after the expiration of the employee stock ownership plan 15 X. management mode of the employee stock ownership plan sixteen
(i) Holders' meeting sixteen
（2） Management Committee eighteen
（3） Holder twenty
（4） Matters authorized by the general meeting of shareholders to the board of Directors 20 Xi. Accounting treatment of employee stock ownership plan 21 XII. Other important matters 22 XIII. Procedures for the implementation of the employee stock ownership plan twenty-two
1、 Interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Suzhou Slac Precision Equipment Co.Ltd(300382) . The company and the company refer to Suzhou Slac Precision Equipment Co.Ltd(300382)
Employee stock ownership plan, the plan, the
Stock ownership plan, the employee stock ownership index Suzhou Slac Precision Equipment Co.Ltd(300382) phase V employee stock ownership plan (Draft) plan
Holders and participants refer to the employees of the company participating in the share holding plan
Shareholders' meeting means the shareholders' meeting of the share holding plan
Management Committee means the Management Committee of the share holding plan
Measures for the administration of employee stock ownership refers to the measures for the administration of Suzhou Slac Precision Equipment Co.Ltd(300382) phase V employee stock ownership plan)
General meeting means the general meeting of shareholders of the company
Board of directors means the board of directors of the company
The underlying stock refers to Suzhou Slac Precision Equipment Co.Ltd(300382) stock
Securities account refers to the special securities account opened by the ESOP for the securities holders in the registration and Clearing Company
Fund account refers to the special fund account opened by the custodian institution for the employee stock ownership plan
Share, property, equity and income all represent and include the share of the ESOP owned by the holder and the corresponding property, equity and income
Company law means the company law of the people's Republic of China
Securities Law means 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
Guidance on information disclosure No. 4 refers to guidance on information disclosure of listed companies of Shenzhen Stock Exchange No. 4 - employee stock ownership plan
Articles of association means the Suzhou Slac Precision Equipment Co.Ltd(300382) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: in this paper, if the total number is inconsistent with the mantissa of the sum of each sub item value, it is the reason for rounding
Cause.
2、 The basic principles of the employee stock ownership plan
The employee stock ownership plan is formulated in accordance with the company law, securities law, guiding opinions, guidance on information disclosure No. 4, other laws, regulations, normative documents and the articles of association. It follows the principles of fairness, impartiality and openness, and aims to improve the corporate governance structure and establish and improve the benefit sharing mechanism between workers and owners, Improve the cohesion of employees and the competitiveness of the company, and ensure the realization of the company's future development strategy and business objectives.
1. Principle of legal compliance
When implementing the ESOP, the company will perform the procedures in strict accordance with the provisions of laws and administrative regulations, and truthfully, accurately, completely and timely implement the information disclosure. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
2. Principle of voluntary participation
The implementation of the ESOP by the company will follow the principle of independent decision of the company and voluntary participation of employees. The company shall not force employees to participate in the ESOP by means of apportionment, forced distribution, etc.
3. Risk bearing principle
The participants of the employee stock ownership plan shall be responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
3、 Purpose of the employee stock ownership plan
1. Further establish and improve the benefit sharing mechanism between workers and owners, realize the consistency of the interests of shareholders, the company and employees, and improve the level of corporate governance;
2. Improve the cohesion of employees and the competitiveness of the company, and effectively mobilize the enthusiasm and creativity of employees, so as to improve the cohesion of employees and the competitiveness of the company;
3. Based on the current critical period of the company's business development, further improve the company's governance structure, improve the company's long-term and effective incentive and restraint mechanism, and ensure the company's long-term and stable development.
4、 Determination basis and scope of ESOP holders
(i) Basis for determination of the holder
The holder of the share holding plan is determined by the board of directors of the company in accordance with the company law, securities law, listing rules, guiding opinions and other relevant laws, regulations, rules and the articles of association. The participants who meet the above conditions can participate in the share holding plan in accordance with the principles of legal compliance, voluntary participation and risk bearing.
