Shenzhen Sdg Information Co.Ltd(000070)
Management measures for phase I employee stock ownership plan
(Revised Version)
general provisions
Article 1 in order to standardize the implementation of the first phase of the employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan”) of Shenzhen Sdg Information Co.Ltd(000070) (hereinafter referred to as the ” Shenzhen Sdg Information Co.Ltd(000070) ” or the “company”), According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidance of the CSRC on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”), and the guidance No. 1 on self discipline supervision of Listed Companies in Shenzhen Stock Exchange – standardized operation of listed companies on the main board (hereinafter referred to as the “guidance”) “Regulatory guidelines No. 1”) and other relevant laws, administrative regulations, rules, normative documents, as well as the provisions of Shenzhen Sdg Information Co.Ltd(000070) articles of Association (hereinafter referred to as the “articles of association”) and Shenzhen Sdg Information Co.Ltd(000070) phase I employee stock ownership plan (Draft), hereby formulate the measures for the administration of Shenzhen Sdg Information Co.Ltd(000070) phase I employee stock ownership plan (hereinafter referred to as the “measures”).
Chapter II Formulation of employee stock ownership plan
Article 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.
Article 3 holders of employee stock ownership plans
(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.
Article 4 the scale of the subject matter involved in the ESOP
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 the day of the meeting of the board of directors, the total number of subject shares that can be purchased and held by the ESOP does not exceed 8.37 million shares, accounting for about 0.99% of the total share capital of the company on the date of announcement of the draft ESOP.
Affected by the implementation of the employee stock ownership plan and the market situation, there is still uncertainty about the final repurchase of the company’s shares. The number of target shares finally held by the employee stock ownership plan shall be subject to the actual number of shares transferred. The company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant laws and regulations.
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.
Article 5 source of underlying stock involved in ESOP
The ESOP will acquire and hold Shenzhen Sdg Information Co.Ltd(000070) A-Shares of common stock through secondary market purchase (including but not limited to centralized bidding trading, block trading) and other means permitted by laws and regulations within 6 months after the ESOP is considered and approved by the general meeting of shareholders, and will not be used to purchase shares of other companies.
Article 6 capital source of employee stock ownership plan
The company’s employees’ participation in the employee stock ownership plan is funded by employees’ legal salary, self raised funds and other ways allowed by laws and regulations. This 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 and information for employees to participate in the ESOP.
Article 7 duration and lock-in period of employee stock ownership plan
(I) the duration of the employee stock ownership plan and the decision-making procedures for its renewal after the expiration of the duration
1. The duration of this ESOP is 36 months, calculated from the date of completion of the last purchase of the company’s underlying shares. If the ESOP is not extended at the expiration of its duration, it will be terminated automatically. During the duration, all the shares of the employee stock ownership plan are sold and can be terminated in advance.
2. One month before the expiration of the duration of the employee stock ownership plan, if all the company’s shares held have not been sold, the duration of the employee stock ownership plan can be extended after more than 2 / 3 (including) 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 in this ESOP 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 this ESOP can be extended after more than 2 / 3 (inclusive) shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
4. After the lock-in period of this ESOP expires, when the assets held by the ESOP are all monetary funds, this ESOP can be terminated in advance.
(II) lock up period of the underlying shares involved in the employee stock ownership plan
1. The maximum lock period of the underlying shares obtained by the employee stock ownership plan through the purchase of secondary market and other laws and regulations is 12 months, which will be unlocked at one time after 12 months from the date of announcing the completion of the last purchase of the underlying shares.
The shares derived from the underlying shares obtained by the employee stock ownership plan due to the distribution of stock dividends and the conversion of capital reserve by the listed company shall also comply with the above share locking arrangements.
2. Transaction restrictions of this employee stock ownership plan
The ESOP will strictly abide by the market trading rules and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on stock trading. The company’s shares shall not be traded during the following periods:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
(2) Ten days before the announcement of the company’s quarterly report, 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 the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
In case of any change in relevant laws, administrative regulations, departmental rules or normative documents in the future, the new requirements shall prevail.
3. Explanation on the rationality and compliance of the lock-in period of the employee stock ownership plan
The lock period setting principle of this ESOP is the equivalence of incentive and constraint. The company believes that on the basis of legal compliance, the setting of the lock-in period can fully motivate employees and produce corresponding constraints on employees, so as to more effectively unify the interests of holders and shareholders of the company, achieve the purpose of the company’s employee stock ownership plan, and promote the further development of the company.
Article 8 implementation procedures of employee stock ownership plan
(I) the board of directors is responsible for drafting the draft employee stock ownership plan.
