Suzhou Slac Precision Equipment Co.Ltd(300382)
Management measures for the fifth phase of employee stock ownership plan
Article 1 in order to standardize the implementation and management of Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as “the company”) phase V employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan” or “the plan” or “the stock ownership plan”), according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China Guidelines on information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan, guidance on pilot implementation of employee stock ownership plan by listed companies issued by CSRC, notice on issues related to account opening of employee stock ownership plan of listed companies issued by China Securities Depository and Clearing Corporation These measures are formulated in accordance with the guidelines for the pilot registration and settlement business of ESOP of listed companies and other relevant laws, administrative regulations, rules, normative documents, the articles of association of Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as the “articles of association”) and the employee stock ownership plan (Draft) of Suzhou Slac Precision Equipment Co.Ltd(300382) phase V (hereinafter referred to as the “Employee Stock Ownership Plan (Draft)”.
Article 2 purpose of the company’s establishment of employee stock ownership plan
1. Further establish and improve the benefit sharing mechanism between workers and owners, realize the consistency of shareholders, companies and personal interests, 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.
Article 3 basic principles of employee stock ownership plan
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 employee stock ownership plan by the company shall follow the principle of independent decision of the company and voluntary participation of employees. The company shall not force employees to participate in the company’s employee stock ownership plan 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.
Article 4 participants and determination criteria
The participants of the employee stock ownership plan, the upper limit of subscription shares and share distribution shall be determined by the board of directors of the company. The total number of participants in the plan shall not exceed 120, and the total subscription shall not exceed 13760400. A total of 8 directors, supervisors and senior managers of the company participated in the plan, including Wang Yin, Nong yuan, Jinxiu Shan, Zhao LAN, Wang Wei, Wu Xiaoyan, Wei zhengran and Qian Lei, with a total subscription of no more than 3.45 million copies. In addition to the directors, supervisors and senior managers of the company, the total number of employees of other companies and subsidiaries participating in the plan shall not exceed 112, and the total subscription shall not exceed 10310400 shares. The holder of the stock ownership 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 employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk bearing.
Article 5 stock source of employee stock ownership plan
1. 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 common shares disclosed by the company in the latest period.
The plan on share repurchase of the company was reviewed and approved at the 31st meeting of the 3rd board of directors and the 3rd extraordinary general meeting in 2018, and the proposal on determining the purpose of share repurchase was reviewed and approved at the 7th Meeting of the 4th board of directors. As of March 13, 2019, the share repurchase plan of the company had been implemented, The company repurchases 6652080 shares of the company through centralized bidding through the special securities account for stock repurchase, accounting for 1.18% of the total share capital of the company, and the average repurchase price is 6.01 yuan / share. On August 14, 2020, the company transferred 1.15 million shares in the special securities account for stock repurchase to the special securities account for ” Suzhou Slac Precision Equipment Co.Ltd(300382) – phase 3 employee stock ownership plan” in the form of non trading transfer.
On July 20, 2021, the company transferred 1.15 million shares in the special securities account for stock repurchase to the special securities account for ” Suzhou Slac Precision Equipment Co.Ltd(300382) – phase IV Employee Stock Ownership Plan” in the form of non trading transfer.
Up to now, the remaining shares in the special securities account for stock repurchase of the company have a total of 2752080 shares, accounting for 0.47% of the total share capital of the company.
2. The upper limit of the total funds raised by the employee stock ownership plan is 13.7604 million yuan, and the employee stock ownership plan shall not exceed 13.7604 million copies, with each share of 1 yuan. The holder shall pay the subscription funds according to the subscription shares.
3. 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; The total number of shares corresponding to the shareholding plan shares (including each period) 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 listing of the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
The plan will complete the transfer of the underlying shares by means of non trading transfer and other laws and regulations within 6 months after the deliberation and approval of the general meeting of shareholders.
Article 6 capital source of employee stock ownership plan
The upper limit of the total funds raised by the employee stock ownership plan is 13.7604 million yuan, and the employee stock ownership plan shall not exceed 13.7604 million copies, with each share of 1 yuan. The holder shall pay the subscription funds according to the subscription shares. The company shall not provide advance, guarantee, loan and other financial assistance to the holder.
The sources of funds for participants to subscribe for ESOP shares include:
1. Legal remuneration and self raised funds of employees;
2. Other methods permitted by laws and administrative regulations.
Article 7 subscription of participants
The participants of the employee stock ownership plan, the upper limit of subscription shares and share distribution shall be determined by the board of directors of the company. The total number of participants in the plan shall not exceed 120, including directors (excluding independent directors), supervisors and senior managers of the company, and employees of the company and its subsidiaries. The upper limit of the total funds raised in the plan is 13.7604 million yuan. The number of employees finally participating in the share holding plan and the subscription amount are determined according to the actual contributions of employees.
Article 8 duration and lock up period of employee stock ownership plan
(i) Duration of the ESOP
1. The duration of the employee stock ownership plan is 60 months, calculated from the date when the company announces the last transfer of the subject stock to the name of the stock ownership plan.
2. Before the expiration of the duration of the ESOP, the duration of the ESOP can be extended after being deliberated and approved by the shareholders’ meeting and the board of directors of the company.
（2） Lock up period of this ESOP
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.
