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)
Summary of phase II employee stock ownership plan (Draft)
March, 2002
statement
The company and all members of the board of directors and the board of supervisors guarantee that there are no false records, misleading statements or major omissions in the ESOP and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1、 The employee stock ownership plan of the company can be implemented only after it is 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、 The specific capital source, contribution proportion 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’s subscription fund is low, there is a risk that the employee stock ownership plan cannot be established; If the subscription funds of employees are insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale.
4、 The company will disclose relevant progress in the future according to the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
I Suzhou Sushi Testing Group Co.Ltd(300416) (hereinafter referred to as ” Suzhou Sushi Testing Group Co.Ltd(300416) ” or “the company”) phase II employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan” and “the plan”) is the guidance on the pilot implementation of employee stock ownership plan by Listed Companies 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 employee stock ownership plan by listed companies Relevant laws, administrative regulations, rules, normative documents and the provisions of the Suzhou Sushi Testing Group Co.Ltd(300416) articles of association, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc.
2、 The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no situation of forced employees to participate in the stock ownership plan such as apportionment and forced distribution.
3、 The participants of the employee stock ownership plan are some directors (excluding independent directors), supervisors, senior managers, core managers, core technical (business) personnel and other key personnel of the company (including holding subsidiaries and branches, the same below) who play an important role and influence on the overall performance and medium and long-term development of the company. The total number of participants in the employee stock ownership plan shall not exceed 300, and the specific number of participants shall be determined according to the actual contributions of employees. Among them, there are no more than 11 directors (excluding independent directors), supervisors and senior managers. The specific number of participants is determined according to the actual contributions of employees.
4、 The total amount of funds to be raised in the employee stock ownership plan shall not exceed 58046185 million yuan, and the final total amount of funds raised shall be subject to the actual total amount of funds raised. The capital source of the employee stock ownership plan is the legal salary of employees, self raised funds and other ways allowed by laws and regulations. The company will not provide advance, guarantee, loan and other financial assistance to the participants in any way.
5、 The share source of this ESOP is Suzhou Sushi Testing Group Co.Ltd(300416) a ordinary shares repurchased by the company’s special account for share repurchase. 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. The total number of shares transferred under the employee stock ownership plan does not exceed 2957014 shares, accounting for 1.04% of the company’s current total share capital of 284583687 shares.
6、 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, and the total number of shares corresponding to the share of employee stock 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 the holder before the listing of the company’s initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive.
7、 The average price of the company’s shares repurchased in the draft trading plan was 19.66 yuan / day, which was 29.66% of the average price of the company’s shares repurchased in the draft trading plan.
8、 The duration of the employee stock ownership plan is 36 months, calculated from the date when the draft of the employee stock ownership plan is deliberated and approved by the general meeting of shareholders of the company and the company announces the transfer of the last subject stock to the name of the employee stock ownership plan. The subject shares obtained by the employee stock ownership plan are unlocked in two phases. The unlocking time points are 12 months and 24 months from the date when the company announces the last transfer of the subject shares to the name of the employee stock ownership plan. The proportion of the subject shares unlocked in each phase is 50% and 50% respectively. The specific unlocking proportion and quantity of each phase are determined according to the performance evaluation results.
The duration of the employee stock ownership plan will be terminated automatically after the expiration of the duration. The duration of the employee stock ownership plan can also be extended before the expiration of the duration. The duration of the employee stock ownership plan can be extended after more than 2 / 3 (including) shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors of the company for deliberation and approval.
9、 During the duration, the employee stock ownership plan shall be managed by the company itself. The plan establishes a management committee to exercise shareholders’ rights on behalf of the holders and carry out daily management of the employee stock ownership plan.
10、 Before implementing the employee stock ownership plan, the company has solicited employees’ opinions through the employee congress. After the board of directors of the company deliberates and approves the ESOP, the company will issue a notice of convening the general meeting of shareholders and submit it to the general meeting of shareholders for deliberation. 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 employee stock ownership plan will adopt the combination of on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during 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 that employees need to pay due to their participation in the employee stock ownership plan shall be borne by the employees themselves.
12、 The implementation of the employee stock ownership plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 risk warning 2 special tips 3 chapter I interpretation Chapter II purpose and basic principles of employee stock ownership plan Chapter III determination basis and scope of ESOP holders Chapter IV capital, stock source, scale and purchase price of employee stock ownership plan Chapter V Duration, lock-in period and assessment setting of employee stock ownership plan Chapter VI management mode of employee stock ownership plan Chapter VII asset composition and equity distribution of employee stock ownership plan Chapter VIII change and termination of employee stock ownership plan and disposal of holder’s rights and interests Chapter IX Rights and obligations of the company and its holders 30 Chapter X relationship and concerted action relationship of employee stock ownership plan 32 Chapter XI other important matters thirty-three
Chapter I interpretation
In the draft plan, unless the context otherwise requires, the following abbreviations refer specifically to the following meanings: Suzhou Sushi Testing Group Co.Ltd(300416) , the company, the company, the employee stock ownership plan of Suzhou Sushi Testing Group Co.Ltd(300416) listed company, the employee stock ownership plan of Suzhou Sushi Testing Group Co.Ltd(300416) phase II employee stock ownership plan of Suzhou Sushi Testing Group Co.Ltd(300416) phase II employee stock ownership plan of this plan, the draft employee stock ownership plan of this plan, and the draft plan of Suzhou Sushi Testing Group Co.Ltd(300416) phase II employee stock ownership plan of this plan
The holder indicates the employees of the company who participate in the employee stock ownership plan
Holder’s meeting refers to the meeting of holders of the employee stock ownership plan
Management Committee refers to the Management Committee of the employee stock ownership plan
The underlying stock refers to the common stock of A-share of the Soviet pilot test transferred and held by the employee stock ownership plan through legal means
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Suzhou Sushi Testing Group Co.Ltd(300416) phase II employee stock ownership plan
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
The guidelines for the standardized operation of gem refers to the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – the standardized operation of companies listed on GEM
The articles of association refers to the Suzhou Sushi Testing Group Co.Ltd(300416) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: any discrepancy between the total amount and the mantissa of the sum of the sub item values in this plan is caused by rounding.
Chapter II purpose and basic principles of employee stock ownership plan
1、 Purpose of employee stock ownership plan
The company has formulated the draft plan in accordance with the provisions of the company law, the securities law, the guiding opinions, the guidelines for the standardized operation of the gem and other relevant laws, administrative regulations, rules, normative documents and the articles of association. The employees of the company voluntarily, legally and legally participate in the ESOP. The implementation of the ESOP aims to establish and improve the benefit sharing mechanism of employees and shareholders, improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, mobilize the enthusiasm and creativity of employees, and 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 truly, accurately, completely and timely performs the obligation of 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.
(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.
Chapter III determination basis and scope of ESOP holders
1、 Determination basis of ESOP holders
(I) legal basis for the determination of 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.
(II) job 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.
2、 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.
3、 Verification of ESOP holders
The lawyer employed by the company shall issue legal opinions on whether the qualifications of the participants comply with relevant laws and regulations, the articles of association and the employee stock ownership plan.
4、 List of holders and share distribution of employee stock ownership plan
When the ESOP is established, the total capital does not exceed 580461850 yuan. The “share” is taken as the subscription unit, and each share is 1.00 yuan. The upper limit of the share of the ESOP is 580461850. The specific number of shares held by the holders of the employee stock ownership plan is determined by the actual contributions of employees.
The participants of the ESOP are the employees of the company, including 11 directors, supervisors and senior managers of the company who intend to participate in the ESOP
