Chapter 1 General Principles
Article 1
To standardize the implementation of the second employee stock ownership plan (hereinafter referred to as "this employee stock ownership plan") of Pro Pharmaceutical Co., Ltd. (hereinafter referred to as "Pro Pharmaceutical" or "the Company"), these management measures are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Guidance on Pilot Implementation of Employee Stock Ownership Plans by Listed Companies (hereinafter referred to as "the Guidance"), and the Self-Regulatory Guidelines No. 1 for Listed Companies on the Shenzhen Stock Exchange (hereinafter referred to as "Self-Regulatory Guidelines No. 1"), as well as relevant laws, administrative regulations, normative documents, and the Articles of Association of Pro Pharmaceutical Co., Ltd. (hereinafter referred to as "the Articles of Association").
Chapter 2 Formulation of This Employee Stock Ownership Plan
Article 2
The purpose of this employee stock ownership plan is to establish and improve the mechanism for sharing interests between employees and shareholders, enhance corporate governance, improve employee cohesion and competitiveness, stimulate employee enthusiasm and creativity, and promote the long-term, sustainable, and healthy development of the Company.
Article 3
The basic principles of this employee stock ownership plan are as follows:
- Legal Compliance Principle: The Company shall strictly follow the procedures stipulated by laws and administrative regulations in implementing this employee stock ownership plan and shall disclose information truthfully, accurately, completely, and timely. No one shall use this employee stock ownership plan for insider trading, market manipulation, or other securities fraud.
- Voluntary Participation Principle: Participation in this employee stock ownership plan is based on the Company's independent decision, and employees voluntarily participate without coercion or forced allocation.
- Risk Bearing Principle: Participants in this employee stock ownership plan bear their own profits and losses, and risks are shared equally with other investors.
Article 4
(1) Participants and Criteria
The participants of this employee stock ownership plan are determined based on the Company Law, Securities Law, Guidance, and relevant laws and regulations, as well as the Articles of Association. Participants must meet one of the following criteria:
- Senior management personnel;
- Core management personnel of CDMO;
- Technical backbone personnel of CDMO.
Except as otherwise stipulated in this employee stock ownership plan, all participants must sign a labor contract or employment contract with the Company during the duration of this employee stock ownership plan.
(2) Allocation of Holders
At the initial establishment of this employee stock ownership plan, the number of participants is expected to be no more than 23, including 1 senior management personnel. The subscription unit for this employee stock ownership plan is "shares," with each share valued at 1 yuan, and employees must subscribe for whole multiples of shares. The specific number of shares held by participants will be determined based on their actual contributions. The situation of participants and their intended shareholdings at the initial establishment is as follows:
| No. | Name | Position | Intended Maximum Shareholding (10,000 shares) | Corresponding Stock Quantity (10,000 shares) | Percentage of This Employee Stock Ownership Plan (%) |
|---|---|---|---|---|---|
| 1 | Cai Lei | Deputy General Manager, General Manager of CDMO Division | 446.00 | 50 | 13.05 |
| Total for Senior Management | 446.00 | 50 | 13.05 | ||
| Core Management and Technical Backbone Personnel of CDMO (up to 22 people) | 2,435.16 | 273 | 71.28 | ||
| Total for Initial Participants (up to 23 people) | 2,881.16 | 323 | 84.33 |