Securities abbreviation: Unittec Co.Ltd(000925) securities code: Unittec Co.Ltd(000925) Unittec Co.Ltd(000925)
2022 employee stock ownership plan (Draft)
abstract
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 this ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1、 The Unittec Co.Ltd(000925) 2022 employee stock ownership plan (Draft) (hereinafter referred to as “Employee Stock Ownership Plan”) can be implemented only after being approved by the general meeting of shareholders of the company. There is uncertainty whether the employee stock ownership plan can be approved by the general meeting of shareholders.
2、 The specific capital source, contribution amount and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed.
3、 Please make careful decisions and pay attention to investment risks.
hot tip
1、 The Unittec Co.Ltd(000925) 2022 employee stock ownership plan (Draft) is based on the company law, the securities law, the guidance on the pilot implementation of employee stock ownership plan by listed companies, the guidance on self discipline supervision of listed companies No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, and other laws and regulations Normative documents and provisions of Unittec Co.Ltd(000925) articles of Association (hereinafter referred to as “articles of association”).
2、 The participants of this ESOP are directors (excluding independent directors), supervisors, senior managers, managers and key employees of the company and its subsidiaries (holding subsidiaries and core joint-stock companies), and other employees recognized by the board of directors, with a total of no more than 600. The specific number and list of participants will be selected by the company and determined according to the actual contributions of employees.
3、 The capital sources of this ESOP are the special incentive fund withdrawn by the company (hereinafter referred to as “incentive fund”) and the self raised funds of employees.
4、 The subject stock involved in the employee stock ownership plan comes from the treasury stock of the company’s special securities account for repurchase.
5、 Scale of underlying shares involved in this ESOP
The number of underlying shares involved in this ESOP is expected to be no more than 4349431 shares, accounting for 0.7791% of the current total share capital of the company. The final number of underlying shares held is subject to the transfer and disclosure of the company.
The total number of subject shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of company shares corresponding to the share of employee stock ownership plan held by a single 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. 6、 Duration and lock-in period of ESOP
The duration of the employee stock ownership plan is 36 months, calculated from the date when the general meeting of shareholders deliberates and approves the employee stock ownership plan. After the expiration of the duration, the shareholding plan is terminated, or it can be extended after being submitted to the board of directors for deliberation and approval by the shareholding plan management committee. The lock up period of the underlying shares obtained by the employee stock ownership plan is 12 months, which is calculated from the time when the company announces the last transfer of the underlying shares to the name of the stock ownership plan.
7、 The employee stock ownership plan adopts the mode of self-management. The Management Committee of the employee stock ownership plan is set up to be responsible for the specific management of the employee stock ownership plan.
8、 The shareholders’ meeting of the company to review the employee stock ownership plan adopts 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. 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 and fees 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 ESOP can be implemented only after being reviewed and approved by the general meeting of shareholders of the company.
11、 After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Chapter I interpretation 6 Chapter II purpose and principle of this share holding plan Wrong! No bookmarks defined. 1、 The purpose of the employee stock ownership plan Wrong! No bookmarks defined. 2、 Basic principles of employee stock ownership plan Wrong! No bookmarks defined. Chapter III participants and confirmation methods of employee stock ownership plan 7 I. participants 7 II. Criteria for determining the participants of the employee stock ownership plan 7 III. participants and distribution proportion of the employee stock ownership plan 7 IV. verification of the holder Chapter IV capital source, stock source and scale of employee stock ownership plan 8 I. source of funds 8 II. The source of the underlying stock involved in the employee stock ownership plan 8 III. The scale of the underlying shares involved in the employee stock ownership plan Chapter V Duration of employee stock ownership plan and lock-in period of underlying shares involved 9 I. duration of employee stock ownership plan 9 II. Lock up period of the underlying shares involved in the employee stock ownership plan 9 Chapter VI management mode of employee stock ownership plan 10 I. shareholders’ meeting Wrong! No bookmarks defined. 