Securities code: Shenzhen Sdg Information Co.Ltd(000070) securities abbreviation: Shenzhen Sdg Information Co.Ltd(000070) Announcement No.: 202242
Shenzhen Sdg Information Co.Ltd(000070)
Announcement on the revision of the first phase of employee stock ownership plan and abstract
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Sdg Information Co.Ltd(000070) (hereinafter referred to as “the company”) held the 21st Meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors on May 17, 2022, deliberated and adopted the proposal on the first phase of the company’s employee stock ownership plan (Revised Draft) and its summary and other relevant proposals. Now the relevant matters are explained as follows:
1、 Approval procedures for employee stock ownership plans
On May 12, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on the first phase of the company’s annual employee stock ownership plan (Draft) and its summary and other relevant proposals.
In order to smoothly promote the implementation of the company’s employee stock ownership plan, combined with the actual situation of the first phase of the employee stock ownership plan, and according to the authorization of the general meeting of shareholders to the board of directors to handle specific matters related to the employee stock ownership plan, on May 17, 2022, The 21st Meeting of the 8th session of the board of directors and the 7th Meeting of the 8th session of the board of supervisors respectively considered and adopted the proposal on the first phase of the company’s employee stock ownership plan (Revised Draft) and its summary and other relevant proposals, changing the management mode of the first phase of the employee stock ownership plan from entrusting a professional institution with asset management qualification to establish an asset management plan for management to the company’s own management, And revise the relevant provisions of the first phase of employee stock ownership plan and management measures accordingly.
2、 Main amendments to employee stock ownership plan
1. Revise the content of “duration and lock up period of Employee Stock Ownership Plan”:
Before and after revision
(I) duration of ESOP (I) duration of ESOP
1. The duration of the employee stock ownership plan is 36 months. 1. The duration of the employee stock ownership plan is 36 months, calculated from the date of completion of the purchase of the last underlying stock of the company. If the employee stock ownership plan is not extended at the expiration of its duration. If the ESOP is not extended at the expiration of its duration, it will be terminated automatically. During the duration, the period of this ESOP will terminate automatically. During the duration, all the shares of the employee stock ownership plan are sold and can be terminated in advance. If all the shares of the company have been sold, they can be terminated in advance.
2. One month before the expiration of the duration of the employee stock ownership plan; 2. One month before the expiration of the duration of the employee stock ownership plan, if all the company’s shares held by the management committee have not been sold, it shall be agreed with the asset management organization after attending the holding meeting, The duration of the ESOP can be extended after the ESOP is submitted to the board of directors of the company for deliberation and approval after more than 2 / 3 (inclusive) shares held by the holders attending the meeting and more than 2 / 3 (inclusive) shares held by the holders are agreed and submitted to the board of directors of the company for deliberation and approval.
The duration of can be extended. 3. If the trading of the company’s shares is suspended or the window period is short, 3. If the company’s shares held in the employee stock ownership plan cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of the company’s shares or the short window period, and the company’s shares held in the employee stock ownership plan cannot be fully realized before the expiration of the upper limit of the duration, With the consent of more than 2 / 3 (inclusive) shares held by the holders of the management committee meeting, the meeting and the asset management organization reach a consensus through consultation. After attending the holders’ meeting and submitting it to the board of directors for deliberation and approval, the duration of the plan agreed and proposed by more than 2 / 3 (inclusive) shares held by the holders of this ESOP can be extended. After being submitted to the board of directors of the company for deliberation and approval, the duration of the employee stock ownership plan can be extended after the lock-in period of the employee stock ownership plan expires. 4. When the employee stock ownership plan expires, the assets held by the employee can be terminated in advance. When the assets held by the employee stock ownership plan are monetary funds, the employee stock ownership plan can be terminated in advance.
2. Revise the content of “management mode of Employee Stock Ownership Plan”:
Before and after revision
After being approved by the general meeting of shareholders, this ESOP will be managed by the company itself. Entrust professional institutions with asset management qualification for management. The shares and funds held in this ESOP are entrusted property, and the asset management institution of this ESOP shall not classify the entrusted property into its inherent property; The asset management institution of the employee stock ownership plan was dissolved, revoked or punished in accordance with the law
In case of liquidation for reasons such as bankruptcy declared by law, the entrusted property does not belong to its liquidation property. 2. The following matters need to be considered at the holder’s meeting: 2. The following matters need to be considered at the holder’s meeting: (1) elect and remove members of the Management Committee; (1) To elect and recall members of the Management Committee;
(2) Change, termination and extension of duration of employee stock ownership plan (2) change, termination and extension of duration of employee stock ownership plan; Long;
(3) During the duration of the employee stock ownership plan, the company will allocate shares and increase shares. (3) during the duration of the employee stock ownership plan, when the company finances by means of allotment of shares, additional issuance and convertible bonds, the management committee will submit the financing by means of issuance and convertible bonds to the holder’s meeting to review whether to participate and the specific participation plan; The shareholders’ meeting shall consider whether to participate and the specific participation scheme; (4) Review and revise the measures for the administration of employee stock ownership plans; (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 (5) authorize the management committee to supervise the daily management of the employee stock ownership plan; Administration;
(6) Authorize the management committee or its authorized asset management institution (6) authorize the management committee or its authorized asset management institution to exercise shareholders’ rights; Exercise shareholders’ rights;
(7) Authorize the management committee to be responsible for the reconciliation with the asset management institution; (7) authorize the management committee to be responsible for the liquidation of the employee stock ownership plan and the replacement of the manager and custodian; And property distribution;
(8) Authorize the management committee to be responsible for the liquidation of the employee stock ownership plan (8) other management committees consider it necessary to convene the holder’s meeting and property distribution; Matters considered.
