SDG Group Private Fund Management Regulations(SDG-002)
1.Purpose
To clearly define the regulations for SDG Group employees and partners participating in private equity purchases of the Group and its affiliated companies, to safeguard the rights of participants, and to ensure that this system is legal, compliant, and executable, these management regulations are hereby established.
2.Scope
These regulations apply to equity of SDG Group companies that has not yet been publicly issued or listed, and pertains to internal private placement equity transactions.
3.Applicable Participants
These regulations apply to the following types of affiliated persons within the Group. Participation in equity purchase or shareholding management is permitted only after internal review and in compliance with the relevant requirements:
4.Responsible Authorities
5.Equity Resale and Donation
6.Resale Price
The resale price of employee-held equity shall be calculated based on the weighted average price from the most recent internal stock market period prior to resignation, plus an annual interest of 5%, and shall be purchased by the Group or other internal shareholders. Cash dividends received during the holding period are considered personal income and will not be reclaimed, nor will resignation or the resale of equity affect the shareholder’s entitlements.
7.Exemption Provisions
If an employee becomes disabled due to an accident or health reasons, or passes away during employment, the employee or their legal heir may retain the equity and related rights without being required to resell.
8. Private Company Management
9.Revision of Regulations
Any amendments to these regulations shall take effect only after approval by resolution of the SDG Group meeting.
To clearly define the regulations for SDG Group employees and partners participating in private equity purchases of the Group and its affiliated companies, to safeguard the rights of participants, and to ensure that this system is legal, compliant, and executable, these management regulations are hereby established.
2.Scope
These regulations apply to equity of SDG Group companies that has not yet been publicly issued or listed, and pertains to internal private placement equity transactions.
3.Applicable Participants
These regulations apply to the following types of affiliated persons within the Group. Participation in equity purchase or shareholding management is permitted only after internal review and in compliance with the relevant requirements:
3.1 | Current or former employees who acquire equity prior to public issuance, or those approved by the Board of Directors after evaluation. |
3.2 | Corporate shareholders who have already acquired equity. |
3.3 | Employees willing to donate equity to the MEAN WELL Foundation may become shareholders of the private fund (stock donations are not eligible for public welfare points). The private fund shall be managed and coordinated by the Foundation and trust mechanism in accordance with the donor’s Letter of Wish. |
4.Responsible Authorities
4.1 | Chief Sustainability Officer (CSO):Responsible for drafting, revising, and implementing these regulations, and for preparing amendments to be submitted to the SDG Group meeting for review. |
4.2 | Group Chairpersons/CEOs:Responsible for overseeing the implementation of these regulations, and hold approval authority over special employee equity retention or related applications. |
4.3 | Subsidiary General Managers/Executive Directors:Responsible for enforcing and promoting compliance with these regulations within their respective business units. |
5.Equity Resale and Donation
5.1 | Upon resignation, employees who have not reached the statutory retirement age may no longer purchase additional equity. Any equity they hold must be resold internally to the Group or to other existing shareholders. Regardless of whether the shares are held personally or corporately, exceptions may be granted with written approval from the Group Chairman (approval form LINK). If the Group Chairman changes, the new Chairman must re-sign the approval. |
5.2 | Employees who have reached retirement eligibility may voluntarily donate their equity to MEAN WELL Foundation or to local charitable organizations in support of public welfare activities, while retaining their shareholder proxy rights. |
6.Resale Price
The resale price of employee-held equity shall be calculated based on the weighted average price from the most recent internal stock market period prior to resignation, plus an annual interest of 5%, and shall be purchased by the Group or other internal shareholders. Cash dividends received during the holding period are considered personal income and will not be reclaimed, nor will resignation or the resale of equity affect the shareholder’s entitlements.
7.Exemption Provisions
If an employee becomes disabled due to an accident or health reasons, or passes away during employment, the employee or their legal heir may retain the equity and related rights without being required to resell.
8. Private Company Management
8.1 | These regulations apply to all companies joining the SDG Group that are not publicly listed or publicly issued. |
8.2 | Personnel and office space required for the initial establishment of private companies should be planned in accordance with the attached guidelines. (LINK) |
8.3 | For logistics or service needs between SDG Group companies arising from business operations, a 3% service fee shall apply to ensure operational efficiency and fairness across the Group. |
9.Revision of Regulations
Any amendments to these regulations shall take effect only after approval by resolution of the SDG Group meeting.