Jiangsu Akcome Science And Technology Co.Ltd(002610)
Management measures for phase I employee stock ownership plan
Chapter I General Provisions
Article 1 in order to regulate the implementation and management of the first phase of Jiangsu Akcome Science And Technology Co.Ltd(002610) (hereinafter referred to as “the company” or ” Jiangsu Akcome Science And Technology Co.Ltd(002610) “) (hereinafter referred to as “the current phase of Employee Stock Ownership Plan”), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidance 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 articles of association of Jiangsu Akcome Science And Technology Co.Ltd(002610) and the first phase of Jiangsu Akcome Science And Technology Co.Ltd(002610) employee stock ownership plan (Draft), the administrative measures for the first phase of Jiangsu Akcome Science And Technology Co.Ltd(002610) employee stock ownership plan (hereinafter referred to as “the measures”) are hereby formulated.
Chapter II Formulation of employee stock ownership plan
Article 2 purpose of 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.
Article 3 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 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.
Article 4 participants and determination criteria of 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.
Article 5 capital source and stock source of employee stock ownership plan
(I) capital source of current employee stock ownership plan
The capital sources of the current 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.
(II) stock source of current employee stock ownership plan
The stock source of this ESOP is Jiangsu Akcome Science And Technology Co.Ltd(002610) a ordinary shares 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 repurchasing shares 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. 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).
(III) stock purchase price of current employee stock ownership plan
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.
(IV) scale of underlying shares involved in the current employee stock ownership plan
When the ESOP is proposed to be established, the total capital shall not exceed RMB 42.8474 million, and the corresponding number of shares shall not exceed 19836760 shares, accounting for 0.44% of the current total share capital of the company. The specific number of shares held by the employee stock ownership plan is determined by the actual contribution of employees. After implementation, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of underlying shares corresponding to the share of the employee stock ownership plan held by any holder 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 employees before the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
Article 6 distribution of holders of employee stock ownership plan
The number of holders of the first phase of the employee stock ownership plan shall not exceed 9, including 2 directors (excluding independent directors), supervisors and senior managers, and the number of underlying shares purchased shall not exceed 10% of the total share capital of the company. The names and subscription shares of the participants in the employee stock ownership plan are as follows. The final participants and subscription shares are determined according to the actual contributions:
Name and position the number of shares to be subscribed accounts for the subscription share of the employee stock ownership plan
(10000 shares) proportion of total shares (%) (10000 shares)
Zou Chenghui, chairman and President 1782.60 89.86% 3850.42
Ding Huihua supervisor 46.30 2.33% 100.00
Other personnel (no more than 7 persons) 154.78 7.80% 334.32
Total (no more than 9 persons) 1983.68 100% 4284.74
Note: the shares of the stock ownership plan finally subscribed by the employees in this period shall be subject to the actual contribution of the participants.
If the holder fails to pay the subscription funds in full and on time, it shall be deemed to have automatically waived the subscription right. The board of directors of the company may adjust the list of participants and their subscription shares according to the actual contributions of employees. The final number of participants, the list and the shares subscribed for the current employee share holding plan shall be determined by the actual contributions of employees. Article 7 duration, lock-in period and performance appraisal setting of employee stock ownership plan
(I) duration of the current employee stock ownership plan
1. The duration of the plan is 60 months, which is calculated from the date when the draft plan is considered and approved by the general meeting of shareholders and the company announces the last transfer of the underlying shares to the name of the plan. The current employee stock ownership plan will terminate automatically if it is not extended at the expiration of its duration.
2. After the lock-in period of the current employee stock ownership plan expires, the current employee stock ownership plan can be terminated in advance after all the shares held by the employee stock ownership plan are transferred out and all the monetary assets (if any) under the employee stock ownership plan have been liquidated and distributed.
3. Within 2 months before the expiration of the duration of the plan, the duration of the current ESOP can be extended after more than 1 / 2 of the 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 plan 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 employee stock ownership plan can be extended after the consent of more than 1 / 2 of the shares held by the holders attending the shareholders’ meeting and the deliberation and approval of the company’s board of directors.
