Securities code: Shenzhen Sunlord Electronics Co.Ltd(002138) securities abbreviation: Shenzhen Sunlord Electronics Co.Ltd(002138) Shenzhen Sunlord Electronics Co.Ltd(002138)
Phase III employee stock ownership plan
(Draft)
March, 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. Shenzhen Sunlord Electronics Co.Ltd(002138) the third phase of employee stock ownership plan can be implemented only after being approved by the general meeting of shareholders of the company. There is uncertainty whether the employee stock ownership plan can be approved by the general meeting of shareholders of the company;
2. There is uncertainty about the amount of capital contribution and the results of the implementation of the employee stock ownership plan;
3. After the establishment of the employee stock ownership plan, the company will manage it by itself or entrust a professional institution with asset management qualification for management, but there is uncertainty about whether it can achieve the scale and objectives of the plan;
4. The ESOP follows the principles of legal compliance, voluntary participation and risk bearing. If the subscription funds of employees are low, there is a risk that the ESOP will not be established;
5. The stock price is affected by many complex factors such as the company's operating performance, macroeconomic cycle, political and economic situation outside China and investor psychology. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it;
6. Please make careful decisions and pay attention to investment risks.
hot tip
1. Shenzhen Sunlord Electronics Co.Ltd(002138) (hereinafter referred to as "the company", "the company" and " Shenzhen Sunlord Electronics Co.Ltd(002138) ") the third phase of employee stock ownership plan is the company's relevant laws, administrative regulations, rules and regulations in accordance with the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the guidelines on self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws 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. After the establishment of the employee stock ownership plan, the company will manage it by itself or entrust a professional institution with asset management qualification to manage it. The upper limit of the total funds raised by the employee stock ownership plan is 157.52 million yuan, with "shares" as the subscription unit, and each share is 1.00 yuan. The source of funds is employees' legal salary, self raised funds and other ways permitted by laws and regulations. If the financing is allowed by laws and regulations, the financing funds will come from financial institutions in the future. Within the scope of legal compliance, the ratio of financing funds to self raised funds will not exceed 1:1. The company does not provide financial assistance or guarantee for its loans due to employees' participation in the employee stock ownership plan. The scope of participants in the ESOP is directors, supervisors, senior managers and employees of the company and its subsidiaries. The participants work in the company or its subsidiaries, receive remuneration and sign labor contracts. The total number of participants is no more than 77, including 10 directors, supervisors and senior managers of the company. The specific number of participants shall be determined according to the actual subscription of employees.
4. The stock source of the ESOP is the shares repurchased by the company's special account for repurchase. The number of shares does not exceed 6110100 shares, accounting for about 0.76% of the total share capital of the company on the announcement date of the draft plan. The company's shares held by all effective employee stock ownership plans of the company will not exceed 10% of the total share capital of the company, and the number of company shares corresponding to the employee stock ownership plan shares held by any holder will 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.
5. The duration of the employee stock ownership plan is 36 months. From the date when the general meeting of shareholders deliberates and approves the employee stock ownership plan, the employee stock ownership plan will automatically terminate at the expiration of the duration. The lock-in period of the employee stock ownership plan is 12 months, calculated from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan.
6. After the board of directors of the company reviews the ESOP and has no objection, the company will issue a notice of convening the general meeting of shareholders to review the ESOP. The shareholders' meeting of the company to review the ESOP will adopt the 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 shareholders, the related shareholders shall avoid voting. The ESOP can only be implemented after being approved by the general meeting of shareholders of the company.
7. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
1、 The purpose of the employee stock ownership plan 9 II. Basic principles of employee stock ownership plan 9 (I) principle of legal compliance 9 (II) principle of voluntary participation 9 (III) risk bearing principle 9 III. participants and determination criteria of employee stock ownership plan 9 (I) legal basis for determining the participants 9 (II) determination criteria of participants 10 (III) holders of ESOP IV. capital, stock size and subscription price of employee stock ownership plan 11 (I) capital source of employee stock ownership plan 11 (II) source and scale of the underlying shares involved in the employee stock ownership plan 12 (III) purchase price and pricing basis of the underlying shares involved in the employee stock ownership plan 12 v. lock up period and duration of employee stock ownership plan 13 (I) lock up period of employee stock ownership plan and its rationality and compliance 13 (II) duration of employee stock ownership plan 13 VI. management mode of employee stock ownership plan 14 (I) rights and obligations of the holder 14 (II) shareholders' meeting 14 (III) Management Committee 16 (IV) matters authorized by the general meeting of shareholders to the board of Directors nineteen
(V) income distribution of employee stock ownership plan 19 (VI) asset management organization 20 VII. Selection and appointment of the management organization of the employee stock ownership plan, main terms of the management agreement and management expenses 20 (I) selection and appointment of management organization of employee stock ownership plan 20 (II) main terms of the management agreement 20 (III) calculation and payment method of management expenses VIII. Shareholders' rights corresponding to the shares held by the employee stock ownership plan and the participation mode of the employee stock ownership plan in the company's financing IX. change and termination of employee stock ownership plan 21 (I) change of employee stock ownership plan 21 (II) termination of employee stock ownership plan 21 X. disposal of ESOP interests 21 (I) resignation of the holder 22 (II) retirement of holder 22 (III) death of the holder 22 (IV) the holder loses the ability to work 22 (V) other circumstances that the holder is no longer suitable to participate in the shareholding plan 23 Xi. Disposal of shares held after the expiration of the employee stock ownership plan 23 XII. Accounting treatment of employee stock ownership plan 23 XIII. Procedures to be performed for employee stock ownership plan 23 XIV. Relationship between ESOP and concerted action 24 XV. Other important matters twenty-five
1、 Interpretation
In the draft plan, unless otherwise specified in the text, the following abbreviations refer to the following meanings: Shenzhen Sunlord Electronics Co.Ltd(002138) / company / company refers to Shenzhen Sunlord Electronics Co.Ltd(002138) employee stock ownership plan, and the employee stock ownership plan refers to Shenzhen Sunlord Electronics Co.Ltd(002138) phase III employee stock ownership plan
Management rules refer to the management rules of Shenzhen Sunlord Electronics Co.Ltd(002138) phase III employee stock ownership plan
The draft plan refers to Shenzhen Sunlord Electronics Co.Ltd(002138) phase III employee stock ownership plan (Draft)
The holder indicates the employees of the company who participate 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
Asset management institutions or managers refer to professional institutions with relevant asset management qualifications
Senior management personnel refer to the president, vice president, chief financial officer, Secretary of the board of directors and other personnel specified in the articles of association of Shenzhen Sunlord Electronics Co.Ltd(002138)
The underlying stock refers to Shenzhen Sunlord Electronics Co.Ltd(002138) A shares of common stock
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million 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
Labor Contract Law refers to the labor contract law of the people's Republic of China
The articles of association refers to the Shenzhen Sunlord Electronics Co.Ltd(002138) articles of association
The standardized operation of listed companies on the main board refers to the standardized operation of the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 1 - the operation of listed companies on the main board
In this paper, if the total number is inconsistent with the mantissa of the sum of each sub item value, it is caused by rounding.
1、 Purpose of employee stock ownership plan
The company has formulated the Shenzhen Sunlord Electronics Co.Ltd(002138) third phase employee stock ownership plan (Draft) in accordance with the company law, securities law, guiding opinions, standardized operation of companies listed on the main board and other relevant laws, administrative regulations, rules, normative documents and the articles of association. The directors, supervisors, senior managers and employees of the company voluntarily, legally and legally participate in the employee stock ownership plan, and the purpose of holding the company's shares is to:
(I) establish and improve the benefit sharing mechanism between workers and owners, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company, so as to bring more efficient and lasting returns to shareholders;
(II) further improve the corporate governance structure, advocate the concept of common and sustainable development between the company and individuals, effectively mobilize the enthusiasm of managers and employees, and improve the cohesion and competitiveness of employees;
(III) attract and retain excellent management talents and business backbones, take into account the long-term and short-term interests of the company, and attract all kinds of talents more flexibly, so as to better 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 participants of the employee stock ownership plan are determined in accordance with the company law, securities law, labor contract law, guidance, standardized operation of main board listed companies and other relevant laws, administrative regulations, rules and the articles of association. The company's employees participate in the employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk-taking.
The scope of participants in the ESOP is directors, supervisors, senior managers and employees of the company and its subsidiaries. The participants work in the company or its subsidiaries, receive remuneration and sign labor contracts. （2） Criteria for determining participants
The participants of this 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.
