Pengxin International Mining Co.Ltd(600490)
Management measures for phase II employee stock ownership plan
Chapter I General Provisions
Article 1 in order to regulate the implementation of the second phase of Pengxin International Mining Co.Ltd(600490) (hereinafter referred to as ” Pengxin International Mining Co.Ltd(600490) ” or “the company”) (hereinafter referred to as “the employee stock ownership plan” or “the plan”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The provisions of relevant laws, administrative regulations, rules, normative documents and the articles of association, such as the guiding opinions on the pilot implementation of employee stock ownership plans by listed companies (hereinafter referred to as the “guiding opinions”), the guidelines for self regulatory supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation (hereinafter referred to as the “guidelines for self regulatory supervision”), etc, The management measures are hereby formulated.
Chapter II Formulation of employee stock ownership plan
Article 2 basic principles of employee stock ownership plan
(I) principle of legal compliance
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
Article 3 procedures for implementing employee stock ownership plan
1. Before implementing the employee stock ownership plan, the company shall fully solicit the opinions of employees through the employee congress and other organizations.
2. The board of directors is responsible for drafting the draft employee stock ownership plan.
3. The board of directors deliberated and approved the draft plan. The independent directors and the board of supervisors shall express their opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether there are ways to force employees to participate in the employee stock ownership plan, such as apportionment and forced distribution.
4. When the board of directors deliberates the ESOP, the directors associated with the ESOP shall withdraw from voting. The board of directors shall announce the resolution of the board of directors, the draft employee stock ownership plan and its summary, the opinions of independent directors, the opinions of the board of supervisors, etc. within 2 trading days after considering and adopting the draft plan.
5. The company applies for a law firm to issue a legal opinion on the ESOP and announce the legal opinion before the shareholders’ meeting on the review of the ESOP.
6. Convene a general meeting of shareholders to review the employee stock ownership plan. The general meeting of shareholders will adopt a combination of on-site voting and online voting, and the votes of small and medium-sized investors will be counted separately and disclosed publicly; If the ESOP involves relevant directors and shareholders, the relevant directors and shareholders shall avoid voting. The ESOP can be implemented after being approved by more than half of the effective voting rights attending the general meeting of shareholders.
7. Hold a meeting of the holders of the employee stock ownership plan, elect members of the management committee, and clarify the specific matters of the implementation of the employee stock ownership plan.
8. The company shall timely disclose the time, quantity and other information of obtaining the underlying shares within 2 trading days after completing the purchase of the underlying shares or transferring the underlying shares to the name of the employee stock ownership plan.
9. Other procedures required by the CSRC and the stock exchange.
Article 4 shareholding objects of employee stock ownership plan
(I) determination basis of shareholding object
The shareholding object of the ESOP is determined in accordance with the company law, securities law, guiding opinions, other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company. (II) scope of holding objects
The participants of the ESOP must sign labor contracts or employment contracts with the company or its subsidiaries during the duration of the ESOP. The objects participating in the ESOP include:
Directors of the company (excluding independent directors), senior managers of the company or its subsidiaries, middle managers and key personnel of departments recognized by the company.
The total number of shareholding objects involved in the initial establishment of the employee stock ownership plan shall not exceed 27 (excluding reserved shares), and the specific number of participants shall be determined according to the actual contributions of employees. The number of underlying shares corresponding to the employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company.
Article 5 capital source and stock source of employee stock ownership plan
(I) source of funds
The capital 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 upper limit of the total funds to be raised by the employee stock ownership plan is 33.0924 million yuan. The employee stock ownership plan takes shares as the holding unit, and each share corresponds to one underlying share. The total number of shares subscribed by directors and senior managers involved in the initial establishment does not exceed 4.5 million, accounting for 27.20% of the total shares subscribed for in the employee stock ownership plan; The total number of shares subscribed by other qualified employees shall not exceed 7.4 million, accounting for 44.72% of the subscription of the employee stock ownership plan. The specific share shall be determined according to the actual contribution amount.
The employee stock ownership plan has reserved shares, which are transferred during the duration of the employee stock ownership plan. The upper limit of the total capital is 9.2924 million yuan. It is proposed to hold 4.6462 million shares of the company, accounting for 28.08% of the subscription of the employee stock ownership plan. The transfer price of the reserved part is determined by the management committee.
Name and position number of subscribed shares the proportion of subscribed shares in the total subscribed shares of the employee stock ownership plan (10000 copies)
Chairman Wang Jinding 150.07%
Chu Yuejiang executive deputy general manager 100.00 6.04%
Chen Guohua, vice president and chief economist 100.00 6.04%
Li Xuecai, chief financial officer 100.00 6.04%
Senior managers and middle managers of the company or its subsidiaries
Management personnel and key personnel of the department recognized by the company 740.00 44.72%
(no more than 23 persons)
Reserved part 464.62 28.08%
Total 1654.62 100.00%
Note: the final subscription amount of the ESOP is subject to the actual contribution of the participants.
