Venustech Group Inc(002439) the management measures for the third phase of employee stock ownership plan (Revised Version)
April, 2002
Chapter I General Provisions
Article 1 in order to further mobilize the enthusiasm and creativity of all employees, attract and retain excellent talents, improve the cohesion and centripetal force of Venustech Group Inc(002439) (hereinafter referred to as “the company” or ” Venustech Group Inc(002439) “), improve the long-term incentive mechanism, realize the sustainable and healthy development of the company, realize the common growth of employees and company values, improve the level of corporate governance and safeguard the interests of all shareholders, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan and other relevant laws, administrative rules and regulations The management measures (hereinafter referred to as “the measures”) are hereby formulated in accordance with the relevant provisions of normative documents and the articles of association of Venustech Group Inc(002439) and the third employee stock ownership plan (Draft) of Venustech Group Inc(002439) Information Technology Group Co., Ltd. (hereinafter referred to as “the employee stock ownership plan” or “the current plan”).
Chapter II Formulation and implementation of employee stock ownership plan
Article 2 basic principles of ESOP
（1） Principle of legal compliance
All relevant entities of the current plan must strictly abide by the market trading rules, perform the procedures in accordance with the provisions of laws and administrative regulations, and truly, accurately, completely and timely implement the 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.
（2） Principle of voluntary participation
The implementation of the employee stock ownership plan by the company will follow the independent decision of the company, and employees will participate voluntarily. The company shall not force employees to participate in the company’s employee stock ownership plan by means of apportionment, forced distribution, etc.
（3） 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 implementation procedures of employee stock ownership plan
（1） The board of directors of the company is responsible for preparing the draft employee stock ownership plan, and submitting it to the board of directors for deliberation after fully soliciting the opinions of employees through the employee congress.
（2） The board of directors deliberated and approved the draft of the employee stock ownership plan. The independent directors shall express independent opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether there are ways to force employees to participate in the employee stock ownership plan, such as apportionment and forced distribution.
（3） The board of supervisors is responsible for verifying the list of holders and expressing its opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether there are ways of apportionment and forced distribution to force employees to participate in the ESOP. （4） The board of directors shall announce the resolutions of the board of directors, the draft ESOP, the opinions of independent directors and the board of supervisors and other relevant documents within 2 trading days after the ESOP is considered and approved by the board of directors.
（5） The company employs a law firm to issue a legal opinion on the employee stock ownership plan.
（6） The company issues the notice of convening the general meeting of shareholders and announces the legal opinion before the general meeting of shareholders.
（7） Convene a general meeting of shareholders to review the employee stock ownership plan. The general meeting of shareholders will adopt a 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 current plan involves relevant directors and shareholders, relevant directors and shareholders shall avoid voting. The current plan can be implemented after being approved by more than half of the effective voting rights attending the general meeting of shareholders.
（8） The employee stock ownership plan can be implemented only after being deliberated and approved by the general meeting of shareholders.
（9） Within 2 trading days after completing the purchase of the underlying stock or the transfer of the underlying stock to the name of the employee stock ownership plan, disclose the time, quantity, proportion and other information of obtaining the underlying stock in the form of temporary announcement.
Chapter III determination basis and scope of participants in employee stock ownership plan
Article 4 basis for determining the holders of the current employee stock ownership plan
（1） Legal basis determined by the holder
The holder of the ESOP is 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 the ESOP by listed companies, and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – ESOP and other relevant laws and regulations Determined according to the relevant provisions of normative documents and the articles of association of Venustech Group Inc(002439) Information Technology Group Co., Ltd. The company’s employees participate in this ESOP in accordance with the principles of voluntary participation, legal compliance and risk bearing.
（2） Job basis determined by the holder
The holders of the ESOP are the core employees and technical backbones of the company and its subsidiaries.
All holders shall work in the company and its subsidiaries, sign labor contracts or employment contracts with the company or its subsidiaries and receive remuneration.
Article 5 scope of ESOP holders
The total number of employees participating in this ESOP shall not exceed 245. The board of directors of the company may adjust the list and distribution proportion of employees participating in the employee stock ownership plan according to the changes and assessment of employees.
Article 6 verification of ESOP holders
The board of supervisors of the company shall verify the list of holders and explain the verification at the general meeting of shareholders.
The lawyer hired by the company shall express clear opinions on the qualifications of ESOP holders.
Article 7 list of ESOP holders and share distribution
The employee stock ownership plan takes the share as the holding unit, and each share corresponds to one share of the underlying stock. The upper limit of the share held by the employee stock ownership plan is 4125184 shares. The final distribution share and proportion of each participant shall be subject to the actual situation after the establishment of the final plan.
