Securities abbreviation: Pengxin International Mining Co.Ltd(600490) securities code: 600490 Pengxin International Mining Co.Ltd(600490)
Phase II employee stock ownership plan (Draft)
February, 2002
Statement
The company and all directors guarantee that there are no false records, misleading statements or major omissions in the share holding plan and its summary, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Risk statement
(I) Pengxin International Mining Co.Ltd(600490) (hereinafter referred to as " Pengxin International Mining Co.Ltd(600490) " or "the company") the second phase of the employee stock ownership plan can be implemented only after being approved by the general meeting of shareholders of the company. There is uncertainty whether the employee stock ownership plan can be approved by the general meeting of shareholders of the company;
(II) the employee stock ownership plan will be managed by the company after its establishment, but there is uncertainty about whether it can reach the scale and objectives of the plan;
(III) the specific capital source, contribution amount and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed;
(IV) if the capital contribution of the participants is low, there is a risk that the ESOP will not be established; If the capital contribution of the participants is insufficient, there is a risk that the shareholding plan is lower than the expected scale;
(V) the stock price is affected by the company's operating performance, macroeconomic cycle, political and economic situation outside China, investor psychology and other complex factors. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it;
(VI) please make careful decisions and pay attention to investment risks.
hot tip
The abbreviations of words in this part are consistent with the "interpretation".
1、 The Pengxin International Mining Co.Ltd(600490) phase II employee stock ownership plan (Draft) (hereinafter referred to as "the employee stock ownership plan" or "the stock ownership plan") is the company's guidance on the pilot implementation of employee stock ownership plan by Listed Companies in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China The provisions of relevant laws, administrative regulations, rules, normative documents and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, etc.
2. The employee stock ownership plan follows the principles of legal compliance, voluntary participation and risk bearing, and there is no situation of compulsory employee participation in the stock ownership plan such as apportionment and forced distribution.
3. The objects participating in the employee stock ownership plan include: Directors of the company (excluding independent directors), senior managers and middle managers of the company or its subsidiaries and key personnel of departments recognized by the company (hereinafter referred to as "holders"). The total number of holders at the time of establishment of the employee stock ownership plan shall not exceed 27 (excluding reserved shares), The specific number and list of participants will be selected by the company and determined according to the actual contribution of employees.
4. The fund sources of the employee stock ownership plan are employees' legal salary, self raised funds and other ways allowed by laws and regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the holder.
The shareholding scale of the employee stock ownership plan does not exceed 16546200 shares, accounting for about 0.75% of the company's total share capital of 221287079 shares on the announcement date of the draft employee stock ownership plan. The maximum amount of funds to be raised is 33.0924 million yuan, and the specific share is determined according to the actual contribution amount.
5. The stock source of this ESOP is Pengxin International Mining Co.Ltd(600490) a ordinary shares repurchased by the company's special account for repurchase. After the ESOP is approved by the general meeting of shareholders of the company, the shares in the special securities account for repurchase will be transferred to the ESOP through non trading transfer and other ways permitted by laws and regulations.
The company held the 39th meeting of the sixth board of directors and the fourth extraordinary general meeting of shareholders in 2018 on November 26, 2018 and December 13, 2018 respectively. The company plans to buy back the company's shares from the secondary market through centralized bidding or other methods permitted by laws and regulations, all of which are used for the company's employee stock ownership plan. As of March 13, 2019, the company's share repurchase plan has been implemented. The specific situation is as follows: the cumulative number of shares repurchased by the company is 16546200, accounting for 0.78% of the total share capital of the company before repurchase. The highest transaction price is 4.74 yuan / share, the lowest transaction price is 4.53 yuan / share, and the average repurchase price is 4.66 yuan / share, The total amount of funds used is 77122848.26 yuan (excluding stamp duty, commission and other transaction expenses).
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share rights and interests obtained by a single employee shall not exceed 1% of the total share capital of the company. The total number of shares held in this shareholding plan does not include the shares obtained by employees before the company's initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive. There is still uncertainty about the final employee's subscription of the underlying shares, and the final number of shares held shall be subject to the actual implementation.
6. The purchase price of repurchased shares in the employee stock ownership plan is 2.00 yuan / share. The reserved shares will be transferred during the duration of the employee stock ownership plan, and the transfer price shall be determined by the management committee. In principle, it shall not be lower than the subscription price of the first grant object.
7. The employee stock ownership plan is managed by the company itself. The company establishes an employee stock ownership plan management committee as the management Party of the employee stock ownership plan to exercise shareholders' rights on behalf of the employee stock ownership plan. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the holders of the employee stock ownership plan. During the period of shareholding plan existence, the company can hire professional management committee to provide relevant services.
8. Duration and lock up period of the employee stock ownership plan: the duration of the employee stock ownership plan shall not exceed 48 months, which shall be calculated from the date when the draft of the stock ownership plan is reviewed and approved by the general meeting of shareholders and the company announces the transfer of the last subject stock to the name of the employee stock ownership plan. After the expiration of the duration, the employee stock ownership plan will be terminated, or it can be extended after the Management Committee of the employee stock ownership plan submits it to the board of directors for deliberation and approval.
