Securities abbreviation: Jcet Group Co.Ltd(600584) securities code: Jcet Group Co.Ltd(600584) Jcet Group Co.Ltd(600584)
Employee stock ownership plan in 2022
(Draft)
April, 2002
statement
The company and all members of the board of directors guarantee that the contents of the employee stock ownership plan are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Risk statement
1. Jcet Group Co.Ltd(600584) the employee stock ownership plan in 2022 will be implemented after being deliberated and approved by the general meeting of shareholders of the company, but there is uncertainty whether it can be approved by the general meeting of shareholders of the company and whether it can achieve the scale and objectives of the plan.
2. The company will disclose relevant progress in the future according to the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1. Jcet Group Co.Ltd(600584) (hereinafter referred to as ” Jcet Group Co.Ltd(600584) ” or “the company”) the employee stock ownership plan in 2022 (hereinafter referred to as “Employee Stock Ownership Plan” or “the employee stock ownership plan”) is the company’s employee stock ownership plan 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 and other relevant laws, administrative regulations, rules Formulation of normative documents and the provisions of the articles of association.
2. The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced employee participation in the stock ownership plan such as apportionment and forced distribution.
3. The participants of the employee stock ownership plan are directors, supervisors, senior managers and other core 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 participants in this share holding plan shall not exceed 46.
4. the total amount of funds raised by this employee stock ownership plan shall not exceed 183million yuan. The sources of funds are self raised funds by employees and the employee stock ownership plan incentive fund 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.
5. After the employee stock ownership plan (Draft) is approved by the general meeting of shareholders, it is proposed to entrust a third-party asset management institution (hereinafter referred to as the “asset management institution”) to manage it and fully subscribe for the asset management plan established by the asset management institution (hereinafter referred to as 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 ways permitted by laws and administrative regulations.
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share ownership plan held by a single employee shall not exceed 1% of the total share capital of the company. The total number of subject shares held by the employee stock ownership plan 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.
6. The duration of the employee stock ownership plan is 48 months. It will be unlocked in three batches after 12 months from the date of completing the purchase of Jcet Group Co.Ltd(600584) shares in the asset management plan announced by the company.
7. During the duration of the ESOP, a management committee shall be established as the daily supervision and management organization of the ESOP to exercise rights on behalf of the holders of the ESOP and carry out daily management of the ESOP. At the same time, the management committee manages the assets of the employee stock ownership plan in accordance with relevant laws, administrative regulations, departmental rules, the employee stock ownership plan and the measures for the administration of the employee stock ownership plan in 2022, maintains the legitimate rights and interests of the holders of the employee stock ownership plan, ensures the asset safety of the employee stock ownership plan, and avoids potential conflicts of interest between other shareholders of the company and the holders of the employee stock ownership plan.
8. Before implementing the employee stock ownership plan, the company will fully solicit the opinions of employees through the employee congress, and timely disclose the solicitation of opinions and relevant resolutions. After the board of directors deliberates and approves the ESOP, it will issue a notice of convening the general meeting of shareholders, submit it to the general meeting of shareholders for deliberation and implement it after being approved by the general meeting of shareholders. 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 the shareholders of the company with an online voting platform through the trading system of Shanghai Stock Exchange and the Internet voting system, and the shareholders can exercise their voting rights through the above system during the online voting time. Related shareholders will abstain from voting.
9. The financial and accounting treatment and taxation of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant taxes to be paid by the employees due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
10. The implementation of the employee stock ownership plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
interpretation…… 7 I. purpose of employee stock ownership plan 8 II. Basic principles of employee stock ownership plan 8 III. participants and determination criteria of employee stock ownership plan 8 IV. capital source, stock source, purchase price and scale of employee stock ownership plan 10 v. duration, lock-in period and assessment standard of employee stock ownership plan 11 VI. participation mode of shareholding plan during the company’s financing during the duration 13 VII. Change and termination of employee stock ownership plan and disposal of holder’s rights and interests 13 VIII. Management mode of employee stock ownership plan 16 IX. accounting treatment of shareholding plan 22 X. procedures for the implementation of the employee stock ownership plan 22 Xi. Other important matters twenty-three
interpretation
In the draft plan, unless the context otherwise requires, the following abbreviations refer specifically to the following meanings:
Jcet Group Co.Ltd(600584) , the company and the company refer to Jcet Group Co.Ltd(600584)
Employee stock ownership plan
Stock ownership plan refers to the employee stock ownership plan of Jcet Group Co.Ltd(600584) 2022
Draft of employee stock ownership plan, draft of the plan Jcet Group Co.Ltd(600584) 2022 employee stock ownership plan (Draft)
Holders and participants refer to the employees of the company and its subsidiaries participating in the employee stock ownership 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
Management measures for the management of employee stock ownership plan in Jcet Group Co.Ltd(600584) 2022
It refers to the shares of Changdian subject-matter transferred and held by the employee stock ownership plan through legal means, which refers to the A-share common shares of science and technology
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
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
The articles of association refers to the Jcet Group Co.Ltd(600584) articles of association
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: there may be differences in the mantissa of some totals in the draft plan due to rounding.
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 6,694 365792%
Heng chief technology officer
(Li Chunxing)
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.
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