Zhongshan Broad-Ocean Motor Co.Ltd(002249) “pilot plan phase I” Employee Stock Ownership Plan (the main terms of this plan are consistent with the draft employee stock ownership plan and its summary announced by the company on December 28, 2021) January 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 the ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1. The implementation elements such as the capital source and scale of the ESOP, the scale of the underlying shares held and the participants are preliminary results, and there is uncertainty whether the implementation can be completed.
2. After the establishment of the employee stock ownership plan, the company will manage it by itself, establish a management committee to exercise shareholders’ rights on behalf of the employee stock ownership plan, or hire external professional institutions to provide asset management, consulting and other services for the employee stock ownership plan according to actual needs; However, it is uncertain whether the planned scale and objectives can be achieved.
3. The company will disclose relevant progress in accordance with the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1. The employee stock ownership plan of Zhongshan Broad-Ocean Motor Co.Ltd(002249) “pilot plan phase I” is the company’s relevant laws, administrative regulations and rules 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, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan, etc Formulation of normative documents and 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 employee stock ownership plan such as apportionment and forced distribution.
3. The participants of the employee stock ownership plan are the core R & D personnel of the company’s new energy vehicle electric drive powertrain system and hydrogen fuel cell system business (including its subsidiaries). The total number of participants in this ESOP shall not exceed 126. The holders of this ESOP do not include directors, supervisors and senior managers of the company. The specific number of participants shall be determined according to the actual contributions of employees.
4. The capital source of the employee stock ownership plan is the special R & D bonus accrued by the company for the core R & D personnel of new energy vehicle electric drive powertrain system and hydrogen fuel cell system business (including subsidiaries). The company will not provide advance, guarantee, loan and other financial assistance to the participants of the employee stock ownership plan in any way. 5. The share source of the ESOP is the company’s A-share common stock held in the company’s special securities repurchase account. As of the announcement date of the employee stock ownership plan, the company’s stock repurchase plan has been implemented. The total capital of the repurchase is RMB 39936089 (excluding transaction costs), the lowest price of stock transaction is RMB 7.92/share, the highest price is RMB 8.35/share, and the number of shares repurchased is 4930000 shares, accounting for 0.21% of the total share capital of the company. 6. The duration of the employee stock ownership plan is 10 years, calculated from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan. The employee stock ownership plan will vest the corresponding stock rights and interests to the holders in five phases. The equity will be vested after 60 months, 72 months, 84 months, 96 months and 108 months from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan. If the individual performance results of the holder are up to standard within the vesting assessment period, 20% of the shares of the underlying stock can be vested in each period, and the specific proportion of the shares to be vested in each year will be determined according to the performance results of the holder. The rights and interests of the holder’s underlying shares can be circulated without lock from the date when they belong to the holder’s name.
7. The employee stock ownership plan is managed by the company itself. The company establishes an employee stock ownership plan management committee as the management Party of the employee stock ownership plan to exercise shareholders’ rights on behalf of the employee stock ownership plan. At the same time, the company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the holders of the employee stock ownership plan. During the duration of the shareholding plan, the management committee may hire relevant professional institutions to provide management, consulting and other services for the daily management of the shareholding plan.
8. 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 number of shares of the company 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, the shares obtained through equity incentive and the shares obtained through asset restructuring.
9. Before implementing the employee stock ownership plan, the company has solicited employees’ opinions through the employee congress. The ESOP has been deliberated and approved at the 24th Meeting of the 5th board of directors and the first extraordinary general meeting of shareholders in 2022.
10. 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 holder due to the implementation of the employee stock ownership plan shall be borne by the holder.
11. After the implementation of the employee stock ownership plan, the company’s equity distribution will not meet the requirements of listing conditions.