The stock rights and interests held by the employee stock ownership plan shall be unlocked and distributed to the holders in three phases according to the achievement results of the company's performance objectives and individual performance appraisal results of the previous year 12 months after the company announces the transfer of the last subject stock to the name of the employee stock ownership plan. The proportion of the underlying stock equity unlocked by the holder in each phase is as follows: the first phase of unlocking can enjoy 30% of the underlying stock equity, the second phase of unlocking can enjoy 30% of the underlying stock equity, and the third phase of unlocking can enjoy 40% of the underlying stock equity; The reserved part is within the duration of the employee stock ownership plan
9. After the board of directors of the company reviews and approves the ESOP, the company will issue a notice of convening the general meeting of shareholders to review the ESOP, which can be implemented only after being approved by the general meeting of shareholders of the company.
The shareholders' meeting of the company to review the employee stock ownership plan will adopt the combination of on-site voting and online voting.
10. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
11. The financial and accounting treatment and tax and other issues of the company's implementation of the employee stock ownership plan shall be implemented in accordance with the relevant financial system, accounting standards and tax system. The relevant personal income tax paid by employees due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
12. The holder of this ESOP waives the voting right of indirectly holding the company's shares due to participating in this ESOP. The holders of the stock ownership plan include the company's directors (excluding independent directors), senior managers and middle managers of the company or its subsidiaries, and the backbone personnel of the department recognized by the company, with a total of no more than 27 (excluding reserved shares). The above personnel are related to the employee stock ownership plan. In addition to the above personnel, the stock ownership plan is related to the controlling shareholders There is no connection or concerted action relationship between the actual controller, other directors, supervisors and senior managers of the company.
Pengxin International Mining Co.Ltd(600490) phase II employee stock ownership plan (Draft)
catalogue
Declare that 2 special tips 4 catalog 7 interpretation 8 I. purpose of employee stock ownership plan 10 II. Basic principles of employee stock ownership plan 10 III. determination basis and scope of the object of the employee stock ownership plan IV. capital source, stock source, scale and purchase price of employee stock ownership plan 12 v. duration of employee stock ownership plan, lock-in period of underlying shares involved and performance evaluation 14 VI. participation mode of employee stock ownership plan during the company's financing during the duration 17 VII. Rights and obligations of the company and its holders 17 VIII. Change and termination of employee stock ownership plan and disposal of holder's rights and interests 19 IX. asset composition and equity distribution of employee stock ownership plan 22 X. management mode of employee stock ownership plan 23 Xi. Accounting treatment of employee stock ownership plan 28 XII. Procedures for implementing the employee stock ownership plan 29 XIII. Other important matters thirty
Pengxin International Mining Co.Ltd(600490) phase II employee stock ownership plan (Draft)
interpretation
Unless the context otherwise requires, the following abbreviations have the following meanings:
Pengxin International Mining Co.Ltd(600490) . The company and the company refer to Pengxin International Mining Co.Ltd(600490)
Employee stock ownership plan, this stock ownership plan
Refers to the Pengxin International Mining Co.Ltd(600490) second phase employee stock ownership plan
The draft employee stock ownership plan of the plan and the draft plan refer to the Pengxin International Mining Co.Ltd(600490) phase II employee stock ownership plan (Draft)
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Pengxin International Mining Co.Ltd(600490) phase II employee stock ownership plan
It is pointed out that the employees of the company participating in the employee stock ownership plan include the company's directors (excluding independent directors), senior managers, middle managers and key personnel of the department recognized by the company.
Holder's meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
Pengxin International Mining Co.Ltd(600490) shares and company shares refer to Pengxin International Mining Co.Ltd(600490) A shares of common stock
The underlying stock refers to the Pengxin International Mining Co.Ltd(600490) a ordinary shares purchased and held by this shareholding plan through legal means
From the date when the draft of the shareholding plan is deliberated and approved by the general meeting of shareholders of the company and the company announces the transfer of the last amount of shares subject to renewal to the name of the shareholding plan, to the date when all the shares of the company held by the shareholding plan are sold or transferred to the share holders of the shareholding plan, And the assets of the shareholding plan are liquidated and distributed in accordance with the provisions of the shareholding plan
The lock up period shall be calculated from the date when the draft shareholding plan is deliberated and approved by the general meeting of shareholders of the company and the company announces the transfer of the last subject stock to the name of the shareholding plan
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
Pengxin International Mining Co.Ltd(600490) phase II employee stock ownership plan (Draft)
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
The self regulatory guidelines refer to the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation
Articles of association means the Pengxin International Mining Co.Ltd(600490) articles of association
Interest on bank deposits in the same period refers to the interest calculated by the people's Bank of China at the time deposit interest rate of the corresponding term
In this paper, if the total number is inconsistent with the mantissa of the sum of each sub item value, it is caused by rounding.
Pengxin International Mining Co.Ltd(600490) phase II employee stock ownership plan (Draft)
1、 Purpose of employee stock ownership plan
According to the company