(II) lock up period and unlocking arrangement of the underlying shares involved in the current employee stock ownership plan
1. The subject shares obtained by the employee stock ownership plan are unlocked in four phases. The unlocking time points are 12 months, 24 months, 36 months and 48 months from the date when the company announces the last transfer of the subject shares to the name of the employee stock ownership plan. The proportion of the subject shares unlocked in each phase is 25%, 25%, 25% and 25% respectively, as follows:
The time point of the first batch of unlocking: 12 months from the date when the company announced the last transfer of the subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 10% of the total number of the subject stock held in the employee stock ownership plan
The second batch of unlocking time point: 24 months from the date when the company announced the last transfer of the subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 25% of the total number of the subject stock held in the employee stock ownership plan.
The third batch of unlocking time point: it is 36 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 25% of the total subject stock held in the employee stock ownership plan.
The time point of the fourth batch of unlocking: it is 48 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 25% of the total subject stock held in the employee stock ownership plan.
2. During the lock-in period, when the company converts its capital reserve into share capital and distributes stock dividends, the newly acquired shares due to holding the company’s shares will be locked together, and the lock-in period of these shares is the same as that of the corresponding shares. 3. During the lock-in period and duration, the ESOP will strictly abide by the market trading rules and the regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on not buying and selling stocks in information sensitive period.
(III) performance evaluation of the current employee stock ownership plan
The company sets the company’s annual assessment objectives according to the medium and long-term strategic development objectives and the current year’s business objectives, and decomposes them to each department and post level by level.
Individual performance appraisal grades are divided into five grades: 1, 2 +, 2, 3 and 4. The corresponding proportion between each appraisal grade and the actual unlocked share of employee stock ownership is as follows:
Actual unlocked share of assessment grade
1/2+/2 100%
3/4 0
Note: factors such as the achievement of strategic tasks will be considered in the evaluation of the individual annual assessment level of the incentive object. If the incentive object violates the red line, the individual annual assessment level will be 3 or 4.
Incentive objects with an assessment level of “1 / 2 + / 2” can unlock their shares in accordance with the relevant provisions of the employee stock ownership plan. All or part of the unlocked shares of incentive objects with an assessment level of “3 / 4” shall be recovered by the management committee according to the original capital contribution.
Chapter III Management of employee stock ownership plan
Article 8 management mode of employee stock ownership plan
The current employee stock ownership plan is managed by the company itself. The internal top management authority of the current employee stock ownership plan is the holder meeting. A management committee is set up for the current employee stock ownership plan as the management Party of the current employee stock ownership plan, which is responsible for opening relevant accounts of the current employee stock ownership plan, daily management of the current employee stock ownership plan, exercising shareholder rights on behalf of the current employee stock ownership plan and other specific work. The board of directors of the company is responsible for drafting and revising the draft of the current employee stock ownership plan, and handling other relevant matters of the current employee stock ownership plan within the scope authorized by the general meeting of shareholders. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the holders of the current employee stock ownership plan.
Article 9 shareholders’ meeting of employee stock ownership plan
The company’s employees become the holders of the current employee stock ownership plan after subscribing for the shares of the current employee stock ownership plan. The holder meeting is the internal top management authority of the current employee stock ownership plan. All holders have the right to attend the holders’ meeting. The holder may attend and vote at the holders’ meeting in person, or entrust other holders as agents to attend and vote on his behalf. The travel expenses, board and lodging expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder.
(I) deliberation contents of the shareholders’ meeting
1. To elect and recall members of the Management Committee;
2. The change, termination and extension of the duration of the current employee stock ownership plan;
3. During the duration of the current employee stock ownership plan, when the company finances by means of share allotment, additional issuance and convertible bonds, the management committee shall submit it to the holders’ meeting to consider whether to participate and the capital solution;
4. Review and revise the measures for the administration of employee stock ownership plans;
5. Authorize the management committee to open and manage the securities account, capital account and other relevant accounts of the current employee stock ownership plan;
6. Authorized management committee