The number of participants in the employee stock ownership plan is 245. The share and proportion of the employee stock ownership plan to which each holder ultimately belongs will be finally determined according to the achievement of the company’s performance objectives during the attribution assessment period.
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, and the total number of shares corresponding to the share interests obtained by any holder 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 employees before the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
Chapter IV capital source, stock source and price of employee stock ownership plan
Article 8 stock source of employee stock ownership plan
The source of ESOP shares is Venustech Group Inc(002439) A shares repurchased by the company’s special account for repurchase.
The company deliberated and approved the repurchase at the 45th (Interim) and 47th (Interim) meetings of the third board of directors held on October 15, 2018 and October 31, 2018 respectively, Accordingly, the proposal on the plan for repurchasing the company’s shares to stimulate employees was deliberated and approved by the fourth extraordinary general meeting of shareholders in 2018 held on October 31, 2018 and the fifth extraordinary general meeting of shareholders in 2018 held on November 19, 2018 with a special resolution. It is proposed to repurchase the company’s shares to stimulate employees. On April 3, 2019, the 51st (Interim) meeting of the third board of directors held by the company deliberated and adopted the proposal on adjusting the share repurchase scheme.
On November 21, 2018, the Company repurchased the company’s shares through centralized bidding trading through the special securities account for stock repurchase for the first time and made an announcement. On November 20, 2019, the company issued the announcement on the expiration of the repurchase period of the company’s shares and the implementation results of the repurchase. As of November 18, 2019, the company has repurchased 4125184 shares through centralized bidding trading through the special securities account for repurchase, accounting for 0.46% of the total share capital of the company. The highest transaction price is 29.98 yuan / share and the lowest transaction price is 19.27 yuan / share, The total transaction amount is 9998101868 yuan (excluding transaction costs), and the average transaction price is 24.24 yuan / share. The company’s share repurchase plan has been implemented. After the ESOP is approved by the general meeting of shareholders, the company’s shares held in the company’s special securities account for repurchase will be obtained through non trading transfer and other ways permitted by laws and regulations.
Article 9 scale and transfer price of employee stock ownership plan
The scale of shares involved in the employee stock ownership plan does not exceed 4125184 shares, accounting for 0.44% of the current total share capital of the company. The specific quantity shall be determined according to the final award.
The price of the shares repurchased by the transferee company of the employee stock ownership plan is 0 yuan per share.
Chapter V requirements and duration of the employee stock ownership plan
Article 10 duration of employee stock ownership plan
The duration of the employee stock ownership plan is 48 months, which is calculated from the date when the general meeting of shareholders deliberates and approves the employee stock ownership plan and the company announces that all the underlying shares are transferred to the name of the current plan.
Article 11 lock up period of employee stock ownership plan
（1） The underlying shares obtained by the employee stock ownership plan will be unlocked in three phases 12 months after the company announces the transfer of all the underlying shares to the name of the current plan, as follows:
The first unlocking period: 12 months after the company announces the transfer of all subject shares to the name of the current employee stock ownership plan, the number of unlocked shares is 33% of the total number of subject shares held by the employee stock ownership plan;
The second unlocking period: 24 months after the company announces the transfer of all subject shares to the name of the current employee stock ownership plan, the number of unlocked shares is 33% of the total number of subject shares held by the employee stock ownership plan;
The third unlocking period: 36 months after the company announces the transfer of all the underlying shares to the name of the current employee stock ownership plan, the number of unlocked shares is 34% of the total number of underlying shares held by the employee stock ownership plan.
The shares derived from the underlying shares obtained in the current 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.
According to the provisions of the CSRC and the Shenzhen Stock Exchange on the prohibition of buying and selling stocks during the information sensitive period, the company’s stocks shall not be bought and sold during the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date is delayed due to special reasons, it shall be from 30 days before the original announcement date to the final announcement date;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(3) From the date of occurrence of other major events that may affect the stock price to 2 trading days after the announcement;
(4) Other circumstances where the company’s shares are not allowed to be traded by laws and regulations.
Article 12 performance requirements of employee stock ownership plan
The employee stock ownership plan takes the three fiscal years from 2020 to 2022 as the performance evaluation year, which is evaluated through the company’s performance indicators and individual performance indicators. After the holder reaches the appraisal target, it meets the actual performance conditions that can be unlocked in the current year.
（1） Company performance appraisal
The employee stock ownership plan takes three fiscal years from 2020 to 2022 as the performance evaluation year, which is evaluated once in each fiscal year