(9) Other matters that the Management Committee deems necessary to convene a shareholders’ meeting for deliberation.
4. The management committee shall perform the following duties: 4. The management committee shall perform the following duties:
(1) Be responsible for convening the shareholders’ meeting; (1) Be responsible for convening the shareholders’ meeting;
(2) Carry out daily management of the ESOP on behalf of all holders (2) carry out daily management of the ESOP on behalf of all holders; Administration;
(3) Exercise shareholders’ rights or authorize capital on behalf of all holders (3) handle the subscription of shares of employee stock ownership plan;
The property management institution shall exercise the rights of shareholders; (4) Exercise shareholders’ rights on behalf of all shareholders;
(4) Handle the locking of the shares purchased under the employee stock ownership plan (5) handle all matters related to the locking and unlocking of the shares purchased under the employee stock ownership plan; And unlock all matters;
(5) Manage the equity distribution of the employee stock ownership plan. In the employee stock ownership (6) manage the equity distribution of the employee stock ownership plan. When the legal lock period and share lock period of the employee stock ownership plan expire, decide the subject stock sale and distribution and other related matters when the legal lock period and share lock period of the subject plan expire; Related matters such as the sale and distribution of shares;
(6) Change the participants and determination criteria of the employee stock ownership plan (7) change the participants and determination criteria of the employee stock ownership plan; accurate
(7) Determine the qualification of the holder according to the provisions of the employee stock ownership plan (8) determine the disqualification of the holder according to the provisions of the employee stock ownership plan, the disqualification of the share held by the disqualified holder, and the treatment of the share held by the disqualified holder, including the treatment of increasing the holder and changing the share of the holder, including increasing the holder Changes in the share of the holder; Moving, etc;
(8) Decide on the recovery and undertaking of ESOP shares and (9) decide on the recovery and undertaking of ESOP shares and the cashing arrangement of corresponding income; Cashing arrangement of corresponding income;
(9) Handle the share inheritance registration of employee stock ownership plan; (10) Handle the share inheritance registration of employee stock ownership plan;
(10) Be responsible for docking with asset management institutions and (11) sign relevant documents on behalf of all holders; Change the manager and custodian;
(12) Decide whether to hire relevant professional institutions to sign relevant documents for the shareholding plan (11) on behalf of all holders; Provide management, consulting and other services for daily management;
(12) Decide whether to employ relevant professional institutions to perform other duties authorized by the shareholders’ meeting of the shareholding plan (13); Provide management, consulting and other services for daily management;
(14) Make decisions on other duties authorized by the shareholders’ meeting during the duration of the ESOP in addition to the above matters (13); Special matters outside the contract;
(14) Make decisions on special matters during the duration of the employee stock ownership plan other than the above matters (15) the draft employee stock ownership plan and relevant laws and regulations; Other duties to be performed by the management committee.
(15) Other duties to be performed by the management committee as stipulated in the draft employee stock ownership plan and relevant laws and regulations.
(IV) asset management organization (delete relevant contents)
After the ESOP is approved by the general meeting of shareholders, the board of directors will select an appropriate professional asset management organization to manage the assets to be entrusted by the ESOP in accordance with the relevant rules on asset management business issued by relevant regulatory authorities and the provisions of the ESOP, so as to safeguard the legitimate rights and interests of the ESOP and ensure the property safety of the ESOP. The company will sign relevant management agreements with it on behalf of the employee stock ownership plan; The management fee, custody fee and other related expenses shall be subject to the relevant agreement finally signed.
3. Delete the original “VII. Selection of management organization, calculation and payment of management expenses, terms of management agreement”.
4. Revise the contents of “change and termination of employee stock ownership plan and disposal of holder’s rights and interests”:
Before and after revision
(III) termination of ESOP (III) termination of ESOP
1. The employee stock ownership plan will be automatically terminated upon expiration. 1. The employee stock ownership plan will be automatically terminated upon expiration. 2. All the company’s shares held by the employee stock ownership plan are sold. 2. All the company’s shares held by the employee stock ownership plan are sold, and the employee stock ownership plan can be terminated in advance. The employee stock ownership plan can be terminated in advance.
3. One month before the expiration of the duration of the employee stock ownership plan; 3. One month before the expiration of the duration of the employee stock ownership plan, if all the company’s shares held by the management committee have not been sold, it shall be agreed with the asset management organization after attending the holding meeting, The duration of the ESOP can be extended after the ESOP is submitted to the board of directors for deliberation and approval after the ESOP is submitted to the board of directors for deliberation and approval, and the duration of the ESOP can be extended after the extension period expires, After the expiration of the extension period, the employee holding stock ownership plan will terminate automatically.
The share plan terminates automatically. 4. If the trading of the company’s shares is suspended or the window period is short, 4. If the company’s shares held in the employee stock ownership plan cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of the company’s shares or the short window period, and the company’s shares held in the employee stock ownership plan cannot be fully realized before the expiration of the upper limit of the duration, With the consent of more than 2 / 3 (inclusive) shares held by the holders of the management committee meeting, the meeting and the asset management organization reach a consensus through consultation. After attending the holders’ meeting and submitting it to the board of directors for deliberation and approval, the duration of the plan agreed and proposed by more than 2 / 3 (inclusive) shares held by the holders of this ESOP can be extended. After being submitted to the board of directors of the company for deliberation and approval, the duration of the employee stock ownership plan can be extended after the lock-in period of the employee stock ownership plan expires. The assets held by the share plan are in currency
