Management measures for employee stock ownership plan in 2022
(the management measures need to be submitted to the general meeting of shareholders for deliberation)
Chapter I General Provisions
Article 1 in order to standardize the implementation of the employee stock ownership plan of Unittec Co.Ltd(000925) (hereinafter referred to as “the company” or ” Unittec Co.Ltd(000925) ) (hereinafter referred to as” the employee stock ownership plan “), in accordance with the company law of the people’s Republic of China (hereinafter referred to as” the company law “) and the securities law of the people’s Republic of China (hereinafter referred to as” the securities law “) Guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as “regulatory guidelines No. 1”) Relevant laws, administrative regulations, rules and normative documents such as guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – Employee Stock Ownership Plan (hereinafter referred to as “guidelines for disclosure No. 4”) and the provisions of Unittec Co.Ltd(000925) articles of Association (hereinafter referred to as “articles of association”) and Unittec Co.Ltd(000925) 2022 employee stock ownership plan (Draft), The measures for the administration of employee stock ownership plan in Unittec Co.Ltd(000925) 2022 (hereinafter referred to as “the measures”) is hereby formulated.
Chapter II participants of employee stock ownership plan
Article 2 the holders of the ESOP are determined in accordance with the company law, the securities law, the guiding opinions, the regulatory guidelines No. 1, the disclosure guidelines No. 4 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The participants of the plan 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 of the company. The total number of participants is no more than 600. The specific number of participants is determined according to the actual payment of employees.
Eligible participants shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
Chapter III capital source and stock source of employee stock ownership plan
Article 3 the capital sources of the employee stock ownership plan are the special incentive fund withdrawn by the company (hereinafter referred to as “incentive fund”) and the self raised funds of employees. The total capital of the employee stock ownership plan does not exceed 48 million yuan, accounting for about 20% of the net profit of the company’s audited consolidated statements in 2021. The extracted incentive fund has been included in the current expenses.
The employee stock ownership plan does not involve the company providing financial assistance to the participants or providing guarantee for their loans, nor does it involve leveraged funds.
There is no arrangement for a third party to provide rewards, subsidies, information and other information for employees to participate in the ESOP.
Article 4 after the establishment of the employee stock ownership plan, the main investment scope is Unittec Co.Ltd(000925) a ordinary shares. After the ESOP is deliberated and approved by the general meeting of shareholders of the company and the amount of incentive fund withdrawn is deliberated and confirmed by the board of directors, the company’s shares held in the company’s special securities repurchase account shall be obtained through non trading transfer and other methods permitted by laws and regulations within 6 months.
Article 5 the employee stock ownership plan takes “shares” as the subscription unit, with each share of 1 yuan. The upper limit of the total amount of funds planned to be raised is 351869 million yuan and the upper limit of shares is 351869 million copies, subject to the actual payment amount.
Article 6 the scale of the underlying shares involved in the employee stock ownership plan shall not exceed 10% of the total share capital of the company; Among them, the number of underlying shares corresponding to the ESOP shares held 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. If the company’s shares have ex right and ex dividend matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the announcement date of the above resolution of the general meeting of shareholders and the purchase date, the number and scale of the above subject shares shall be adjusted accordingly.
Chapter IV duration and lock-in period of employee stock ownership plan
Article 7 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 employee stock ownership plan is terminated, or it can be extended after being submitted to the board of directors by the Stock Ownership Plan Management Committee for deliberation and approval. 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.
The above lock-in period is set in accordance with the guiding opinions, regulatory guidelines No. 1, disclosure guidelines No. 4 and other relevant provisions of the CSRC, based on the principle of equal incentives and constraints, and in combination with the actual situation of the company, which is reasonable and compliant.
Article 8 the employee stock ownership plan shall not buy or sell the company’s shares during the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Ten days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to two trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and the bourse;
(5) In case of any change in relevant laws and regulations in the future, the new provisions shall prevail.
