Securities code: Kingsignal Technology Co.Ltd(300252) securities abbreviation: Kingsignal Technology Co.Ltd(300252) Kingsignal Technology Co.Ltd(300252) 2022 employee stock ownership plan (Draft)
May, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the ESOP and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1、 The employee stock ownership plan of the company can be implemented only after it is approved by the general meeting of shareholders of the company. There is uncertainty whether the employee stock ownership plan can be approved by the general meeting of shareholders of the company.
2、 The specific capital source, contribution proportion and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed.
3、 If the employee’s subscription fund is low, there is a risk that the employee stock ownership plan cannot be established; If the subscription funds of employees are insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale.
4、 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
I Kingsignal Technology Co.Ltd(300252) (hereinafter referred to as ” Kingsignal Technology Co.Ltd(300252) ” or “the company”) the 2022 employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan” or “the plan”) is the company’s guidance on the pilot implementation of employee stock ownership plan by Listed Companies in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guidance on the implementation of employee stock ownership plan by listed companies Relevant laws, administrative regulations, rules, normative documents and the provisions of the Kingsignal Technology Co.Ltd(300252) articles of Association (hereinafter referred to as the “articles of association”) such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
2、 The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no situation of forced employees to participate in the stock ownership plan such as apportionment and forced distribution.
3、 The participants of the employee stock ownership plan are directors (excluding independent directors), supervisors, senior managers, core managers, core technical (business) personnel and other important personnel of the company (including holding subsidiaries, the same below) who play an important role and influence on the overall performance and medium and long-term development of the company. The total number of participants in the employee stock ownership plan shall not exceed 109 (excluding reserved shares), including 11 directors (excluding independent directors), supervisors and senior managers. The specific number of participants shall be determined according to the actual contributions of employees.
4、 The total amount of funds to be raised by the employee stock ownership plan shall not exceed 7.14 million yuan. The “shares” shall be taken as the subscription unit, and each share shall be 1 yuan. The upper limit of the number of shares of the employee stock ownership plan is 7.14 million. The final total amount of funds raised shall be subject to the actual total amount of funds raised. The capital source of the employee stock ownership plan is the legal salary of employees, self raised funds and other ways allowed by laws and regulations. The company will not provide advance, guarantee, loan and other financial assistance to the participants in any way.
5、 The share source of this ESOP is Kingsignal Technology Co.Ltd(300252) A shares of common stock repurchased by the company’s special account for repurchase, with a total of no more than 1 million shares, accounting for 0.17% of the company’s current total share capital of 577153834 shares, of which 260900 shares are reserved, accounting for 26.09% of the total shares of this ESOP. After the ESOP is approved by the general meeting of shareholders of the company, the reserved part will be transferred to the special account of the ESOP together with the first grant part.
The reserved shares are temporarily subscribed by the company’s employee Mr. Huang Wei, who does not enjoy the corresponding rights and interests of this part of the shares. The reserved part will be transferred to the special account of the employee stock ownership plan together with the first grant part. The distribution plan of future reserved shares shall be determined by the management committee authorized by the board of directors in one time or in batches during the duration.
6、 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 a single employee shall not exceed 1% of the total share capital of the company. The total number of underlying 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 price of shares repurchased by the transferee company of 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.
8、 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 deliberated and approved by the general meeting of shareholders of the company and the company announces the transfer of the last subject stock to the name of the employee stock ownership plan. The lock up period of the acquired underlying stock is 12 months, and the unlocking time point is 12 months from the date when the company announces the last transfer of the underlying stock to the name of the employee stock ownership plan. After the expiration of the lock up period, all the shares will be unlocked at one time. The employee stock ownership plan will terminate automatically after the expiration of its duration. It can also be extended before the expiration of its duration. 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.
9、 The participants involved in the employee stock ownership plan are the actual controllers, directors (excluding independent directors), supervisors and senior managers of the company, who are related to the plan. The holders of the actual controllers, directors, supervisors and senior managers of the company participating in the employee stock ownership plan voluntarily give up their voting rights of the company’s shares held through the plan, only retain the dividend rights and investment income rights of such shares, voluntarily give up their proposal rights and voting rights at the holders’ meeting, and have promised not to hold any position on the Management Committee of the plan. The ESOP does not constitute a concerted action relationship with the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
10、 During the duration, the employee stock ownership plan shall be managed by the company itself. The plan establishes a management committee, which is responsible for the daily management of the ESOP, the exercise of voting rights on behalf of the plan and the disposal of rights and interests.
11、 Before implementing the employee stock ownership plan, the company has solicited employees’ opinions through the employee congress. The shareholders’ meeting can be held after the shareholders’ meeting is approved and the notice of the company’s shareholders’ meeting can be issued. 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.
12、 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 that employees need to pay due to their participation in the employee stock ownership plan shall be borne by the employees themselves.
13、 The implementation of the employee stock ownership plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 risk warning 2 special tips 3 chapter I interpretation Chapter II purpose and basic principles of employee stock ownership plan Chapter III determination basis and scope of ESOP holders 9 Chapter IV capital, stock source, scale and purchase price of employee stock ownership plan Chapter V Duration and lock up period of employee stock ownership plan Chapter VI management mode of employee stock ownership plan Chapter VII asset composition and equity distribution of employee stock ownership plan Chapter VIII change and termination of employee stock ownership plan and disposal of holder’s rights and interests Chapter IX Rights and obligations of the company and its holders Chapter X relationship between ESOPs and concerted action Chapter XI procedures for implementing employee stock ownership plan 34 Chapter XII other important matters thirty-five
interpretation
In the draft plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Interpretation item interpretation content
Kingsignal Technology Co.Ltd(300252) , the company, the company, refers to Kingsignal Technology Co.Ltd(300252) municipal company
This employee stock ownership plan and this stock ownership plan refer to 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 employee stock ownership plan
I. this plan
Draft employee stock ownership plan and this plan refer to 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 draft employee stock ownership plan (Draft)
The holder indicates the employees of the company who participate in the employee stock ownership plan
Holder’s meeting refers to the meeting of holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
The underlying stock refers to Kingsignal Technology Co.Ltd(300252) A-share common stock transferred and held by the employee stock ownership plan through legal means
Measures for the administration of employee stock ownership plan refers to the measures for the administration of employee stock ownership plan in 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022
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
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
The guidelines for the standardized operation of gem refers to the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – the standardized operation of companies listed on GEM
The articles of association refers to the Kingsignal Technology Co.Ltd(300252) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: any discrepancy between the total amount and the mantissa of the sum of the sub item values in this plan is caused by rounding.
Chapter I purpose and basic principles of employee stock ownership plan
1、 Purpose of employee stock ownership plan
The company has formulated the draft plan in accordance with the provisions of the company law, the securities law, the guiding opinions, the guidelines for the standardized operation of the gem 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 the ESOP. The implementation of the ESOP aims to establish and improve the benefit sharing mechanism between workers and owners, improve the level of corporate governance, improve the cohesion and competitiveness of employees, mobilize the enthusiasm and creativity of employees, and promote the long-term, sustainable and healthy development of the company.
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 truly, accurately, completely and timely performs the obligation of information disclosure. 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.
Chapter II determination basis and scope of ESOP holders
1、 Determination basis of ESOP holders
(I) legal basis for the determination of 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, the same below) within the duration of the employee stock ownership plan.
(II) 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.
2、 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.
3、 Verification of ESOP holders
The law firm hired by the company issues legal opinions on whether the qualifications of the participants comply with relevant laws and regulations, the articles of association and the draft plan.
4、 List of holders and share distribution of the employee stock ownership plan
