Topsec Technologies Group Inc(002212)
Measures for the administration of “striver” phase I employee stock ownership plan
Chapter I General Provisions
Article 1 in order to standardize the implementation of the first phase of the employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan”) of the “striver” of Topsec Technologies Group Inc(002212) (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 (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”) Relevant laws, administrative regulations and rules such as the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “regulatory guidelines No. 1”) of the CSRC The administrative measures for the first phase of the employee stock ownership plan of Topsec Technologies Group Inc(002212) striver (hereinafter referred to as the “measures”) are hereby formulated in accordance with the provisions of normative documents, the articles of association of Topsec Technologies Group Inc(002212) and the first phase of the employee stock ownership plan of Topsec Technologies Group Inc(002212) striver (Draft).
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 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 3 holders of employee stock ownership plans
(I) legal basis for determining participants
The company has determined the list of participants of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, regulatory guidelines No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation.
(II) job basis for determining participants
The participants of the employee stock ownership plan are directors (excluding independent directors), supervisors, senior managers, core managers of the company and its subsidiaries, and core business (technical) personnel of the company and its subsidiaries. All participants must have employment, employment or labor relations with the company or its subsidiaries within the validity period.
The total number of participants in this ESOP shall not exceed 240 (excluding employees who may be redistributed in the future). The specific number of participants shall be determined according to the actual contributions of employees. The participation of the above employees in this ESOP follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced participation of employees by means of apportionment, forced distribution, etc.
Article 4 the scale of the underlying stock involved in the employee stock ownership plan
The scale of the underlying shares involved in the employee stock ownership plan does not exceed 23719000 shares, accounting for 2.00% of the total share capital of the company. The specific number of shares is determined by the actual contribution of employees. The company will timely fulfill the obligation of information disclosure as required.
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, The number of underlying shares corresponding to the employee stock ownership plan shares held by any holder shall not exceed 1% of the total share capital of the company (excluding 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). Article 5 source of underlying stock involved in ESOP
The share source of this ESOP is the company’s A-share common stock repurchased by the company’s special securities account.
On December 27, 2020, the company held the fourth meeting of the sixth board of directors, deliberated and adopted the proposal on repurchase of shares of the company by means of centralized bidding transaction, and agreed to use its own funds to repurchase shares of the company by means of centralized bidding transaction for the subsequent implementation of equity incentive plan or employee stock ownership plan. According to the announcement on the completion of share repurchase and share change (Announcement No.: 2021017) disclosed by the company on February 9, 2021, as of February 5, 2021, the above share repurchase scheme of the company has been implemented. The total number of shares repurchased by the company through the special securities account for repurchase through centralized bidding transaction is 29071888 shares, accounting for 2.47% of the total share capital of the company at that time. The maximum transaction price is 21.00 yuan / share, the minimum transaction price is 19.19 yuan / share, the total transaction amount is 59993877959 yuan (excluding transaction costs), and the total amount of funds used is 59999886324 yuan (including transaction costs).
After the employee stock ownership plan is approved by the general meeting of shareholders of the company, the employee stock ownership plan will transfer 23719000 shares of the above repurchase amount of the company through non transaction transfer and other ways permitted by laws and regulations.
Article 6 capital source of employee stock ownership plan
The capital sources of this ESOP are the legal salary of employees, self raised funds and other ways allowed by laws and regulations. The company does not provide financial assistance to holders or guarantee their loans. This ESOP does not involve leveraged funds, and there is no arrangement for a third party to provide rewards, subsidies, subsidies, etc. for employees to participate in the ESOP.
The upper limit of the total capital of this ESOP is no more than 142314000 yuan. The “share” is taken as the subscription unit, each share is 1 yuan, and the upper limit of the share of the ESOP is 142314000. The specific number of shares held by the holders of the stock ownership plan shall be determined according to the actual contributions of employees.
Article 7 duration and lock-in period of employee stock ownership plan
(I) decision making procedures for the duration of the employee stock ownership plan and its renewal after the expiration of the duration
1. The duration of the employee stock ownership plan is 84 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. If the ESOP is not extended at the expiration of its duration, it will be terminated automatically. During the duration, all the shares of the employee stock ownership plan are sold and can be terminated in advance. 2. One month 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 with the consent of more than 2 / 3 of the shares held by the holders attending the holders’ meeting.
3. If the company’s shares held by the employee stock ownership plan cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of trading of the company’s shares or the short window period, the duration of the employee stock ownership plan can be extended with the consent of more than 2 / 3 of the shares held by the holders attending the holders’ meeting.
4. A listed 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.
5. A listed company shall disclose the number of shares held by the expired employee stock ownership plan and its proportion in the total share capital of the company and the disposal arrangements after the expiration at the latest when the duration of the employee stock ownership plan expires. If it is proposed to extend the period, it shall explain the differences from that before the extension item by item according to the disclosure requirements of regulatory guidelines No. 1, and perform the corresponding review procedures and disclosure obligations according to the provisions of the employee stock ownership plan.
