Securities code: Kingsignal Technology Co.Ltd(300252) securities abbreviation: Kingsignal Technology Co.Ltd(300252) Kingsignal Technology Co.Ltd(300252) measures for the administration of employee stock ownership plan in 2022
May, 2002
Chapter I General Provisions
Article 1 in order to standardize the implementation of the employee stock ownership plan of Kingsignal Technology Co.Ltd(300252) (hereinafter referred to as “the employee stock ownership plan”, “Stock Ownership Plan” or “the plan”) in 2022, 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”) The guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies (hereinafter referred to as the “guidelines for standardized operation of gem”) and other relevant laws, administrative regulations and rules The measures for the administration of the employee stock ownership plan in 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 (hereinafter referred to as the “measures”) are hereby formulated in accordance with the normative documents and the provisions of the articles of association of Kingsignal Technology Co.Ltd(300252) and the employee stock ownership plan in 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 (hereinafter referred to as the “draft employee stock ownership plan” or the “draft plan”).
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 independent decision of the company, and the employees participate voluntarily. The company does not force the 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 procedures to be performed for ESOP
(I) the board of directors of the company is responsible for preparing the draft of the 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) when the board of directors deliberates the ESOP, it shall be approved by more than half of all non affiliated directors. The directors who intend to participate in the ESOP and their affiliated directors shall avoid voting. If the number of non affiliated directors attending the board of directors is less than three, the board of directors shall directly submit the matter to the general meeting of shareholders of the listed company for deliberation. The independent directors shall express their opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the legitimate rights and interests of the company and minority shareholders, whether they solicit the opinions of employees before the launch of the plan, and whether there are ways to force employees to participate in the ESOP, such as apportionment and forced distribution.
(IV) the board of supervisors is responsible for expressing opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company, whether it damages the legitimate rights and interests of the company and minority shareholders, whether it solicits the opinions of employees before the plan is launched, and whether there are forced employees to participate in the employee stock ownership plan by means of apportionment and forced distribution.
(V) when the board of directors deliberates the ESOP, the directors associated with the ESOP shall withdraw from voting. The board of directors shall announce the resolutions of the board of directors, the draft of the employee stock ownership plan, the opinions of independent directors, the opinions of the board of supervisors and other documents within 2 trading days after the approval of the employee stock ownership plan.
(VI) the company employs a law firm to issue legal opinions on whether the ESOP and its related matters are legal and compliant, whether necessary decision-making and approval procedures have been performed, and announce the legal opinions 2 trading days before the shareholders’ meeting.
(VII) when the general meeting of shareholders is convened to review the ESOP, the shareholders associated with the ESOP shall withdraw from voting. The general meeting of shareholders will adopt the combination of on-site voting and online voting. The ESOP can be implemented after being approved by more than half of the effective voting rights attending the general meeting of shareholders.
(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 timely disclose the convening of the meeting and relevant resolutions.
(IX) the company implements the employee stock ownership plan, and within 2 trading days after the transfer of the subject stock to the name of the employee stock ownership plan is completed, the time, quantity, proportion and other information of obtaining the subject stock shall be disclosed in the form of temporary announcement. (x) other procedures required by the CSRC and Shenzhen Stock Exchange.
Article 4 determination basis and scope of ESOP holders
(I) determination basis of ESOP holders
1. Legal basis determined by the holder
The holder of the ESOP is determined in accordance with the company law, the securities law, the guiding opinions, the guidelines for the standardized operation of the gem and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The company’s employees participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. All participants must sign labor contracts or employment contracts with the company (including holding subsidiaries) within the duration of the employee stock ownership plan.
2. Job basis determined by the holder
The participants of this ESOP shall meet one of the following criteria:
(1) Directors (excluding independent directors), supervisors and senior managers of the company;
(2) The company’s core management personnel, core technical (business) personnel and other important personnel.
Eligible employees shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
(II) scope of ESOP holders
The holders of the employee stock ownership plan include the company’s directors (excluding independent directors), supervisors, senior managers, core managers, core technical (business) personnel and other important personnel, with a total of no more than 109 (excluding reserved shares). The specific number of participants is determined according to the actual contributions of employees.
Article 5 capital source of employee stock ownership plan
The fund sources of the employee stock ownership plan include employees’ legal salary, self raised funds and other methods permitted by laws and regulations. The company does not provide financial assistance such as advance, guarantee and loan to the holders in any way, nor does it have arrangements for a third party to provide rewards, subsidies, subsidies and other details for employees to participate in the stock ownership plan.
The total amount of funds raised by the employee stock ownership plan shall not exceed 7.14 million yuan, with “shares” as the subscription unit, and each share is 1.00 yuan.
The specific shares held by the holders of the employee stock ownership plan and the corresponding amount shall be determined according to their actual contributions.
Article 6 stock source of employee stock ownership plan
The stock source of this ESOP is Kingsignal Technology Co.Ltd(300252) a ordinary shares repurchased by the company’s special securities account.
The company held the 8th meeting of the 3rd board of directors in 2018 on June 28, 2018, deliberated and adopted the proposal on repurchase of company shares, and disclosed the report on repurchase of company shares (Announcement No.: 2018100) on August 6, 2018. On July 1, 2019, the company disclosed the announcement on the implementation results of share repurchase and share changes (Announcement No.: 2019069). As of June 27, 2019, the company has repurchased 1 million shares through centralized bidding transaction through the special securities account for share repurchase. The cumulative repurchased shares account for 0.17% of the total share capital of the company, and the maximum transaction price is 13.90 yuan / share, The lowest transaction price is 10.50 yuan / share, and the total transaction amount is 11631500 yuan (excluding transaction costs). The share repurchase plan has been implemented.
