Securities abbreviation: Shenzhen Sdg Information Co.Ltd(000070) securities code: Shenzhen Sdg Information Co.Ltd(000070) Shenzhen Sdg Information Co.Ltd(000070)
Phase I employee stock ownership plan
(Revised Version)
May, 2002
statement
The company and all members of the board of directors guarantee that the contents of this ESOP are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Risk statement
1. The specific fund source and implementation plan of the employee stock ownership plan 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, but there is uncertainty about whether it can achieve the plan scale and objectives.
3. 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、 Shenzhen Sdg Information Co.Ltd(000070) (hereinafter referred to as ” Shenzhen Sdg Information Co.Ltd(000070) ” or “the company”) phase I employee stock ownership plan (hereinafter referred to as “this Employee Stock Ownership Plan”) is the company’s basis for the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidance on the pilot implementation of employee stock ownership plan by listed companies, the guidance on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board And other relevant laws, administrative regulations, rules, 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. There is no forced employee participation in the employee stock ownership plan such as apportionment and forced distribution.
3. The participants of this ESOP are directors, supervisors, senior managers and other core technology / business / management backbones of the company (including subsidiaries). The total number of employees participating in this ESOP is expected to be no more than 93, and the specific number of participants is determined according to the actual implementation.
4. The capital sources of this ESOP are employees’ legal salary, self raised funds and other ways allowed by laws and regulations.
5. The stock source of this ESOP is the subject stock purchased through the secondary market (including but not limited to centralized bidding trading, block trading) and other ways permitted by laws and regulations.
6. The maximum amount of funds raised by the employee stock ownership plan is 37.5 million yuan, with “shares” as the subscription unit, and each share is 1.00 yuan. According to the calculation of the closing price of 4.48 yuan / share on April 25, 2022, the total number of subject shares that can be purchased and held by the employee stock ownership plan does not exceed 8.37 million shares, accounting for about 0.99% of the total share capital of 844580812 shares on the announcement date of the draft employee stock ownership plan. Affected by the implementation of the employee stock ownership plan and market conditions, there is still uncertainty about the specific situation of the company’s shares purchased by the employee stock ownership plan. The final number of subject shares held by the employee stock ownership plan shall be subject to the actual number of shares transferred.
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 of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company. The total number of the above subject shares 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.
7. The duration of this ESOP is 36 months, calculated from the date of completion of the last purchase of the company’s underlying shares. Before the expiration of the duration of the ESOP, the duration of the ESOP 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.
8. The maximum lock period of the employee stock ownership plan is 12 months, which will be unlocked at one time 12 months from the date of announcing the completion of the purchase of the last underlying stock.
9. The employee stock ownership plan is managed by the company itself. The internal management authority of this ESOP is the shareholders’ meeting; A management committee shall be established for the ESOP to exercise shareholders’ rights on behalf of the holders of the ESOP and carry out daily management of the ESOP.
10. After the board of directors of the company deliberates and approves the employee stock ownership plan, it shall be submitted to the general meeting of shareholders for deliberation and approved by the general meeting of shareholders of the company before implementation. 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 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.
11. The financial and accounting treatment and tax and other issues of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the relevant financial system, accounting standards and tax system. The relevant taxes that employees need to pay due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
12. After the implementation of the employee stock ownership plan, the company’s equity distribution will not meet the requirements of listing conditions.
interpretation
Unless the context otherwise requires, the following abbreviations refer to the following meanings: Shenzhen Sdg Information Co.Ltd(000070) , the company, the company refers to Shenzhen Sdg Information Co.Ltd(000070) employee stock ownership plan, this employee refers to Shenzhen Sdg Information Co.Ltd(000070) phase I employee stock ownership plan, draft employee stock ownership plan This plan refers to the draft of Shenzhen Sdg Information Co.Ltd(000070) phase I employee stock ownership plan (Draft) and the method of Shenzhen Sdg Information Co.Ltd(000070) phase I employee stock ownership plan management office
Holder refers to the object 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
The underlying stock refers to Shenzhen Sdg Information Co.Ltd(000070) A shares of common stock
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
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
Regulatory guidelines No. 1 refers to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board
The articles of association refers to Shenzhen Sdg Information Co.Ltd(000070) articles of association
In this paper, if the total number is inconsistent with the mantissa of the sum of each sub item value, it is caused by rounding.
catalogue
interpretation…… 6 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 and scale of employee stock ownership plan 10 v. duration and lock-in period of employee stock ownership plan 11 VI. management mode of employee stock ownership plan 12 VII. Change and termination of employee stock ownership plan and disposal of holder’s rights and interests 18 VIII. Disposal of shares held by employees after the expiration of the employee stock ownership plan 22 IX. participation mode of shareholding plan during the company’s financing during the duration 23 X. relationship between shareholding plans and concerted action 23 Xi. Procedures for implementing the employee stock ownership plan 23 XII. Other important matters twenty-four
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, regulatory guidelines No. 1 and other relevant laws, administrative regulations, rules, normative documents and the articles of association. Employees voluntarily, legally and legally participate in the employee stock ownership plan and hold the company’s shares for the purpose of:
Further improve the corporate governance structure, establish and improve the benefit sharing mechanism between workers and owners, condense and cultivate a group of compound cadres and business leaders with common values by giving rights and obligations to holders, so as to realize shared responsibility and value sharing, and promote the long-term, sustainable and healthy development of the company, so as to bring more efficient and lasting returns to shareholders.
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. The company does not force employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) 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) legal basis 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, regulatory guidelines No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation.
(II) criteria for determining participants
The participants of this ESOP are directors, supervisors, senior managers and other core technology / business / management backbones of the company (including subsidiaries). All participants must work in the company (including subsidiaries) and sign labor contracts or employment contracts during the duration of the employee stock ownership plan.
The total number of participants in this ESOP is expected to be no more than 93. The specific number of participants is determined according to the actual subscription of employees. The participation of the above-mentioned employees in this ESOP follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced participation of employees by means of apportionment, forced distribution, etc.
(III) participants and distribution proportion of this ESOP
The employee stock ownership plan takes “shares” as the subscription unit, each share is 1.00 yuan, the total subscription share does not exceed 37.5 million, and the maximum amount of funds to be raised is 37.5 million yuan. The specific shares held by the holders of the employee stock ownership plan shall be subject to the amount finally confirmed by the employees.
The total number of participants in the employee stock ownership plan shall not exceed 93. The specific number and list of participants will be selected by the company and determined according to the actual contribution of employees. The upper limit and proportion of the corresponding equity share of the holder are as follows:
Proportion of the shares to be granted to the plan (10000 employee stock ownership shares (10000 shares))
1 Chairman Gao Tianliang 150 4.00% 33.48
2 Wu Liwen, director and general manager 100 2.67% 22.35
3. Director Li Mingjun 100 2.67% 22.35
4. Director Yang Xi 100 2.67% 22.35
5. Director Wang Jun 100 2.67% 22.35
6 Li Zengmin, director and chief financial officer 80 2.13% 17.83
7 rob is the chairman of the board of supervisors 100 2.67% 22.35
8 Li Songdong supervisor 40 1.07% 8.96
9 employee supervisors 20 0.53% 4.44
10 Huang Bin full-time Deputy Secretary of the Party committee 80 2.13% 17.83
11 Liu Tao, deputy general manager 80 2.13% 17.83
12 Luo Qunfeng, deputy general manager 80 2.13% 17.83
13. Wang Aiguo