(II) lock up period of the underlying shares involved in the 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 three phases 12 months after the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, with a maximum locking period of 36 months, as follows:
The time point of the first batch of unlocking: it is 12 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 33% of the total subject stock held in the employee stock ownership plan.
The second batch of unlocking time: 24 months from the date when the company announced the last transfer of the subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 33% of the total number of the subject stock held in the employee stock ownership plan;
The third batch of unlocking time point: it is 36 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 34% of the total subject stock held in the employee stock ownership plan.
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. Company level performance appraisal
The rights and interests of the underlying shares subscribed by the holders will be unlocked in three phases according to the performance evaluation results at the company level 12 months, 24 months and 36 months after the draft of the employee stock ownership plan is considered and approved by the company’s general meeting and the company announces the last transfer of the underlying shares to the name of the employee stock ownership plan.
The appraisal year for unlocking the rights and interests of the underlying stock granted by the employee stock ownership plan is three fiscal years from 2022 to 2024, which is assessed once every fiscal year. The performance appraisal objectives of each year and the unlocking proportion at the company level are shown in the table below:
Target value of annual operating revenue growth rate based on 2021 net profit and 2021 operating revenue. The unlocking period corresponds to the target value of annual net profit growth rate of the assessment year
First unlock period 202230% 20%
The second unlocking period is 60% and 40% in 2023
Third unlock period 2024100% 60%
Actual number of company performance assessment objectives completed and unlocked proportion at the company level
(based on net profit and operating income in 2021)
Annual net profit growth rate ≥ 100% of the target value
80% of the target value ≤ annual net profit growth rate the target value, and the annual operating revenue increases by 90%
Rate ≥ target value
Annual net profit rate ≤ 80% of target value
Operating income growth rate target value
80% of the target value ≤ annual net profit growth rate the target value, and the annual operating revenue increases by 70%
Rate 80% of target value
Annual net profit growth rate 80% of the target value, and annual operating revenue growth rate ≥ 60% of the target value
100% of value
Annual net profit growth rate 80% of the target value, and 80% of the target value ≤ 50% of annual operating revenue
Input growth rate target value
The annual net profit growth rate is less than 80% of the target value, and the annual operating revenue growth rate is less than 0% of the target value
80% of value
explain:
(1) The above target calculation of “net profit in 2021” and “annual net profit growth rate” is based on the net profit attributable to the shareholders of the listed company excluding the impact of share based payment expenses, that is, the calculation formula is: the net profit attributable to the shareholders of the listed company in the audited consolidated statements + the share based payment expenses amortized in the current year; The above share based payment expenses include the share based payment expenses arising from this and all other equity incentive plans and employee stock ownership plans within the validity / duration.
(2) The above target calculation of “operating revenue in 2021” and “annual operating revenue growth rate” refers to the operating revenue in the audited consolidated statements.
During the above-mentioned unlocking periods, the unlocking proportion at the company level shall be determined according to the achievement of the performance objectives at the company level. The corresponding share of the part that cannot be unlocked shall be recovered by the management committee. After the sale at the right time, it shall be returned to the holder according to the lower of the original capital contribution of the corresponding share and the sale income, and the income shall be owned by the company
3. Individual level performance appraisal
Under the guidance of the remuneration and assessment committee, the company and its subsidiaries assess the holders annually and determine the unlocking proportion according to the assessment results. The actual unlocking amount of individuals in the current year = the unlocking proportion at the company level × Unlock ratio at individual level × The individual plans to unlock the quota in the current year. If the number of shares actually unlocked by the holder is less than the target number, the management committee will withdraw the shares that fail to meet the unlocking conditions and have the right to decide whether to distribute the shares to other employees, The employee shall meet the standards for the participants of the employee stock ownership plan (at that time, the management committee will independently agree on the transfer of the share according to the actual situation and relevant restrictions, such as whether to be transferred by other qualified employees, the transferred share, the transfer price, the lock-in period, performance evaluation, etc.). If the share has not been distributed within the duration of the employee stock ownership plan, the undistributed part shall be sold by the company at an opportunity within the renewal period after the unlocking date, and returned to the holder according to the lower value of the original capital contribution and the sale income of the corresponding share, and the income shall be owned by the company.
The performance evaluation results of the holder are divided into five grades: A, B, C, D and e. the evaluation form is applicable to the evaluation object. At that time, the unlocking proportion of the holder shall be determined according to the following table:
Evaluation results a b c d e
Unlocking ratio 100% 90% 80% 60% 0%
4. The ESOP will strictly abide by the market trading rules and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on stock trading. The company’s shares shall not be traded during the following periods