Chapter V Management Mode of employee stock ownership plan
Article 9 the highest authority of the internal management of the employee stock ownership plan is the holder’s meeting; The management committee is elected at the meeting of the holders of the employee stock ownership plan. The management committee performs the daily management responsibilities of the stock ownership plan according to the provisions of the plan, exercises the shareholders’ rights on behalf of the holders or authorizes the management organization to exercise the shareholders’ rights. The board of directors of the company is responsible for formulating and revising the plan and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders.
Article 10 the shareholders’ meeting is the authority of the employee stock ownership plan. All holders have the right to attend the holders’ meeting. The holder may attend and vote at the holders’ meeting in person or entrust an agent to attend and vote on his behalf. The travel expenses, board and lodging expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder.
Article 11 the following matters need to be deliberated at the shareholders’ meeting:
(1) To elect and recall members of the Management Committee;
(2) Authorize the management committee to be responsible for the management of the employee stock ownership plan;
(3) Matters that the Management Committee deems necessary to convene a shareholders’ meeting for deliberation;
(4) Other functions and powers that can be exercised by the shareholders’ meeting of the employee stock ownership plan as stipulated by laws and regulations.
Article 12 the first shareholders’ meeting shall be convened and presided over by the chairman of the company, and the subsequent shareholders’ meeting shall be convened by the management committee and presided over by the director of the management committee. If the chairman of the management committee is unable to perform his duties, he shall appoint a member of the management committee to preside over the meeting.
Article 13 when convening the shareholders’ meeting, the management committee shall submit the written notice of the meeting to all shareholders by direct delivery, mail, fax, e-mail or other means 5 days in advance. The written meeting notice shall at least include the following contents:
(1) Time and place of the meeting;
(2) Convening method of the meeting;
(3) Matters to be considered (proposal of the meeting);
(4) Contact person and contact information.
In case of emergency, the holder’s meeting can be held by oral notice. The oral notice shall at least include the contents of items (1), (2), (3) and (4) above as well as the instructions for convening the holders’ meeting as soon as possible due to emergency.
Article 14 voting procedures of shareholders’ meeting
(1) The holders of the employee stock ownership plan enjoy voting rights according to their shares.
(2) The shareholders’ meeting shall be valid when the shares held by the attendees account for more than 50% (excluding 50%) of the shares held by all shareholders.
(3) The voting method is written open ballot. The voting intention of the holder is divided into consent, objection and abstention. The holders of the meeting shall choose one of the above intentions; If no choice is made or more than two intentions are selected at the same time, the votes shall be deemed invalid and shall not be included in the shares held by the holders attending the shareholders’ meeting when counting the voting results. (4) The chairman of the meeting shall announce the statistical results of on-site voting on the spot. Each proposal shall be approved by more than 50% (excluding 50%) of the shares held by the holders attending the shareholders’ meeting. If the ESOP has higher requirements on the voting proportion of the shareholders’ meeting, such requirements shall prevail.
(5) If the resolution of the shareholders’ meeting needs to be deliberated by the board of directors and the general meeting of shareholders of the company, it shall be submitted to the board of directors and the general meeting of shareholders of the company for deliberation in accordance with the provisions of the articles of association.
(6) Meeting minutes, voting votes, meeting materials, meeting resolutions, etc. shall be properly kept.
Article 15 holders who individually or jointly hold more than 10% of the shares of the employee stock ownership plan may propose to convene a holders’ meeting.
Chapter VI Management Committee
Article 16 the ESOP shall set up a management committee to uniformly manage the ESOP on behalf of the holders, be responsible for the management of the ESOP and exercise shareholders’ rights on behalf of the holders.
Article 17 the management committee is composed of five members and has one chairman. The members of the management committee shall be elected by the holders’ meeting. The chairman of the management committee shall be elected by more than half of all the members of the management committee. The term of office of the members of the management committee is the duration of the employee stock ownership plan. When a member of the management committee is no longer suitable for continuing to serve as a member, the holder’s meeting shall remove the original member and elect a new member.
