Actively Promote ESOP Business Refinement Letter Request

In order to implement the guiding opinions of the China Securities Regulatory Commission on the pilot implementation of employee stock ownership plans for listed companies (hereinafter referred to as the "guiding opinions"), we actively promote and guide listed companies to implement the employee stock ownership plan effectively and standardize the information disclosure business of listed companies and related main bodies, and the Shenzhen Stock Exchange recently issued the "memorandum of information disclosure of Employee Stock Ownership Plan" (hereinafter referred to as the memorandum).

The memorandum, adhering to the idea of deregulation, strengthening supervision and convenient operation, combined with the employee stock ownership plan launched by Shenzhen listed companies, further refined the information disclosure requirements of various stages such as the planning, deliberation and implementation of ESOP based on the guiding principles and key requirements.

The main contents and characteristics are reflected in the following aspects:

First, it clarified the requirements of the similar scheme of ESOP.

The memorandum not only applies to the employee stock ownership plan stipulated in the guiding opinions, but also applies to similar practices implemented by other listed companies, Dong Jiangao or other employees, through the establishment of asset management plans, trust schemes and other forms.

Plan.

The two is to strengthen the inside story.

Instructions for operation.

The memorandum directs listed companies to strengthen internal information management by issuing suggestive announcements or applying for stock suspension, so as to prevent early leakage of relevant insider information and protect the interests of small and medium-sized investors. At the same time, the disclosure contents of suggestive announcements are standardized, and the listed companies are guided to disclose the risk of insider information through phased information disclosure.

Three, we have refined the disclosure requirements of the draft plan and subsequent major changes.

The memorandum focuses on improving the pparency of information disclosure of ESOP in the following two aspects: first, it further refines the disclosure requirements of the draft employee stock ownership plan, including the arrangement of the lockup period, the continuation of the expiration of the duration of the retention period, the participation of Dong Jiangao and ordinary employees in classified disclosure, and the independent management mode.

The two is to increase the temporary information disclosure requirements during the duration of ESOP, which has significant impact on the plan, including the change of employee stock ownership plan, early termination, and third people's claim on stock and capital of ESOP.

Four, it is clear that lawyers should be responsible for the regulatory compliance.

On the basis of the "guidance", the memorandum has refined the disclosure requirements for legal submissions, and requested legal opinions to make comments on the legality of the participants, sources of funding, sources of stock, time limit and scale, and management mode of the ESOP, and urged lawyers to conscientiously carry out the responsibility of compliance checks, so as to ensure compliance and effective implementation of ESOP.