Shenzhen Sunlord Electronics Co.Ltd(002138)
Management rules for the third phase of employee stock ownership plan
In order to standardize the implementation and management of the third phase of the employee stock ownership plan of Shenzhen Sunlord Electronics Co.Ltd(002138) (hereinafter referred to as the “company”) (hereinafter referred to as the “Employee Stock Ownership Plan”), 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 guidance on the pilot implementation of the employee stock ownership plan by listed companies issued by the CSRC These rules are hereby formulated in accordance with the provisions of relevant laws, administrative regulations, rules and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the notice on issues related to the opening of ESOP accounts of listed companies of China Securities Depository and Clearing Corporation, and the Shenzhen Sunlord Electronics Co.Ltd(002138) articles of association.
Article 1 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 2 criteria for determining the object of employee stock ownership plan
The participants of the ESOP shall meet one of the following criteria:
1. Directors (excluding independent directors), supervisors and senior managers of the company and its subsidiaries;
2. Key management and technical personnel of the company;
3. Other personnel who have made high contributions to the development of the company.
The above qualified employees shall participate in the employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk bearing. The specific participation list shall be determined by the board of directors and verified by the board of supervisors.
Article 3 management mode of employee stock ownership plan
(I) rights and obligations of the holder
1. The rights of the holder are as follows:
(1) Attend and vote at the shareholders’ meeting;
(2) Enjoy the rights and interests of the employee stock ownership plan in proportion to their shares;
(3) Enjoy other rights stipulated by relevant laws, regulations or employee stock ownership plans.
2. The obligations of the holder are as follows:
(1) During the duration of the employee stock ownership plan, the holder shall not transfer its share of the employee stock ownership plan; (2) Make capital contributions within the agreed period according to the amount of subscribed employee stock ownership plan;
(3) Bear the risks of the employee stock ownership plan according to the shares subscribed for the employee stock ownership plan;
(4) Comply with these rules.
(II) shareholders’ meeting
1. The shareholders’ meeting is the highest authority for the internal management 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, accommodation 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;
(2) Change, termination and extension of the duration of the employee stock ownership plan;
(3) During the duration of the employee stock ownership plan, when the company finances by means of allotment, additional issuance, convertible bonds, etc., the management committee shall discuss whether to participate and the capital solution, and submit it to the meeting of the holders of the employee stock ownership plan for deliberation;
(4) Amend these rules;
(5) Authorize the management committee to supervise the daily management of the employee stock ownership plan;
(6) Authorize the management committee to exercise shareholders’ rights or the asset management institution to exercise shareholders’ rights;
(7) Authorize the management committee to be responsible for the connection with the asset management organization;
(8) Other matters that the Management Committee deems necessary to convene a shareholders’ meeting for deliberation.
3. 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.
4. The management committee shall submit a written notice of the meeting to all holders by direct delivery, mail, fax, e-mail or other means 5 days in advance. The written meeting notice shall at least include the following contents:
(1) Time and place of the meeting;
(2) Convening method of the meeting;
(3) Matters to be considered (proposal of the meeting);
(4) The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(5) Meeting materials necessary for voting at the meeting;
(6) The holder shall attend the meeting in person or entrust other holders to attend the meeting on his behalf;
(7) Contact person and contact information;
(8) Date of notification.
In case of emergency, an oral notice may be given without being limited by the time limit of the above notice. The oral meeting notice shall at least include the contents of items (1) and (2) above and the statement that the holder’s meeting needs to be held as soon as possible in case of emergency.
5. Voting procedure at 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 all proposals to the holders attending the meeting for voting after discussion. The voting method is written voting.
(2) Each plan share held by the holder of the employee stock ownership plan has one vote.
(3) The voting intention of the holder is divided into consent, objection and abstention. The holders attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained. If the holder votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted and shall be deemed as abstention.
(4) The chairman of the meeting shall announce the statistical results of on-site voting on the spot. If each proposal is approved by more than 50% (excluding 50%) of the shares held by the holders attending the meeting, it shall be deemed to be passed by vote (except for the consent of more than 2 / 3 of the shares agreed in the management rules), forming an effective resolution of the 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 provisions of the articles of association.
(6) The chairman of the meeting shall be responsible for making records of the meeting of holders.
