Management measures for employee stock ownership plan in 2022
In order to regulate the implementation of the 2022 employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan” or the “plan”) of Jcet Group Co.Ltd(600584) These management measures are formulated in accordance with the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”) and other relevant laws, administrative regulations, rules, normative documents and the articles of association. 1、 Purpose of employee stock ownership plan
The company has formulated the draft of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions and other relevant laws, administrative regulations, rules, normative documents and the articles of association.
The company’s employees voluntarily, legally and legally participate in the employee stock ownership plan and hold the company’s shares in order to establish and improve the long-term benefit co construction and sharing mechanism between workers and owners, attract, motivate and retain core technical talents, mobilize the enthusiasm and creativity of employees, improve the cohesion of employees and the core competitiveness of the company, further improve the corporate governance and maximize the value of the company Maximize shareholder value 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 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 principle of independent decision of the company and voluntary participation of employees. There is no case of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) principle of benefit sharing
The employee stock ownership plan is conducive to mobilizing the work enthusiasm of the core team and key employees, encouraging long-term service, forming a benefit sharing mechanism among shareholders, the company and holders, and guiding holders to align their behavior with the medium and long-term strategic objectives of the company.
(IV) 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. 3、 Participants and determination criteria of employee stock ownership plan
(I) criteria 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 and other relevant laws, administrative regulations, normative documents and the articles of association, and in combination with the actual situation. All participants must work in the company, sign labor contracts or be employed by the company.
(II) scope of holders of the ESOP
In order to ensure the implementation of the company’s strategy, enhance market competitiveness and performance growth, the holders of the shareholding plan include the directors, supervisors, senior managers and other core business management backbones of the company (including subsidiaries, the same below) who play an important role and influence on the overall performance and medium and long-term development of the company.
(III) verification of shareholding plan holders
Under any of the following circumstances, you cannot participate in the employee stock ownership plan:
1. Those who have been publicly condemned or declared inappropriate by the Shanghai Stock Exchange in the past three years;
2. Being given administrative punishment by the CSRC for major violations of laws and regulations in the last three years;
3. In the last three years, serious damage has been caused to the interests, reputation and image of the company due to the disclosure of state or company secrets, corruption, theft, embezzlement, bribery, bribery, dereliction of duty, or dereliction of duty and other acts in violation of national laws and regulations, or acts in violation of public order, good customs, professional ethics and ethics;
4. The situation that the board of directors determines that it cannot become the holder of the employee stock ownership plan;
5. Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of the employee stock ownership plan.
The board of supervisors of the company shall verify the list of holders and explain the verification at the general meeting of shareholders. The lawyers employed by the company express clear legal opinions on the qualifications of the holders, whether they have fulfilled the necessary review procedures and whether they comply with the company law, the securities law, the guiding opinions and other relevant laws and regulations, the articles of association and the employee stock ownership plan (Draft).
(IV) participants and distribution of the employee stock ownership plan
The participants of the employee stock ownership plan are directors, supervisors, senior managers and other core business management backbones of the company (including subsidiaries, 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 employees to participate in the subscription is no more than 46.
The shares held by the participants of this ESOP are as follows:
Name of the holder position of the holder the share to be held is expected to account for the total of the employee stock ownership
(10000 copies) proportion of total shares allocated
Zheng Li Director / CEO
Luo Hongwei, Director / Executive Vice President
LEE CHOON
Heng chief technology officer
(Li Chunxing) 6694365792%
Senior vice president of capital operation
Mu Haoping
CEO
Wu Hongkun, Secretary of the board of directors
Shenyang employee Supervisor
Other core business management backbone (40 persons) 11606634208%
Total (46 persons) 18 Ningbo Shuanglin Auto Parts Co.Ltd(300100) %
Note: when the plan is established, “share” is taken as the subscription unit, and each share is 1 yuan.
If the holder waives the participation qualification, the shares of the stock ownership plan he intends to participate in and hold can be declared by other qualified participants. The Management Committee of the employee stock ownership plan can adjust the list of participants and their shares according to the actual situation of the employees. There is no arrangement for a third party to provide rewards, subsidies, information and other information for employees to participate in the ESOP. 4、 Capital source, stock source, purchase price and scale of employee stock ownership plan
(I) source of funds
The total amount of funds raised by the employee stock ownership plan is no more than 183 million yuan, which comes from the self raised funds of employees and the incentive fund of employee stock ownership plan established by the company. Among them, the upper limit of employees’ contribution with their own funds is 73 million yuan, and the amount of incentive fund withdrawn by the company does not exceed 3.72% of the audited net profit attributable to shareholders of Listed Companies in 2021, about 110 million yuan. The ratio of employee’s own capital contribution to the company’s bonus fund is 1:1.5.