(II) before implementing the ESOP, the company shall fully solicit the opinions of employees through the employee congress and other organizations.
(III) the board of directors deliberated and approved the draft of the employee stock ownership plan. The independent directors and the board of supervisors shall express their opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether there are ways to force employees to participate in the employee stock ownership plan, such as apportionment and forced distribution.
(IV) the board of directors shall announce the resolution of the board of directors, the summary of the draft employee stock ownership plan, the opinions of independent directors, the opinions of the board of supervisors, etc. within 2 trading days after considering and adopting the draft plan.
(V) the board of supervisors of the company is responsible for verifying the list of holders, and expressing opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether there are ways to force employees to participate in the ESOP, such as apportionment and forced distribution.
(VI) the company employs a law firm to issue a legal opinion on the ESOP and announce the legal opinion two trading days before the on-site meeting of the relevant general meeting of shareholders.
(VII) when the general meeting of shareholders is held to review the ESOP, the general meeting of shareholders will vote by combining on-site voting and online voting, and the votes of small and medium-sized investors will be counted separately and disclosed publicly. After more than half of the effective voting rights attending the general meeting of shareholders are passed (if related shareholders are involved, they shall avoid voting), the employee stock ownership plan can be implemented.
(VIII) convene the meeting of the holders of the employee stock ownership plan, elect members of the management committee, clarify the specific matters of the implementation of the employee stock ownership plan, and disclose the convening of the meeting and relevant resolutions in time.
(IX) the company shall timely disclose the time, quantity, proportion and other information of obtaining the underlying shares within 2 trading days after the purchase of the underlying shares in the employee stock ownership plan.
(x) other procedures required by the CSRC and Shenzhen Stock Exchange.
Chapter III Management of employee stock ownership plan
Article 9 management mode of employee stock ownership plan
The top management authority of the employee stock ownership plan is the holder’s meeting. The holder’s meeting sets up a management committee and authorizes the management committee as the management organization of the employee stock ownership plan to supervise the daily management of the employee stock ownership plan and exercise shareholders’ rights on behalf of the holder or authorize the asset management organization to exercise shareholders’ rights. The measures for the administration of employee stock ownership plan clearly stipulates the responsibilities of the management committee and takes sufficient risk prevention and isolation measures. The board of directors of the company is responsible for formulating and revising the employee stock ownership plan, and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders.
The employee stock ownership plan is managed by the company itself.
After acquiring and holding Shenzhen Sdg Information Co.Ltd(000070) shares through secondary market purchase (including but not limited to centralized bidding trading, block trading) and other means permitted by laws and regulations, the employee stock ownership plan will enjoy the due shareholder rights of the shares, including but not limited to the voting rights, dividend rights, allotment rights, converted shares, etc.
Article 10 shareholders’ meeting of employee stock ownership plan
(I) the company’s employees will become the holders of the ESOP after subscribing for the shares of the ESOP. The holders’ meeting is the internal top management authority of the ESOP. 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.
(II) the following matters need to be considered at the shareholders’ meeting:
1. To elect and recall members of the Management Committee;
2. Change, termination and extension of the duration of the employee stock ownership plan;
3. During the duration of the employee stock ownership plan, when the company finances by means of allotment of shares, additional issuance, convertible bonds, etc., the management committee shall submit it to the holders’ meeting to consider whether to participate and the specific participation plan;
4. Review and revise the measures for the administration of employee stock ownership plans;
5. Authorize the management committee to supervise the daily management of the employee stock ownership plan;
6. Authorize the management committee or its authorized asset management institution to exercise shareholders’ rights;
7. Authorize the management committee to be responsible for the liquidation and property distribution of the employee stock ownership plan;
8. Other matters that the Management Committee deems necessary to convene a shareholders’ meeting for deliberation.
(III) the first shareholders’ meeting shall be convened and presided over by the Secretary of the board of directors or his designated person, 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.
(IV) when convening a meeting of holders, the management committee shall submit a written notice of the meeting to all holders by direct delivery, mail, fax, e-mail or other means 3 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. The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
5. Meeting materials necessary for voting at the meeting;
6. The holder shall attend the meeting in person or entrust other holders to attend the meeting on his behalf;
7. Contact person and contact information;
8. Date of notification.
In case of emergency, the holder’s meeting can be held by oral notice. As soon as possible, the oral notice of the meeting shall include at least the contents of item 1 and item 2 above. (V) voting procedures of the shareholders’ meeting
1. After full discussion of each proposal, the moderator shall timely submit it to the holders attending the meeting for voting. The moderator may also decide to submit all proposals to the holders attending the meeting for voting after discussion. The voting method is written voting.
2. Holding of this ESOP
