Securities code: Suzhou Sushi Testing Group Co.Ltd(300416) securities abbreviation: Suzhou Sushi Testing Group Co.Ltd(300416) bonds Code: 123060 bonds abbreviation: Jiangsu test convertible bonds Suzhou Sushi Testing Group Co.Ltd(300416)
Management measures for phase II employee stock ownership plan
March, 2002
Chapter I General Provisions
Article 1 in order to ensure the smooth implementation of the second phase of the employee stock ownership plan of Suzhou Sushi Testing Group Co.Ltd(300416) (hereinafter referred to as ” Suzhou Sushi Testing Group Co.Ltd(300416) ,” listed company “or” the company “) (hereinafter referred to as” the employee stock ownership plan “,” the employee stock ownership plan “or” the plan “), in accordance with the company law of the people’s Republic of China (hereinafter referred to as” the company law “) and the securities law of the people’s Republic of China (hereinafter referred to as” the securities law “) The guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as the “guidelines for standardized operation of gem”) and other relevant laws, regulations and normative documents, as well as the Suzhou Sushi Testing Group Co.Ltd(300416) articles of Association (hereinafter referred to as the “articles of association”) In accordance with the provisions of Suzhou Sushi Testing Group Co.Ltd(300416) phase II employee stock ownership plan (Draft) (hereinafter referred to as “the draft employee stock ownership plan” or “the draft plan”), the administrative measures for Suzhou Sushi Testing Group Co.Ltd(300416) phase II employee stock ownership plan (hereinafter referred to as “the administrative measures”) are hereby formulated.
Chapter II Formulation of employee stock ownership plan
Article 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 independent decision of the company, and the employees participate voluntarily. The company does not force the 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 3 procedures to be performed for ESOP
(I) the board of directors of the company is responsible for preparing the draft of the employee stock ownership plan.
(II) before implementing the ESOP, the company shall fully solicit the opinions of employees through the employee congress and other organizations.
(III) the board of directors shall review the draft of the employee stock ownership plan, and the independent directors shall express their opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company, whether it damages the interests of the listed company and all shareholders, whether they solicit the opinions of employees before the launch of the plan, and whether there are ways to force employees to participate in the employee stock ownership plan, such as apportionment and forced distribution.
(IV) the board of supervisors is responsible for expressing opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company, whether it damages the interests of the listed company and all shareholders, whether it solicits the opinions of employees before the launch of the plan, and whether there are forced employees to participate in the employee stock ownership plan by means of apportionment and forced distribution.
(V) when the board of directors reviews the ESOP, the directors associated with the ESOP shall withdraw from voting. The board of directors shall announce the resolution of the board of directors, the draft of the employee stock ownership plan, the opinions of independent directors, the opinions of the board of supervisors and other documents within 2 trading days after the deliberation and approval of the employee stock ownership plan.
(VI) the company employs a law firm to issue legal opinions on whether the ESOP and its related matters are legal and compliant, whether necessary decision-making and approval procedures have been performed, and announce the legal opinions 2 trading days before the shareholders’ meeting.
(VII) when the general meeting of shareholders is convened to review the ESOP, the controlling shareholders, actual controllers and other shareholders associated with the ESOP shall abstain from voting. The general meeting of shareholders will adopt the combination of on-site voting and online voting. The ESOP can be implemented after being approved by more than half of the effective voting rights attending the general meeting of shareholders.
(VIII) hold a meeting of the holders of the employee stock ownership plan, elect members of the management committee, clarify the specific matters of the implementation of the employee stock ownership plan, and timely disclose the convening of the meeting and relevant resolutions.
(IX) the company implements the employee stock ownership plan, and within 2 trading days after the transfer of the subject stock to the name of the employee stock ownership plan is completed, the time, quantity, proportion and other information of obtaining the subject stock shall be disclosed in the form of temporary announcement. (x) other procedures required by the CSRC and Shenzhen Stock Exchange.
Article 4 determination basis and scope of ESOP holders
(I) determination basis of ESOP holders
1. Legal basis determined by the holder
The company determines the list of participants of the employee stock ownership plan in accordance with the company law, the securities law, the guiding opinions, the guidelines for the standardized operation of gem and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation. The company’s employees participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
All participants must work in the company (including holding subsidiaries and branches, the same below), receive remuneration and sign labor contracts or labor contracts.
2. Title basis determined by the holder
The participants of this ESOP shall meet one of the following criteria:
(1) Directors (excluding independent directors), supervisors and senior managers of the company;
(2) The company’s core management personnel, core technical (business) personnel and other key personnel.
Eligible employees shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
(II) scope of ESOP holders
The holders of the employee stock ownership plan include some directors (excluding independent directors), supervisors, senior managers, core managers, core technical (business) personnel and other key personnel of the company, with a total of no more than 300. The specific number of participants is determined according to the actual payment of employees.
Article 5 capital source of employee stock ownership plan
The fund sources of the employee stock ownership plan include employees’ legal salary, self raised funds and other methods permitted by laws and regulations. The company does not provide financial assistance such as advance, guarantee and loan to the holders in any way, nor does it have arrangements for a third party to provide rewards, subsidies, subsidies and other details for employees to participate in the stock ownership plan.
The total amount of funds raised by the employee stock ownership plan shall not exceed 58046185 million yuan, with “shares” as the subscription unit, and each share is 1.00 yuan.
The specific shares held by the holders of the employee stock ownership plan and the corresponding amount shall be determined according to their actual contributions.
Article 6 stock source of employee stock ownership plan
The stock source of this ESOP is Suzhou Sushi Testing Group Co.Ltd(300416) A-share common stock repurchased by the company’s special securities account for stock repurchase.
