Securities abbreviation: Jiangsu Akcome Science And Technology Co.Ltd(002610) securities code: 002610
Jiangsu Akcome Science And Technology Co.Ltd(002610)
Phase I employee stock ownership plan
(Draft) summary
January 2002
Statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1. Jiangsu Akcome Science And Technology Co.Ltd(002610) (hereinafter referred to as “the company” or ” Jiangsu Akcome Science And Technology Co.Ltd(002610) “) the first phase of the employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan”) can be implemented only after being 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 subscription ratio 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
1、 The Jiangsu Akcome Science And Technology Co.Ltd(002610) phase I employee stock ownership plan (Draft) is prepared by the company in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules, normative documents and the provisions of the Jiangsu Akcome Science And Technology Co.Ltd(002610) articles of association.
2、 The employee stock ownership plan follows the principles of independent decision of the company, voluntary participation of employees and risk bearing, and there is no case of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
3、 The participants of the employee stock ownership plan are the company’s directors (excluding independent directors), supervisors, senior managers, middle and senior managers and business backbone personnel. The total number of employees to participate in the employee stock ownership plan shall not exceed 9, including 2 directors, supervisors and senior managers. The specific number of participants will be determined according to the actual contributions of employees.
4、 The capital source of the ESOP is the legal salary of employees, self raised funds and other ways allowed by laws and administrative regulations. The ESOP is established with its own funds, and the company will not provide advance, guarantee, loan and other financial assistance to the holders in any way.
5、 The stock source of the employee stock ownership plan is the shares repurchased by the company’s special account for repurchase. As of the announcement date of the draft employee stock ownership plan, the company has repurchased 5556800 shares of the company, accounting for 0.124% of the current total share capital of the company. The maximum transaction price is 5.93 yuan / share, the minimum transaction price is 5.10 yuan / share, and the total transaction amount is 29990529 yuan (excluding transaction expenses). The employee stock ownership plan will obtain the company’s shares held in the company’s special securities repurchase account through non trading transfer and other ways permitted by laws and regulations within 6 months after the deliberation and approval of the general meeting of shareholders, and the transfer price is 2.16 yuan / share. At present, there is still uncertainty about the purchase of the final underlying shares. The final number of shares held shall be subject to the actual implementation, and the company will make a timely disclosure and announcement.
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 shares held by the employee stock ownership plan 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 duration of the employee stock ownership plan is 60 months, calculated from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan.
8、 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 individual income tax to be paid by the holder due to the implementation of the employee stock ownership plan shall be borne by the holder himself.
9、 The holders of the employee stock ownership plan voluntarily give up the voting right of indirectly holding the company’s shares due to participating in the employee stock ownership plan, and only retain the dividend right and investment income right of these shares.
10、 Before implementing the ESOP, the company will solicit the opinions of employees through the employee congress. After the draft of the employee stock ownership plan is prepared and approved by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation, and the board of directors shall be authorized to implement it after being approved by the general meeting of shareholders. 11、 During the duration, the employee stock ownership plan shall be managed by the company itself. The ESOP has a management committee to exercise shareholders’ rights other than dividend rights and investment income rights on behalf of the ESOP, and carry out daily management of the ESOP.
12、 The shareholders’ meeting of the company to review the employee stock ownership plan will be conducted by combining on-site voting and online voting. The company will provide online voting platform to the shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system, and count and publicly disclose the votes of small and medium-sized investors separately, Shareholders can exercise their voting rights through the above system during online voting time.