Article 18 members of the management committee shall abide by the provisions of laws, administrative regulations and these management measures, and bear the following obligations of loyalty to the employee stock ownership plan:
(1) It shall not take advantage of its authority to accept bribes or other illegal income, and shall not encroach on the property of the employee stock ownership plan;
(2) Do not misappropriate ESOP funds;
(3) Without the consent of the management committee, it is not allowed to open an account to deposit the assets or funds of the employee stock ownership plan in its own name or in the name of other individuals;
(4) Without the consent of the holders’ meeting, it is not allowed to lend the funds of the employee stock ownership plan to others or provide guarantee for others with the assets of the employee stock ownership plan;
(5) It shall not use its authority to damage the interests of the employee stock ownership plan.
If a member of the management committee violates his duty of loyalty and causes losses to the employee stock ownership plan, he shall be liable for compensation.
Article 19 the management committee shall exercise the following duties:
(1) Be responsible for convening the shareholders’ meeting;
(2) Be responsible for the management of ESOP on behalf of all holders;
(3) Exercise shareholders’ rights on behalf of all shareholders, and authorize specific personnel to attend the general meeting of shareholders and exercise voting rights;
(4) Decide and implement the liquidation and distribution of ESOP interests;
(5) Determine the ownership of the shares forcibly transferred by the employee stock ownership plan;
(6) Handle the share inheritance registration of employee stock ownership plan;
(7) Other duties authorized by the shareholders’ meeting.
Article 20 the chairman of the management committee shall exercise the following functions and powers:
(1) Preside over the shareholders’ meeting and convene and preside over the meeting of the Management Committee;
(2) Supervise and inspect the implementation of the resolutions of the shareholders’ meeting and the Management Committee;
(3) Other functions and powers granted by the management committee.
Article 21 the management committee shall hold meetings from time to time, which shall be convened by the chairman of the management committee, and all members of the management committee shall be notified one day before the meeting is held.
Article 22 the meeting of the management committee shall be held only when more than half of the members of the management committee are present. Decisions made by the management committee shall be approved by more than half of all members of the management committee. The voting on the resolution of the management committee shall be one person, one vote.
Article 23 the resolution of the management committee shall be voted by open ballot. On the premise of ensuring that the members of the management committee can fully express their opinions, the management committee meeting can be held by fax and make resolutions, which shall be signed by the members of the management committee participating in the meeting.
Article 24 the meeting of the management committee shall be attended by the members of the management committee in person; If a member of the management committee is unable to attend for some reason, he may entrust another member of the management committee in writing to attend on his behalf. The power of attorney shall specify the name, agency matters, scope of authorization and validity period of the agent, and shall be signed or sealed by the principal. Members of the management committee who attend the meeting on their behalf shall exercise the rights of members of the management committee within the scope of authorization. If a member of the management committee fails to attend the meeting of the management committee or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 25 the management committee shall make minutes of the decisions on the matters discussed at the meeting, and the members of the management committee attending the meeting shall sign on the minutes.
Chapter VII management organization
Article 26 the employee stock ownership plan is managed by the company itself. The management committee is the management organization of the employee stock ownership plan. It manages the employee stock ownership plan according to the provisions of the relevant documents of the employee stock ownership plan, maintains the legitimate rights and interests of the employee stock ownership plan and ensures the property safety of the employee stock ownership plan. During the duration of the ESOP, the management committee may employ professional institutions such as securities companies and law firms to provide relevant consulting services for the ESOP.
Chapter VIII rights and obligations of holders
Article 27 the holder may exercise the following rights:
(1) Attend the shareholders’ meeting and exercise voting rights;
(2) Enjoy the rights and interests of the employee stock ownership plan according to the shares of the employee stock ownership plan.
Article 28 the holder shall perform the following obligations:
(1) Contribute according to the share of the employee stock ownership plan within the agreed period, bear the risks related to the employee stock ownership plan, and be responsible for its own profits and losses;
(2) Compliance student