Article 9 prohibition of ESOP
The ESOP shall not buy or sell the company’s shares during the following periods:
1. Within 30 days before the announcement of the company’s periodic report, if the announcement date is delayed due to special reasons, it shall be from 30 days before the original announcement date to the final announcement date;
2. Within 10 days before the announcement of the company’s performance forecast and performance express;
3. From the date of occurrence of major events that may have a significant impact on the company’s stock trading price or in the decision-making process to 2 trading days after disclosure according to law;
4. Other periods stipulated by CSRC and Shenzhen Stock Exchange;
5. Other circumstances under which the company’s shares may not be traded in accordance with laws and regulations.
Article 10 participation mode of employee stock ownership plan during company financing
During the duration of the shareholding plan, if the company uses non-public offering or allotment of shares, additional issuance, convertible bonds and other means of financing, the Management Committee of the shareholding plan shall discuss whether to participate in the financing and capital solutions, and submit them to the shareholders’ meeting of the shareholding plan for deliberation. The shareholding plan has the right to participate in the subscription fairly.
Article 11 management mode of employee stock ownership plan
After being approved by the general meeting of shareholders, the employee stock ownership plan shall be managed by the company itself.
The board of directors of the company is responsible for drafting and revising the draft, and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders.
The internal management authority of the ESOP is the shareholders’ meeting; The ESOP has a management committee, which is responsible for the ESOP, is the daily supervision and management organization of the ESOP, exercises shareholders’ rights on behalf of the holders, manages the assets of the ESOP in accordance with relevant laws, administrative regulations, departmental rules, the ESOP and the management measures, and protects the legitimate rights and interests of the holders of the ESOP, Ensure the asset security of the employee stock ownership plan and avoid potential conflicts of interest between other shareholders of the company and the holders of the employee stock ownership plan.
The management committee may employ securities companies, law firms, accounting firms and other professional institutions to provide relevant consulting services for the shareholding plan.
Article 12 rights and obligations of the holder
The participant who actually contributes to subscribe for the shares of the employee stock ownership plan shall become the holder of the employee stock ownership plan. Each share of the shareholding plan has the same legal rights and interests.
The rights of the plan holder are as follows:
1. Enjoy the equity of the assets of the stock ownership plan according to its shares of the employee stock ownership plan;
2. Attend or appoint its agent to attend the shareholders’ meeting and exercise corresponding voting rights;
3. Supervise the management of the employee stock ownership plan and put forward suggestions or questions;
4. The holder of the employee stock ownership plan waives the voting right of indirectly holding the company’s shares due to participating in the employee stock ownership plan;
5. Other rights stipulated by laws, administrative regulations, departmental rules or the employee stock ownership plan.
The obligations of the plan holder are as follows:
1. Pay in full according to the amount subscribed for the employee stock ownership plan within the agreed period, bear the investment risks related to the employee stock ownership plan and be responsible for its own profits and losses;
2. During the duration of the ESOP, the shares of the ESOP held by the holder shall not be transferred, used for guarantee, debt repayment or other similar disposal;
3. During the duration of the ESOP, it shall not require the distribution of ESOP assets;
4. Other obligations stipulated by laws, administrative regulations and the employee stock ownership plan.
Article 13 shareholders’ meeting
(i) Powers of the shareholders’ meeting
The shareholders’ meeting is composed of all shareholders and is the highest authority of the employee stock ownership plan. Each holder has the right to attend the shareholders’ meeting and exercise the voting rights according to the shares held. The holder may attend and vote at the holders’ meeting in person or entrust a proxy to attend and vote on his behalf. The shareholders’ meeting shall exercise the following functions and powers:
1. To elect and recall members of the Management Committee;
2. Review and approve the change, termination, extension and early termination of the employee stock ownership plan;
3. Formulate plans for participating in the company’s financing activities by means of non-public offering or allotment of shares, additional issuance, convertible bonds, etc;
4. Review and revise the measures for the administration of employee stock ownership plans;
5. Authorize the management committee to open securities accounts, capital accounts and other relevant accounts for the ESOP;
6. Authorize the management committee to supervise the daily management of the shareholding plan;
7. Authorize the management committee to exercise the shareholders’ rights corresponding to the employee stock ownership plan;
8. Authorize the management committee to exercise the asset liquidation and property distribution of the employee stock ownership plan;
9. Other functions and powers that can be exercised by the ESOP holders’ meeting as stipulated by laws and regulations or the CSRC.
（2） Procedures for convening shareholders’ meeting
1. The first holder meeting shall be convened and presided over by the Secretary of the board of directors 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. When convening a meeting of shareholders, the convener of the meeting shall send a meeting notice 3 days in advance, and the meeting notice shall be submitted to all shareholders by direct delivery, mail, fax, e-mail or other means.
3. The meeting notice shall at least include the following contents:
(1) Time, place and mode of the meeting;
(2) Causes and topics of the meeting;
(3) The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(4) Meeting materials necessary for voting at the meeting;
(5) The holder shall attend the meeting in person or entrust other holders to attend the meeting on his behalf;
(6) Contact person and contact information;
(7) Date of notification.
In case of emergency, the holder’s meeting may be convened by oral notice. The oral notice shall at least include the contents of items (1) and (2) above and the description of convening the holder’s meeting as soon as possible due to emergency.
（3） The voting procedure of the shareholders’ meeting is as follows:
1. After full discussion of each proposal, the chairman shall timely submit it to the holders attending the meeting for voting. The moderator may also decide to submit all proposals to the holders attending the meeting for voting after discussion, and the voting method shall be on-site or communication voting.
2. The holder shall exercise the voting right with the shares of the stock ownership plan held by him, and each unit of the plan share shall have one vote
