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) summary
April, 2002
catalogue
interpretation…… 3 I. purpose of employee stock ownership plan 4 II. Basic principles of employee stock ownership plan 4 III. participants and determination criteria of employee stock ownership plan 4. Capital source, stock source, purchase price and scale of employee stock ownership plan 6 v. duration, lock-in period and assessment standard of employee stock ownership plan 7 VI. participation mode of shareholding plan during the company’s financing during the duration 9 VII. Change and termination of employee stock ownership plan and disposal of holder’s rights and interests VIII. Management mode of employee stock ownership plan 12 IX. accounting treatment of shareholding plan eighteen
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 management measures for 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.
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 between the employee’s own capital contribution and the reward fund withdrawn by the company is 1:1.5.
(II) source of underlying stock involved in ESOP
After the draft ESOP is approved by the shareholders’ meeting, the ESOP will be established. 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. Before the expiration of the duration of the shareholding plan, the duration of the shareholding plan can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting are agreed and 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 end of the company’s announcement of the employee stock ownership plan