In order to meet the needs of the company’s sustainable development and continuously attract and retain talents, the employee stock ownership plan sets a reserved share. The reserved share is temporarily invested and subscribed by Zhu Xiaowei, the core employee of the company. Before being granted, the reserved share does not have the voting rights related to the holder and is not included in the base of the exercisable voting shares. According to the actual situation, during the duration of the employee stock ownership plan, the company will allocate the reserved shares to qualified employees after being reviewed and approved by the management committee. The subscription price shall be determined by the management committee and shall not be lower than the subscription price of the first subscription object in principle. If the duration of the employee stock ownership plan expires and no qualified employees subscribe for the reserved shares or the reserved shares are not fully distributed (hereinafter referred to as “remaining reserved shares”), the Management Committee of the employee stock ownership plan shall decide on the disposal of the remaining reserved shares in accordance with the methods allowed by laws and regulations.
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 interests obtained by any holder shall not exceed 1% of the total share capital of the company.
If the holder fails to pay his subscription funds in full and on time, it shall be deemed that he has automatically waived the corresponding subscription rights, and the shares he has abandoned shall be applied for subscription by other qualified employees or included in the reserved shares. If the applied subscription shares are more than the abandoned subscription shares, the management committee shall determine the subscription candidates and shares.
(II) stock source
According to the proposal on the company’s share repurchase plan deliberated and adopted at the 39th meeting of the sixth board of directors and the fourth extraordinary general meeting of shareholders in 2018 held on November 26, 2018 and December 13, 2018 respectively, the company plans to repurchase the company’s shares from the secondary market by means of centralized bidding or other laws and regulations, all of which will be 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). See the relevant announcements disclosed on November 28, 2018, December 14, 2018, December 21, 2018, 2019 and China Securities Journal and Shanghai Securities Journal for the specific contents of the above matters.
Article 6 duration, lock-in period and performance evaluation of employee stock ownership plan
(I) duration
1. 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 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 employee stock ownership plan. If the employee stock ownership plan is not extended at the expiration of its duration, it will be terminated automatically.
2. After the lock-in period of the employee stock ownership plan expires, the employee stock ownership plan can be terminated in advance when all the shares held by the employee stock ownership plan are sold or transferred out and all the assets are monetary funds (if any) and have been liquidated and distributed.
3. Before the expiration of the duration of the employee stock ownership plan, if all the company’s shares held have not been sold or transferred to the share holders of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after more than 2 / 3 (including) shares held by the holders attending the holder meeting are agreed and submitted to the board of directors for deliberation and approval. 4. If the company’s shares held by the employee stock ownership plan cannot be sold or transferred out before the expiration of the upper limit of the duration due to the suspension of trading of the company’s shares or the information sensitive period, the duration of the employee stock ownership plan can be extended after more than 2 / 3 (inclusive) shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
(II) lock up period
1. The underlying shares obtained by the employee stock ownership plan through non trading transfer and other ways permitted by laws and regulations, From the date when the draft of the company’s shareholding plan and the results of the company’s performance appraisal for the next three months after the company’s share ownership plan are reviewed and approved by the shareholders of the previous year, and the individual shareholding plan is based on the results of the company’s performance appraisal for the next three months. The details are as follows:
The time point of the first batch of unlocking: the number of unlocked shares is 30% of the total implementation of the employee stock ownership plan within 12 months from the date when the draft of the stock ownership plan is considered and approved by the general meeting of shareholders of the company and the company announces the last transfer of the subject shares to the name of the employee stock ownership plan.
The second batch of unlocking time point: the number of unlocked shares is 30% of the total implementation of the employee stock ownership plan within 24 months from the date when the draft of the stock ownership plan is considered and approved by the general meeting of shareholders of the company and the company announces the last transfer of the subject shares to the name of the employee stock ownership plan.
The third batch of unlocking time point: the number of unlocked shares is 40% of the total number of the implementation of the employee stock ownership plan after 36 months from the date when the draft of the stock ownership plan is considered and approved by the general meeting of shareholders of the company and the company announces the last transfer of the subject shares to the name of the employee stock ownership plan.
The underlying shares obtained by the shareholding plan, the shares derived from the distribution of stock dividends and the conversion of capital reserves by the listed company and the cash dividends obtained from holding shares of the company shall also comply with the above share locking arrangements.
2. The relevant entities of the shareholding plan must strictly abide by the market trading rules and the provisions that the company’s shares shall not be traded during the information sensitive period. All parties shall not use the shareholding plan to engage in securities fraud such as insider trading and market manipulation.
The above sensitive period refers to:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the stock exchange.
(III) performance appraisal
In the accounting year from 2022 to 2024, the employee stock ownership plan will assess the company’s performance indicators and individual performance indicators annually to determine the final share and proportion of the plan to which each holder belongs. The annual performance assessment objectives are as follows:
1. Company level assessment
Performance appraisal objectives in unlocking period
The first unlocking period shall meet the following two conditions at the same time:
1. The net profit of the company in 2022 shall not be less than 200 million yuan;
2. The copper output of the company in 2022 shall not be less than 40000 tons, or the annuity output of the company in 2022 shall not be less than 1.00 tons;
3. The company’s ecological restoration project in 2022