13、 After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Declare that 2 risk tips 3 special tips 4 interpretation Chapter I General Provisions 8 Chapter II participants and determination criteria of this ESOP 9 Chapter III capital and stock sources of the employee stock ownership plan 10 Chapter IV Distribution of holders of this ESOP Chapter V Duration, lock-in period and performance appraisal setting of the employee stock ownership plan Chapter VI management mode of the employee stock ownership plan Chapter VII participation mode of current employee stock ownership plan during company financing Chapter VIII change and termination of the current employee stock ownership plan and disposal of the rights and interests of the holders Chapter IX asset composition, equity distribution and disposal of shares held after the expiration of the current employee stock ownership plan Chapter X procedures for implementing the current employee stock ownership plan 21 Chapter XI description of relationship between related parties and persons acting in concert 22 Chapter XII other important matters twenty-three
interpretation
In this employee stock ownership plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Interpretation item interpretation content
Jiangsu Akcome Science And Technology Co.Ltd(002610) . The company, the company and the listed company refer to Jiangsu Akcome Science And Technology Co.Ltd(002610)
This employee stock ownership plan refers to the first phase of Jiangsu Akcome Science And Technology Co.Ltd(002610) employee stock ownership plan
The employee stock ownership plan (Draft) refers to the Jiangsu Akcome Science And Technology Co.Ltd(002610) phase I employee stock ownership plan (Draft)
Holder refers to the employees of the company participating in the employee stock ownership plan
Holder’s meeting refers to the meeting of holders of the employee stock ownership plan
Management Committee refers to the Management Committee of the employee stock ownership plan
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Jiangsu Akcome Science And Technology Co.Ltd(002610) phase I employee stock ownership plan
Company law means 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 articles of association refers to the Jiangsu Akcome Science And Technology Co.Ltd(002610) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan, the legal currency unit of the people’s Republic of China
Note: 1. In this draft, if there is any difference in the mantissa between the sum of some total numbers and each detailed number, it is caused by rounding.
Chapter I General Provisions
The draft plan is formulated in accordance with the provisions of the company law, the securities law, the guiding opinions, other laws, regulations, normative documents and the articles of association and the principles of fairness, impartiality and openness.
1、 Purpose of the employee stock ownership plan
(I) strengthen confidence in development
Based on the confidence in the sustainable and stable development of the company in the future and the recognition of the company’s value, better promote the high-quality development of the company.
(II) establish sharing mechanism
Establish the benefit sharing mechanism between workers and owners, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company, so as to bring more efficient and lasting returns to shareholders.
(III) improve the incentive system
Based on the current critical period of the company’s business development, the implementation of the employee stock ownership plan is conducive to further deepen the company’s incentive system, fully mobilize the enthusiasm and creativity of employees, attract and retain excellent management talents and business backbone, and improve the cohesion of employees and the competitiveness of the company.
2、 Basic principles of the 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.
Chapter II participants and determination criteria of the employee stock ownership plan
The company has determined the list of participants of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation. The participants of the employee stock ownership plan are core managers, core technicians and core employees. All participants must sign labor contracts with the company or its holding subsidiaries within the validity of the employee stock ownership plan. Eligible employees shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. The total number of employees participating in the employee stock ownership plan shall not exceed 9, and the specific number of participants shall be determined according to the actual contribution of employees. The company employs lawyers to express clear opinions on whether the participants of the employee stock ownership plan, the source of funds and stocks, the term and scale, the management mode, etc. are legal and compliant, and whether the necessary review procedures are performed.
Chapter III capital and stock sources of the employee stock ownership plan
1、 Source of funds of the employee stock ownership plan
The fund sources of the employee stock ownership plan are the legal salary of employees, self raised funds and other methods permitted by laws and administrative regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the holder. The holder shall not accept loans or financing assistance from other enterprises with production and business dealings with the company.
2、 Source of underlying stock involved in the ESOP
The stock source of this ESOP is Jiangsu Akcome Science And Technology Co.Ltd(002610) A-share common stock repurchased by the company’s special account for repurchase.
The company held the 47th extraordinary meeting of the Fourth Board of directors, the 25th extraordinary meeting of the Fourth Board of supervisors and the sixth extraordinary general meeting of shareholders in 2021 on June 11, 2021, and deliberated and adopted the proposal on share repurchase scheme of the company, On June 15, 2021, it disclosed the announcement on the share repurchase scheme of the company (Announcement No.: 2021-101). The company held the 53rd interim meeting of the 4th board of directors and the 28th interim meeting of the 4th board of supervisors on September 13, 2021, deliberated and adopted the proposal on adjusting the share repurchase scheme, and disclosed the notice on adjusting the share repurchase scheme (Announcement No.: 2021-145) on September 14, 2021. The company disclosed the report on share repurchase of the company (Announcement No.: 2021-165) on October 16, 2021. On October 20, 2021, the company disclosed the announcement on initial repurchase of company shares (Announcement No.: 2021-167). As of the announcement date of the draft employee stock ownership plan, the company has repurchased 5556800 shares of the company, accounting for 0.124% of the current total share capital of the company, and the maximum transaction price is 5
