Venustech Group Inc(002439) phase III ESOP (Draft) (Revised)
April, 2002
statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
The abbreviations of words in this part are consistent with the “interpretation”. 1. The Venustech Group Inc(002439) phase III employee stock ownership plan (Draft) is Venustech Group Inc(002439) (hereinafter referred to as ” Venustech Group Inc(002439) ,” company “,” listed company “or” the company “) in accordance with the company law, the securities law, the guidance on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules, normative documents and the articles of association, It shall be formulated, deliberated and approved by the board of directors of the company. 2. The participants of the ESOP are 245 core employees and technical backbones of the company or its holding subsidiaries. The board of directors of the company may adjust the list and distribution proportion of employees participating in the plan according to the changes and assessment of employees. 3. The share source of this plan is Venustech Group Inc(002439) a ordinary shares repurchased by the company’s special account for repurchase. The total number of shares held by the company after the implementation of the plan does not exceed 1% of the total number of shares held by the company’s employees. The total number of underlying shares 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. 4. The duration of the employee stock ownership plan shall not exceed 48 months, starting from the date when the company announces the transfer of all subject shares to the name of the plan. Within 6 months after the general meeting of shareholders of the company deliberates and approves the employee stock ownership plan, the employee stock ownership plan will obtain and hold the underlying shares through non trading transfer and other ways permitted by laws and regulations. Two months before the expiration of the duration of the plan, the duration of the plan can be terminated or extended in advance after the consent of more than 2 / 3 (including) shares held by the holders attending the shareholders’ meeting and submitted to the board of directors for deliberation and approval. After the lock expires, it will be unlocked in three phases according to the company’s performance objectives and personal performance appraisal results of the previous year, and the unlocking proportion of each phase is 33%, 33% and 34% respectively.
5. The price of shares repurchased by the transferee company in this plan is 0 yuan per share. 6. The plan and its holders will waive their voting rights due to their direct or indirect holding of the company’s shares. 7. During the duration, the plan is managed by the company itself. A management committee shall be established for the employee stock ownership plan to exercise shareholders’ rights other than voting rights on behalf of the holders of the employee stock ownership plan, and carry out daily management of the employee stock ownership plan. During the duration of the plan, the management committee may hire relevant professional institutions to provide management, consulting and other services for the daily management of the plan. 8. The financial, accounting treatment and tax issues involved in the implementation of the employee stock ownership plan of the company shall be implemented in accordance with relevant laws, administrative regulations, administrative rules and normative documents. 9. After the board of directors of the company reviews and approves the employee stock ownership plan, the company will issue a notice of convening the general meeting of shareholders to review the employee stock ownership plan. The employee stock ownership plan 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. 10. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
interpretation…… six
Chapter I General Provisions 7 Chapter II determination basis and scope of participants of employee stock ownership plan Chapter III stock source, stock size and purchase price of the employee stock ownership plan 9 Chapter IV duration, lock-in period and performance assessment requirements of the employee stock ownership plan Chapter V Accounting Treatment of the employee stock ownership plan 12 Chapter VI shareholders’ rights corresponding to the shares held in this ESOP Chapter VII rights and obligations of holders Chapter VIII relationship and concerted action relationship of the employee stock ownership plan Chapter IX management mode of the employee stock ownership plan Chapter X asset composition and equity disposal of the employee stock ownership plan Chapter XI change and termination of the employee stock ownership plan 21 Chapter XII participation mode of the employee stock ownership plan during company financing Chapter XIII procedures for the implementation of the employee stock ownership plan 22 chapter XIV other important matters twenty-three
interpretation
Unless otherwise specified, the following words have the following meanings in this article: Venustech Group Inc(002439) , listed company, the company refers to Venustech Group Inc(002439) company, the company’s plan, employee stock ownership plan, and the company refers to Venustech Group Inc(002439) phase III employee stock ownership plan
This draft and draft employee stock ownership plan refer to Venustech Group Inc(002439) phase III employee stock ownership plan (Draft)
Holder refers to the company’s employees participating in the plan
Holder’s meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
The underlying stock refers to Venustech Group Inc(002439) A shares transferred and acquired under the plan
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
Disclosure guideline No. 4 refers to Shenzhen Stock Exchange listed company information disclosure guideline No. 4 – employee stock ownership plan
The articles of association refers to the Venustech Group Inc(002439) articles of association
Management Measures refer to the management measures of Venustech Group Inc(002439) phase III employee stock ownership plan
CSRC refers to the China Securities Regulatory Commission
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
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Chapter I General Provisions
In order to further mobilize the enthusiasm and creativity of all employees, attract and retain excellent talents, improve the cohesion and centripetal force of the company, improve the long-term incentive mechanism, realize the sustainable and healthy development of the company, realize the common growth of employees and company value, improve the level of corporate governance, and protect the interests of all shareholders, the company, in accordance with relevant laws and administrative regulations such as the company law, the securities law, the guidance, the disclosure guidance No. 4 This draft is formulated in accordance with the provisions of administrative rules, normative documents and the articles of association.
1、 The basic principles of the ESOP (I) the principle of legal compliance
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws, administrative regulations, administrative rules and normative documents, and implements information disclosure in a true, accurate, complete and timely manner. 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. 2、 The purpose of the employee stock ownership plan is (1) to enrich the salary system of employees, establish and improve the benefit sharing mechanism between workers and owners, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company, so as to bring more efficient and lasting returns to shareholders; （2） Further improve the company’s long-term incentive and restraint mechanism to ensure the company’s long-term and effective development.
Chapter II determination basis and scope of participants in employee stock ownership plan
1、 Basis for determining the holder of the employee stock ownership plan (I) legal basis for determining the holder
The holder of the ESOP is determined in accordance with the relevant laws, administrative regulations, administrative rules, normative documents and the articles of association, such as the company law, the securities law, the guiding opinions, the disclosure guidelines No. 4 and so on. 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. 2、 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 plan according to the changes and assessment of employees. 3、 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. 4、 List of ESOP holders and share distribution
The 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 in the 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 this plan is 245. The share and proportion of the 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 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 III stock source, stock size and purchase price of the employee stock ownership plan
1、 Stock source of this ESOP
The stock source of this plan 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 plan 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. 2、 The scale of the underlying shares involved in the employee stock ownership plan
The scale of shares involved in the ESOP is no more than 4125184 shares, accounting for 0.44% of the current total share capital of the company. The specific quantity is final