catalogue
Chapter I interpretation seven
Chapter II purpose and basic principles of employee stock ownership plan eight
Chapter III scope, determination criteria and distribution proportion of participants of employee stock ownership plan ten
Chapter IV capital source, stock source, purchase price and scale of employee stock ownership plan twelve
Chapter V Duration, lock-in period and ownership arrangement of employee stock ownership plan fourteen
Chapter VI participation mode of shareholding plan during financing of the company during the duration sixteen
Chapter VII management mode of employee stock ownership plan seventeen
Chapter VIII change, termination and decision-making procedures of employee stock ownership plan twenty-three
Chapter IX asset composition and equity disposal of employee stock ownership plan twenty-four
Chapter X accounting treatment of employee stock ownership plan twenty-seven
Chapter XI relationship and concerted action relationship involved in employee stock ownership plan Chapter XII procedures for the implementation of employee stock ownership plan 29 Chapter XIII other important matters thirty
Chapter I interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows: Zhongshan Broad-Ocean Motor Co.Ltd(002249) , the company and the company refer to Zhongshan Broad-Ocean Motor Co.Ltd(002249) (including subsidiaries, the same below), the employee stock ownership plan, the plan and the employee stock ownership plan of Zhongshan Broad-Ocean Motor Co.Ltd(002249) “pilot plan phase I”
The measures for the management of employee stock ownership plan refer to the measures for the management of employee stock ownership plan of Zhongshan Broad-Ocean Motor Co.Ltd(002249) “pilot plan phase I”
The draft plan and employee stock ownership plan refer to the draft employee stock ownership plan (Draft) of Zhongshan Broad-Ocean Motor Co.Ltd(002249) “pilot plan phase I”
Holders and participants refer to the company’s employees participating in the employee stock ownership plan
Holder’s meeting means the meeting of holders of employee stock ownership plans
Management Committee means the Management Committee of the employee stock ownership plan
The underlying stock refers to Zhongshan Broad-Ocean Motor Co.Ltd(002249) stock
Lock up period refers to the period during which the ownership / distribution of the underlying stock rights and interests under the plan is not allowed according to the plan. The lock up period of the plan is 60 months
Vesting assessment period refers to the period based on which the performance assessment of the holder is conducted according to the plan to determine the vesting proportion of the equity of the underlying stock
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Company law means the company law of the people’s Republic of China
Securities Law means 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
Disclosure guidelines No. 4 refers to the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan
Articles of association means the Zhongshan Broad-Ocean Motor Co.Ltd(002249) articles of association
Note: in this plan, if the total is inconsistent with the mantissa of the sum of each addend, it is caused by rounding.
Chapter II purpose and basic principles of employee stock ownership plan
1、 Purpose of ESOP
The company has formulated this plan in accordance with the company law, securities law, guiding opinions, disclosure guidelines No. 4 and other relevant laws, administrative regulations, rules, normative documents and the articles of association. The employees of the company voluntarily, legally and legally participate in this ESOP.
The company attaches great importance to the R & D of applied technologies and cutting-edge basic technologies in strategic emerging industries. Over the years, the company has continuously carried out technological innovation and improved the strategic layout. Under the guidance of energy conservation, environmental protection and industrial upgrading, the company has continuously increased its investment in product R & D, and set up R & D centers outside China, so that the company’s technology has always been at the forefront of the industry, R & D and mass production of related products are in a leading position in technology in the industry. In the process of rapid development, the company has attracted many technical talents, including high-level talents in the industry, experts of the overall expert group of national major projects and local discipline leaders or leaders.
Under the background of carbon peak and carbon neutralization, the Shanxi Guoxin Energy Corporation Limited(600617) automobile industry, including hydrogen fuel cell industry, has ushered in major development opportunities, the corresponding industry competition is becoming increasingly fierce, and the demand for technical talents continues to rise. The employee stock ownership plan aims to increase the incentive for the company’s core R & D personnel related to the electric drive powertrain system and hydrogen fuel cell system of new energy vehicles, effectively implement the company’s talent strategy guidance of “getting rich first” for excellent scientific researchers, and improve the stability of core R & D personnel, Continuously improve the company’s technical level in new energy vehicle electric drive powertrain system and hydrogen fuel cell system, establish and improve the benefit sharing mechanism of employees and shareholders, improve the level of corporate governance, enhance the cohesion and competitiveness of R & D personnel, mobilize the enthusiasm and creativity of R & D personnel, and realize technological innovation in the fierce industry competition, Further improve the market position and promote the long-term, sustainable and healthy development of the company.
The employee stock ownership plan of “pilot plan phase I” is a special arrangement launched by the company for the core R & D personnel of electric drive powertrain system and hydrogen fuel cell system of new energy vehicles, and hopes to take this opportunity to form a long-term mechanism, so as to maintain the stability and vitality of the company’s core R & D personnel and continuously improve the technical R & D strength. Therefore, in the future, the company will continue to launch a new phase of “navigation plan” according to its own actual development situation, and the specific scheme will perform the corresponding review procedures in accordance with the provisions of laws and administrative regulations.
2、 Basic principles
(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, and there is no forced employee participation in the employee stock ownership plan such as apportionment and forced distribution.
(III) risk bearing principle
The participants of the employee stock ownership plan shall be responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
Chapter III scope, determination criteria and distribution proportion of participants of employee stock ownership plan
1、 Scope of participants of employee stock ownership plan
The participants of the employee stock ownership plan are the core R & D personnel of the company’s new energy vehicle electric drive powertrain system and hydrogen fuel cell system business (including its subsidiaries). The holders of the employee stock ownership plan do not include the company’s directors, supervisors and senior managers. All holders work in the company or its holding subsidiaries and have employment relations with the company or its holding subsidiaries.
2、 Criteria for determining participants of employee stock ownership plan
(I) the participants of the employee stock ownership plan are determined in accordance with the company law, the securities law, the guiding opinions, relevant laws, regulations, normative documents such as China Securities Regulatory Commission and Shenzhen Stock Exchange and the articles of association, and in combination with the actual situation.
(II) participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
Under any of the following circumstances, they cannot become participants:
1. Securities acquired in the last three years
