Chapter 1 General Principles
Article 1
To standardize the implementation of the 2026 Employee Stock Ownership Plan (hereinafter referred to as "the ESOP" or "this ESOP") of Hangzhou Guangli Microelectronics Co., Ltd. (hereinafter referred to as "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 Guidelines of the China Securities Regulatory Commission on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies (hereinafter referred to as "the Guidelines"), and the Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of Growth Enterprise Market Listed Companies (hereinafter referred to as "the Standardized Operations"), as well as relevant laws, administrative regulations, rules, normative documents, and the Company's Articles of Association.
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, and shall disclose information truthfully, accurately, completely, and timely. No one shall use the ESOP to engage in insider trading, market manipulation, or other securities fraud. -
Principle of Voluntary Participation
The implementation of the ESOP shall follow the Company's independent decision, and employees shall participate voluntarily. The Company shall not force employees to participate in the ESOP through allocation or compulsory distribution. -
Principle of Risk Bearing
Participants in 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 for Determining Holders of the Employee Stock Ownership Plan
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Legal Basis for Determining Participants
The Company determines the list of participants in the ESOP based on the relevant provisions of the Company Law, Securities Law, Guidelines, Standardized Operations, and in consideration of actual circumstances. All participants in the ESOP must have an employment relationship with the Company or its branches or subsidiaries. -
Criteria for Determining Participants
To enhance the Company's core competitiveness and promote long-term, sustainable, and healthy development, the Company has determined that the participants in the ESOP include directors (excluding independent directors), senior management, core management personnel, and key technical business backbones who have a direct impact on the Company's overall performance and sustainable development. Eligible employees shall participate in the ESOP in accordance with the principles of lawfulness and compliance, voluntary participation, and risk-bearing. -
Scope of Holders of the Employee Stock Ownership Plan
The total number of shares held under the ESOP shall not exceed 376,126 shares, accounting for 0.19% of the Company's total equity, with total funding not exceeding 16.7 million yuan. Shares shall be subscribed in whole numbers, and individual employees must subscribe for whole multiples of shares. 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 rights obtained by individual employees shall not exceed 1% of the Company's total equity. The shares held under the ESOP do not include shares obtained by employees before the Company's initial public offering, shares purchased on the secondary market, or shares obtained through equity incentives. The total number of employees participating in the ESOP from the Company (including branches and subsidiaries) shall not exceed 340, including 3 directors (excluding independent directors). The Company's board of directors may adjust the list of employees participating in the ESOP and the distribution based on changes in employees.