Securities code: 300134 securities abbreviation: Anhui Tatfook Technology Co.Ltd(300134) Anhui Tatfook Technology Co.Ltd(300134) (Anhui) Co., Ltd. 2022 measures for the administration of employee stock ownership plan
January 2002
Chapter I General Provisions
Article 1 in order to regulate the implementation of the employee stock ownership plan (hereinafter referred to as "the employee stock ownership plan", "Stock Ownership Plan" or "the plan") of Anhui Tatfook Technology Co.Ltd(300134) (Anhui) Co., Ltd. (hereinafter referred to as "the company") in 2022, according to the company law of the people's Republic of China (hereinafter referred to as "the company law") Securities Law of the people's Republic of China (hereinafter referred to as the "Securities Law"), guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the "guidance") Relevant laws, administrative regulations, rules and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM (hereinafter referred to as the "guidelines for standardized operation of gem") and the articles of association of Anhui Tatfook Technology Co.Ltd(300134) (Anhui) Co., Ltd. (hereinafter referred to as the "articles of association") According to the provisions of the 2022 employee stock ownership plan (Draft) of Anhui Tatfook Technology Co.Ltd(300134) (Anhui) Co., Ltd. (hereinafter referred to as the "draft employee stock ownership plan" or the "draft plan"), the administrative measures for the 2022 employee stock ownership plan of Anhui Tatfook Technology Co.Ltd(300134) (Anhui) Co., Ltd. (hereinafter referred to as the "administrative measures") are hereby formulated.
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) the board of directors shall review the draft of the employee stock ownership plan, and the independent directors shall express their 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 they solicit the opinions of employees before the plan is launched, 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 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 reviews the ESOP, the directors associated with the ESOP shall withdraw from voting. The board of directors shall announce the resolution 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 deliberation and 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 labor contracts with the company or its subsidiaries and branches 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 key 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 some directors (excluding independent directors), supervisors, senior managers, core managers, core technical (business) personnel and other key personnel of the company, with a total of no more than 280.
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 30853836 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 Anhui Tatfook Technology Co.Ltd(300134) a ordinary shares repurchased by the company's special securities account.
The company held the 17th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors on January 20, 2021, deliberated and adopted the proposal on share repurchase scheme of the company, and disclosed the repurchase report (Announcement No.: 2021-008) on January 25, 2021.
As of January 20, 2022, the company has repurchased 6592700 shares of the company through the special securities account for stock repurchase through centralized bidding transaction, accounting for 0.86% of the total share capital of the company. The maximum transaction price is 10.23 yuan / share, the minimum transaction price is 8.74 yuan / share, and the total amount paid is 61645146.88 yuan (excluding transaction costs), The company's share repurchase has been completed.
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 under the employee stock ownership plan is 4.68 yuan / share, which is not less than 50% of the average price of shares repurchased by the company (9.35 yuan / share).
During the period from the announcement date of the resolution of the board of directors to 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. (II) determination method of purchase price
The purchase price and determination method of the employee stock ownership plan are determined with the fundamental purpose of promoting the long-term development of the company and safeguarding shareholders' rights and interests, based on the recognition of the confidence and internal value of the company's future development prospects, and taking into account the reasonable incentive to the participants at a reasonable cost.
The income of the holder depends on the achievement of future performance appraisal and the growth of market value. The interests of employees are consistent with the interests of shareholders and achieve long-term and deep binding. The implementation of this plan is conducive to stabilizing and motivating the team, so as to promote the sustainable and stable development of the company's performance. On the basis of complying with relevant laws, regulations and normative documents, the employee stock ownership plan comprehensively considers the current talent competition faced by the company, the cost of implementing the employee stock ownership plan and the willingness of the core team to participate. The plan obtains the company's shares through non transaction transfer, and the purchase price is no less than 50% of the average share repurchase price of the company. This pricing method will improve the enthusiasm of employees to participate in the employee stock ownership plan. At the same time, the company has also set the performance evaluation objectives and phased unlocking mechanism of holders, reflecting the requirements of equal incentives and constraints; The incentive mechanism inherent in the shareholding plan will have a positive impact on the company's sustainable operation ability and shareholders' rights and interests, and there is no case that damages the interests of listed companies and all shareholders. Article 8 duration, lock-in period and assessment setting of employee stock ownership plan
(I) duration of employee stock ownership plan
1. The duration of the employee stock ownership plan is 48 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, 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 holders' 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, the duration of the employee stock ownership plan can be extended after more than 2 / 3 shares held by the holders attending the shareholders' meeting are agreed and submitted to the board of directors for deliberation and approval.
4. If the company's shares held by the 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 the ESOP can be extended after more than 2 / 3 of the shares held by the holders attending the 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 subject shares obtained by the employee stock ownership plan through non trading transfer and other methods permitted by laws and regulations will be unlocked in three phases 12 months after the employee stock ownership plan is considered and approved by the company's general meeting and the company announces the transfer of the subject shares to the name of the current employee stock ownership plan, as follows:
Unlocking schedule unlocking time unlocking proportion
The first batch of unlocking time point is from the last transfer of the subject stock announced by the company to 40% of the employee stock ownership plan
12 months from the date of signing the name
The second batch of unlocking time point is from the last transfer of the subject stock announced by the company to 30% of the employee stock ownership plan
24 months from the date of signing the name
The third batch of unlocking time point is from the last transfer of the subject stock announced by the company to 30% of the employee stock ownership plan
36 months from the date of his name
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 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.
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.
(III) performance appraisal of employee stock ownership plan
The subject shares granted to the holders will be unlocked in batches according to the performance evaluation results of the holders from 2022 to 2024 after 12 months, 24 months and 36 months from the date when the draft employee stock ownership plan is deliberated and approved by the general meeting of the company and the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, And collect the corresponding cash in the special account for employee stock ownership plan