The company held the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors on February 1, 2021, deliberated and adopted the proposal on share repurchase scheme of the company, and disclosed the repurchase report (Announcement No.: 2021011) on February 5, 2021. As of June 22, 2021, the company has repurchased 2957014 shares of the company through centralized bidding through the special account for share repurchase, accounting for 1.12% of the total share capital of the company as of June 22, 2021 (excluding the shares in the special account for repurchase). The maximum transaction price is 24.38 yuan / share, the minimum transaction price is 17.29 yuan / share, and the total transaction amount is 6426510046 yuan (including transaction costs), The company’s share repurchase has been completed.
After the ESOP is deliberated and approved by the general meeting of shareholders of the company, the company’s shares held in the special securities account for stock repurchase of the company will be obtained through non trading transfer and other ways permitted by laws and regulations.
Article 7 stock purchase price of employee stock ownership plan and its determination method
(I) purchase price
The price of the shares in the repurchase account of the company transferred by the employee stock ownership plan is 19.63 yuan / share, which is 66.67% of the average trading price of the company’s shares (29.44 yuan / share) 20 trading days before the publication of the draft plan.
During the period from the announcement date of the resolution of the board of directors to the purchase of repurchased shares in the employee stock ownership plan, if the company has ex rights and ex interests matters such as conversion of capital reserve into share capital, share distribution and dividend distribution, the purchase price will be adjusted accordingly.
(II) determination method of purchase price
The purchase price and determination method of the employee stock ownership plan are determined with the fundamental purpose of promoting the long-term development of the company and safeguarding shareholders’ rights and interests, based on the recognition of the confidence and internal value of the company’s future development prospects, and taking into account the reasonable incentive to the participating employees at a reasonable cost.
The income of the holder depends on the achievement of the company’s performance and personal performance appraisal and the growth of market value in the future. The interests of employees are consistent with the interests of shareholders and achieve long-term and deep binding. The implementation of this plan is conducive to stabilizing and motivating the team, so as to promote the continuous and stable development of the company’s performance. The plan obtains the company’s shares through non trading transfer, and takes 66.67% of the average trading price of the company’s shares 20 trading days before the publication of the draft plan as the purchase price. This pricing method will improve the enthusiasm of employees to participate in the ESOP. At the same time, the company has also set the company’s performance evaluation objectives and phased unlocking mechanism, reflecting the requirements of equal incentives and constraints; The incentive mechanism inherent in the employee stock ownership plan will have a positive impact on the company’s sustainable operation ability and shareholders’ rights and interests, and there is no damage to the interests of listed companies and all shareholders.
Article 8 duration, lock-in period and assessment setting of employee stock ownership plan
(I) duration of employee stock ownership plan
1. The duration of the employee stock ownership plan is 36 months, which is calculated from the date when the draft of the employee stock ownership plan is considered and approved by the general meeting of the company and the company announces the last transfer of the company’s shares to the name of the employee stock ownership plan. If the employee stock ownership plan is not extended at the expiration of its duration, it will be terminated automatically.
2. If all the underlying shares held by the employee stock ownership plan are sold, and the liquidation and distribution are completed according to the regulations, the employee stock ownership plan can be terminated in advance after being deliberated and approved by the holders’ meeting and the board of directors.
3. Two months before the expiration of the duration of the employee stock ownership plan, if all the company’s shares held have not been sold, the duration of the employee stock ownership plan can be extended after more than 2 / 3 shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
4. If the company’s shares held by the employee stock ownership plan cannot be fully realized before the expiration of the duration due to the suspension of trading or short window period of the company’s shares, the duration of the employee stock ownership plan can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval. 5. The company shall disclose a suggestive announcement six months before the expiration of the duration of the employee stock ownership plan, stating the number of shares held by the expiring employee stock ownership plan and its proportion in the total share capital of the company.
6. A listed company shall disclose the number of shares held by the expired ESOP and their proportion in the total share capital of the company and the disposal arrangements after the expiration at the latest when the duration of the ESOP expires. If it is proposed to extend the period, it shall explain the differences one by one in accordance with the disclosure requirements in article 7.8.7 of the guidelines for the standardized operation of gem, and shall be approved by more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting, submitted to the board of directors of the company for deliberation and approval, and fulfill the corresponding disclosure obligations.
(II) lock up period of employee stock ownership plan
1. The subject shares obtained by the employee stock ownership plan through non trading transfer and other methods permitted by laws and regulations will be unlocked in two phases 12 months after the employee stock ownership plan is considered and approved by the general meeting of shareholders and the company announces the transfer of the subject shares to the name of the employee stock ownership plan, as follows:
Unlocking schedule unlocking time unlocking proportion
Since the draft plan has been deliberated and approved by the general meeting of shareholders and the company’s announcement
50% of the date when the last underlying shares of the first batch of unlocking time point are transferred to the name of the employee stock ownership plan
12 months from the beginning
Since the draft plan has been deliberated and approved by the general meeting of shareholders and the company’s announcement
50% of the date when the last underlying shares of the second batch of unlocking time point are transferred to the name of the employee stock ownership plan
24 months from the beginning
The shares derived from the underlying shares obtained by the employee stock ownership plan due to the distribution of stock dividends and the conversion of capital reserve by the listed company shall also comply with the above share locking arrangements.
2. Transaction restrictions of the employee stock ownership plan
The employee stock ownership plan will strictly abide by the market trading rules and the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on stock trading. The company’s shares shall not be traded 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.
The above “major events” are transactions or other major events that the company should disclose in accordance with the provisions of the Shenzhen Stock Exchange GEM Listing Rules.
In case of any change in relevant laws, administrative regulations, departmental rules or normative documents in the future, the new requirements shall prevail.
