Chapter 1 General Principles
Article 1
To standardize the implementation of the 2024 Employee Stock Ownership Plan (hereinafter referred to as "ESOP") of Guangdong Dongfang Precision Technology Co., Ltd. (hereinafter referred to as "Dongfang Precision" or "the Company"), these management measures are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Listing Rules of the Shenzhen Stock Exchange (hereinafter referred to as "the Listing Rules"), the Guidance on Pilot Implementation of Employee Stock Ownership Plans by Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as "the Guidance"), and the Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies (hereinafter referred to as "Self-Regulatory Guidelines No. 1"), as well as other relevant laws, administrative regulations, rules, normative documents, and the Articles of Association of the Company, and the draft of the 2024 Employee Stock Ownership Plan of Guangdong Dongfang Precision Technology Co., Ltd.
Chapter 2 Formulation of the Employee Stock Ownership Plan
Article 2 Basic Principles of the Employee Stock Ownership Plan
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Principle of Lawfulness and Compliance
The Company shall implement the ESOP strictly in accordance with the provisions of laws and administrative regulations, fulfilling procedures and disclosing information truthfully, accurately, completely, and timely. No one shall use the ESOP for insider trading, market manipulation, or other securities fraud. -
Principle of Voluntary Participation
The implementation of the ESOP shall follow the principle of voluntary participation, where employees voluntarily choose to participate without coercion or forced allocation. -
Principle of Risk Bearing
Holders of the ESOP shall bear their own profits and losses, and the risks shall be borne by them, with equal rights to other investors.
Article 3 Criteria and Scope for Determining Holders of the Employee Stock Ownership Plan
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Criteria for Determining Holders
Holders of the ESOP shall be determined by the Company's Board of Directors based on the Company Law, Securities Law, Listing Rules, Guidance, Self-Regulatory Guidelines No. 1, and relevant provisions of the Articles of Association. Participation in the ESOP shall be based on lawful compliance, voluntary participation, and risk-bearing principles, with no forced participation. -
Scope of Holders
Holders of the ESOP must meet one of the following criteria:- Company directors or senior management;
- Core management personnel of the Company or its subsidiaries;
- Core business (technical) personnel of the Company or its subsidiaries.
All participants must be employed by the Company or its subsidiaries and have signed labor or employment contracts, with no legal or regulatory restrictions preventing them from becoming holders of the ESOP.
Article 4 Source and Scale of Target Stocks Involved in the Employee Stock Ownership Plan
The target stocks involved in the ESOP shall be sourced from the Company's repurchased shares held in a special account for repurchase. Within six months after the shareholders' meeting approves the ESOP, a dedicated account for the ESOP will be established to acquire the repurchased A-shares of the Company through non-trading transfers or other legally permitted methods, totaling no more than 21.33 million shares, accounting for 1.75% of the Company's current total equity. The final number of shares acquired will be determined based on actual circumstances. After the implementation of the ESOP, the total number of shares held by all valid employee stock ownership plans shall not exceed 10% of the Company's total equity, and the total number of shares corresponding to the equity of a single employee shall not exceed 1% of the Company's total equity (excluding shares obtained before the Company's initial public offering, shares purchased on the market, and shares obtained through equity incentives).