6. Employees who hold more than 10% of the shares of the ESOP in total may submit interim proposals to the holders’ meeting, which must be submitted to the management committee 3 days before the holders’ meeting.
(III) Management Committee
1. A management committee is set up for the employee stock ownership plan, which is responsible for the employee stock ownership plan and is the daily supervision and management organization of the employee stock ownership plan.
2. The management committee is composed of five members, with one chairman of the management committee. The members of the management committee shall be 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.
Bear the following obligations of loyalty:
(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 management committee, it is not allowed to open an account to deposit the assets or funds of the employee stock ownership plan in its own name or in the name of other individuals;
(4) Shall not, in violation of the provisions of these rules, lend ESOP funds to others or provide guarantee for others with ESOP property without the consent of the holders’ meeting;
(5) 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.
4. The management committee shall perform the following duties:
(1) Be responsible for convening the shareholders’ meeting;
(2) Supervise the daily management of ESOP on behalf of all holders;
(3) Exercise shareholders’ rights on behalf of all holders or authorize the asset management institution to exercise shareholders’ rights.
(4) Be responsible for docking with asset management institutions;
(5) Sign relevant agreements and contracts on behalf of the ESOP;
(6) Manage the benefit distribution of employee stock ownership plan;
(7) Decide the ownership of the remaining shares of the employee stock ownership plan and the shares forcibly transferred;
(8) Handle the share inheritance registration of employee stock ownership plan;
(9) Other duties of the authorized holders of the meeting.
5. The director 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.
6. The management committee shall convene a meeting from time to time, which shall be convened by the chairman of the management committee. All members of the management committee shall be notified in writing 3 days before the meeting. If all members of the management committee agree on the voting matters, they can convene and vote by means of communication.
7. Holders representing more than 10% of the shares and more than 1 / 3 of the members of the management committee may propose to convene an interim meeting of the management committee. The chairman of the management committee shall convene and preside over the meeting of the management committee within 5 days after receiving the proposal.
8. The notice of the management committee convening the meeting of the temporary management committee shall be sent by fax or specially assigned person; Time limit for notification: 3 days before the meeting.
9. 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.
10. The meeting of the management committee shall be held only when more than half of the members of the management committee are present. Decisions 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.
11. 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 means of communication and make resolutions, which shall be signed by the members of the management committee participating in the meeting.
12. 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.
13. 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.
14. 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).
Article 4 duration and lock up period of employee stock ownership plan
(I) duration of ESOP
The duration of the employee stock ownership plan is 36 months, which is calculated from the date when the general meeting of shareholders deliberates and approves the employee stock ownership plan. After the expiration of the duration of the employee stock ownership plan, it can be terminated or extended in advance in accordance with relevant laws and regulations.
(II) lock up period of shares held through employee stock ownership plan
1. The lock-in period of the employee stock ownership plan is 12 months, which is calculated from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan.
2. The ESOP will strictly abide by the market trading rules and the regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on not buying and selling stocks during the information sensitive period, and not buying and selling the company’s stocks 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.
3. During the lock-in period, when the company converts capital reserve into share capital and distributes stock dividends, the newly acquired shares of the employee stock ownership plan due to holding the company’s shares are locked together, and the unlocking period of these shares is the same as that of the corresponding shares. Article 5 disposal of ESOP rights and interests
After the expiration of the lock-in period, the management committee shall decide to vest the equity of the underlying stock corresponding to the employee stock ownership plan in the following ways:
For the centralized sale of the underlying shares corresponding to the shares whose ownership lock expires, the borrowing, expenses and taxes (if any) incurred due to the employee stock ownership plan shall be paid first, and the management committee shall distribute the remaining net income according to the proportion of the shares held by the holder.
The financial, accounting treatment, tax and other issues of the company’s implementation of the shareholding plan shall be implemented in accordance with relevant laws, administrative regulations, departmental rules and normative documents. The tax burden arising from the holder’s participation in the employee stock ownership plan shall be borne by the holder in accordance with the relevant tax system.
The holder shall strictly abide by the market trading rules and the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on not buying and selling stocks in the information sensitive period.
During the duration, except as stipulated in the employee stock ownership plan and relevant documents, the rights and interests of the employee stock ownership plan held by the holder shall not be transferred or withdrawn