2、 Management Committee Wrong! No bookmarks defined. Chapter VII rights and obligations of the holder 11 I. rights 11 II. Obligations Chapter VIII participation mode of employee stock ownership plan during the company’s financing during the duration 12 Chapter IX related relationship and concerted action relationship involved in employee stock ownership plan Chapter X change and termination of employee stock ownership plan 14 I. change of employee stock ownership plan 14 II. Termination of employee stock ownership plan Chapter XI disposal measures of the employee stock ownership plan 15 I. Principles for the disposal of the rights and interests of holders 15 II. Disposal methods of equity after the expiration of the employee stock ownership plan Chapter XII procedures for implementation of employee stock ownership plan Chapter XIII specific matters authorized by the general meeting of shareholders to the board of Directors 17 Chapter 14 other important matters eighteen
Chapter I interpretation
In this employee stock ownership plan, unless the context otherwise requires, the following abbreviations refer specifically to the following meanings: Unittec Co.Ltd(000925) , the company, the public Unittec Co.Ltd(000925) company, the draft employee stock ownership plan of listed companies, this plan, this stock ownership plan, the employee stock ownership plan of Unittec Co.Ltd(000925) 2022
Management Committee means the Management Committee of the employee stock ownership plan
Holder refers to the company’s employees participating in the company’s employee stock ownership plan
The underlying stock refers to Unittec Co.Ltd(000925) stock
Capital account refers to the bank capital account opened for this ESOP as agreed
Securities account refers to the special securities account opened by the ESOP in the registration and Clearing Company
The Management Office of employee stock ownership plan refers to the measures for the management of employee stock ownership plan in Unittec Co.Ltd(000925) 2022
Company Law refers to the company law of the people’s Republic of China
Securities Law of the people’s Republic of China
Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange
The articles of association refers to the Unittec Co.Ltd(000925) articles of association
The guidelines for standardized operation refer to the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board
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
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Net profit refers to the net profit attributable to the owner of the parent company before deducting non recurring profits and losses through audit
Note: in this draft, the difference in mantissa between the sum of partial total and each detailed number is caused by rounding.
Chapter II participants and confirmation methods of ESOP
1、 Participants
The participants of this ESOP are determined in accordance with the company law, the securities law, the guidance, the disclosure guidance No. 4 and other relevant laws, administrative regulations, rules and the articles of association. Regular employees of the company participate in this ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. The participants of this plan are the company’s directors (excluding independent directors), supervisors, senior managers, managers and key employees of the company and its subsidiaries (holding subsidiaries and core joint-stock companies), and other employees recognized by the company’s board of directors. The total number of participants granted to the company for the first time is no more than 600, which is determined according to the actual payment, including the company’s directors There are 9 supervisors and senior managers in total.
2、 Criteria for determining the participants of employee stock ownership plan
(I) the participants of this ESOP shall meet one of the following criteria:
1. Directors (excluding independent directors), supervisors and senior managers of the company;
2. Core management personnel in the company and its subsidiaries;
3. Key employees working in the company and its subsidiaries;
4. Other employees recognized by the board of directors of the company.
(II) participants who meet the above standards shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
3、 Participants and distribution proportion of the employee stock ownership plan
The total number of participants of the employee stock ownership plan shall not exceed 600, including 9 directors, supervisors and senior managers of listed companies who intend to participate in the subscription of the plan. The upper limit of the proposed subscription share is 128633 million, accounting for 36.56% of the share of the employee stock ownership plan. The shares held by the participants of the employee stock ownership plan are as follows:
The proportion of the upper limit of the shares to be subscribed by the holder’s position in the total shares (10000 copies)
Pan Lichun, chairman and CEO 875.20 24.87%
Zhao Qin, President 38.29 1.09%
He Hao CEO 158.08 4.49%
Bian Jinfei senior vice president 95.72 2.72%
Shi Xiuxia, vice president 43.76 1.24%
He Junli, vice president and Secretary of the board of directors 41.30 1.17%
Yang Yanjie, vice president 20.77 0.59%
Supervisor Li Ying 6.10 0.17%
Shen Fangxi employee supervisor 7.11 0.20%
Subtotal 128633 36.56%
Other personnel (no more than 591 in total) 2232