(II) source of underlying stock involved in ESOP
After the employee stock ownership plan (Draft) is approved by the general meeting of shareholders, the employee stock ownership plan will entrust the asset management institution to establish the asset management plan. The asset management plan will purchase and hold Jcet Group Co.Ltd(600584) shares ( Jcet Group Co.Ltd(600584) . SH) through the secondary market or other means permitted by laws and administrative regulations within six months after the ESOP is approved by the general meeting of shareholders, and the company will timely fulfill the obligation of information disclosure as required.
(III) scale of underlying shares involved in ESOP
If the shares are obtained through competitive trading in the secondary market, the total number of shares corresponding to the ESOP is about 7.93 million shares (assuming that the closing price of 23.09 yuan / share on April 13, 2022 is taken as the average purchase price of all shares of the ESOP), accounting for about 0.45% of the total existing share capital of the company. The specific transaction quantity shall be subject to the actual quantity at the time of transaction.
The upper limit of the fund raised by the employee stock ownership plan is 183 million yuan, with “shares” as the subscription unit, each share is 1 yuan, and the upper limit of the number of shares of the employee stock ownership plan is 183 million.
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 employees before the listing of the company’s initial public offering, the shares purchased by employees through the secondary market and the shares obtained through equity incentive). 5、 Duration, lock-in period and assessment standard of employee stock ownership plan
(I) duration of shareholding plan
1. The duration of the stock ownership plan is 48 months, calculated from the date when the company announces that the ESOP completes the purchase of the company’s shares.
2. With the consent of the board of directors, the duration of the shareholding plan held by the holders can be extended after more than 3 / 3 of the shares are submitted to the board of directors for deliberation and approval.
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 or short window period of the company’s shares, the duration of the employee stock ownership plan can be extended after more than 2 / 3 shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
(II) lock up period of shareholding plan
The lock-in period of the shareholding plan is 12 months. On the premise of completing the performance evaluation in the three fiscal years from 2022 to 2024, the shareholding plan will be unlocked in three batches according to the proportion of 35%, 35% and 30%, as shown in the following table:
Unlocking period unlocking time unlocking proportion
12 months from the date when the company announces that the ESOP completes the purchase of the company’s shares
From the first trading day after months of the first batch of unlocking period to the completion of 35% of the employee stock ownership plan announced by the company
The last trading day within 24 months from the date of purchase of the company’s shares
24 days from the date when the company announces the completion of the company’s stock purchase of the employee stock ownership plan
From the first trading day after months of the second unlocking period to the completion of 35% of the employee stock ownership plan announced by the company
The last trading day within 36 months from the date of purchase of the company’s shares
36 from the date when the company announces that the ESOP completes the purchase of the company’s shares
From the first trading day after months of the third unlocking period to the completion of 30% of the ESOP announced by the company
The last trading day within 48 months from the date of purchase of the company’s shares
(III) assessment standard of shareholding plan
1. Company level performance assessment conditions
The appraisal year corresponding to the employee stock ownership plan is three fiscal years from 2022 to 2024, with one appraisal in each fiscal year. Taking the average value of the company’s operating revenue and the average value of non net profit deducted for the two years from 2020 to 2021 as the performance base, the cumulative average operating revenue growth rate (a) and the cumulative average non net profit growth rate (b) of each assessment year are assessed, and the unlocking proportion at the company level of each year is calculated according to the coefficients (x) and (y) corresponding to the completion of the above two indicators.
The performance assessment objectives of each year are shown in the table below:
Cumulative average operating income growth rate cumulative average deduction of non net profit growth rate (a) (b)
Trigger value of appraisal year corresponding to unlocking period
Target value (AM) (an) target value (BM) trigger value (BN)
First batch 202219.4% 15.5% 63% 50%
Second batch 202324.6% 19.7% 75% 60%
Third batch 202433.4% 26.7% 94% 75%
Evaluation index evaluation index completion interval index corresponding coefficient
A≧Am X=100%
Cumulative average operating income growth rate (a) an ≤ a am x = A / am
A
(B) Bn≦B
Note: the “deduction of non net profit” involved in the calculation of the above “deduction of non net profit growth rate” refers to the “net profit attributable to shareholders of listed companies after deducting non recurring profits and losses” expressed in the company’s consolidated statements