After the ESOP is deliberated and approved by the general meeting of shareholders of the company, the company’s shares held in the company’s special securities account for repurchase will be obtained through non transaction transfer and other ways permitted by laws and regulations.
Article 7 stock purchase price of employee stock ownership plan and its determination method
(I) purchase price
The price of shares in the company’s repurchase account transferred by the employee stock ownership plan is 7.14 yuan / share, which is the average trading price of the company’s shares 20 trading days before the announcement of the draft plan.
During the period from the announcement date of the resolution of the board of directors to the completion of the purchase of repurchased shares in the employee stock ownership plan, if the company has ex right and ex interest matters such as conversion of capital reserve into share capital, share distribution and dividend distribution, the price of the underlying stock shall be adjusted accordingly.
2、 Determination method of purchase price
On the basis of the company’s existing salary system, further establishing and improving the company’s long-term incentive mechanism can realize the consistency of the interests of the company, shareholders and employees, fully and effectively mobilize the initiative, enthusiasm and creativity of managers and employees, deal with the risk of brain drain, attract and retain excellent management talents and business backbone, improve the cohesion of employees and the competitiveness of the company, and promote the stable, healthy and long-term development of the company, Enable employees to share the benefits brought by the continuous growth of the company.
Based on the recognition of the confidence and intrinsic value of the company’s future development prospects, and considering that the ESOP needs to achieve the purpose of reasonable incentive effect on participants at a reasonable cost, from the perspective of incentive, the pricing is reasonable and scientific, and does not harm the interests of the company and all shareholders.
Article 8 duration and lock-in period of ESOP
(I) duration of employee stock ownership plan
1. The duration of the employee stock ownership plan is 24 months, which is calculated from the date when the draft of the employee stock ownership plan is considered and approved by the general meeting of the company and the company announces the last transfer of the company’s shares to the name of the employee stock ownership plan. If the employee stock ownership plan is not extended at the expiration of its duration, it will be terminated automatically.
2. If all the underlying shares held by the employee stock ownership plan are sold or transferred to the share holders of the employee stock ownership plan, and the liquidation and distribution are completed according to the regulations, the employee stock ownership plan can be terminated in advance after being deliberated and approved by the holder’s meeting and the board of directors.
3. 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 or transferred to the share holders of the plan, the duration of the employee stock ownership plan can be extended after more than 2 / 3 of the shares held by the holders attending the holder meeting are agreed and submitted to the board of directors for deliberation and approval.
4. If the company’s shares held by the employee stock ownership plan cannot be sold or transferred to the share holders of the plan before the expiration of the upper limit of the duration due to the suspension of trading of the company’s shares or the short window period, the duration of the employee stock ownership plan can be extended after more than 2 / 3 of the shares held by the holders attending the holder’s meeting are agreed and submitted to the board of directors for deliberation and approval.
5. The company shall disclose a suggestive announcement six months before the expiration of the duration of the employee stock ownership plan, stating the number of shares held by the expiring employee stock ownership plan and its proportion in the total share capital of the company.
6. A listed company shall disclose the number of shares held by the expired employee stock ownership plan and its proportion in the total share capital of the company and the disposal arrangements after the expiration at the latest when the duration of the employee stock ownership plan expires. If it is proposed to extend the term, it shall explain the differences from that before the extension item by item according to the disclosure requirements in article 7.8.7 of the guidelines for the standardized operation of gem, and perform the corresponding review procedures and disclosure obligations according to the provisions of the employee stock ownership plan.
(II) lock up period of employee stock ownership plan
1. The lock-in period of this ESOP is 12 months. The subject shares of the employee stock ownership plan obtained by means of non trading transfer and other laws and regulations shall be unlocked at one time 12 months after the employee stock ownership plan is considered and approved by the general meeting of shareholders of the company and the company announces the transfer of the subject shares to the name of the employee stock ownership plan.
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 reserves by the listed company shall also comply with the above share locking arrangements.
2. Transaction restrictions of the employee stock ownership plan
The employee stock ownership plan will strictly abide by the market trading rules and the relevant provisions of the 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.
The above “major events” are transactions or other major events that the company should disclose in accordance with the provisions of the Shenzhen Stock Exchange GEM Listing Rules.
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 of the employee stock ownership plan is set on the principle of equal incentives and constraints. 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 the holders and the company and the company’s shareholders, achieve the purpose of the company’s employee stock ownership plan, and promote the further development of the company.
Chapter III Management of employee stock ownership plan
Article 9 management mode of employee stock ownership plan
The employee stock ownership plan is managed by the company itself. The internal top management authority of the ESOP is the shareholders’ meeting. The ESOP has a management committee to supervise the daily management of the ESOP, exercise shareholders’ rights on behalf of the holders or authorize the management organization to exercise shareholders’ rights. The management committee shall manage the assets of the employee stock ownership plan, safeguard the legitimate rights and interests of the holders of the employee stock ownership plan and ensure the asset safety of the employee stock ownership plan in accordance with laws, administrative regulations, departmental rules, normative documents, securities regulatory authorities and the provisions of the employee stock ownership plan
