Topsec Technologies Group Inc(002212) board of directors
Explanation on whether the company’s “striver” phase I ESOP (Draft) complies with the relevant provisions of the guiding opinions on the pilot implementation of ESOP by listed companies Topsec Technologies Group Inc(002212) (hereinafter referred to as “the company”) in accordance with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China 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”) and other laws and regulations issued by the CSRC, The first phase of employee stock ownership plan (Draft) (hereinafter referred to as the “Employee Stock Ownership Plan”) of the company has been formulated. All directors of the company, in a prudent and responsible attitude, now state whether the employee stock ownership plan complies with the guiding opinions and other relevant provisions as follows:
1. The company is not prohibited from implementing the shareholding plan as stipulated in the guiding opinions and other laws and regulations; 2. The contents of the company’s implementation of the employee stock ownership plan this time comply with the provisions of relevant laws and regulations such as the guiding opinions and regulatory guidelines No. 1, and the employee stock ownership plan this time complies with the principles of the employee stock ownership plan in the guiding opinions;
3. The board of supervisors issued review opinions on the employee stock ownership plan, and considered that the decision-making procedures for the company to review the relevant proposals of the employee stock ownership plan were legal and effective. The employee stock ownership plan was conducive to the sustainable development of the listed company, and there was no situation that harmed the interests of the company and all shareholders, or forced employees to participate in the employee stock ownership plan by means of apportionment and forced distribution;
4. The board of supervisors verified the list of holders of the employee stock ownership plan, and considered that the holders proposed in the employee stock ownership plan met the holder conditions specified in the guiding opinions, regulatory guidelines No. 1 and other relevant laws, regulations and normative documents, met the holder range specified in the employee stock ownership plan, and their subject qualification as the holders of the company’s employee stock ownership plan was legal and effective;
5. The company does not provide financial assistance to holders or guarantee their loans. The implementation of employee stock ownership plan by the company can improve the incentive and restraint mechanism of the company, improve the sustainable development ability of the company, make the operators and shareholders form a community of interests, improve the management efficiency and the enthusiasm, creativity and sense of responsibility of the operators, and is ultimately conducive to the strategic realization and sustainable development of the company.
To sum up, the board of Directors believes that the implementation of the ESOP by the company complies with the guiding opinions, regulatory guidelines No. 1 and other relevant provisions.
Topsec Technologies Group Inc(002212) board of directors March 27, 2002
