Securities abbreviation: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) securities code: 002317 Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
2022 employee stock ownership plan (Draft)
February, 2002
Statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the ESOP and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1. The employee stock ownership plan can be implemented only after it is reviewed and 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.
2. The specific capital source, contribution proportion and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed.
3. If the employee’s subscription fund is low, there is a risk that the employee stock ownership plan cannot be established; If the subscription funds of employees are insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale.
4. The company will disclose relevant progress in the future according to the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1、 The employee stock ownership plan (Draft) of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 (hereinafter referred to as “Employee Stock Ownership Plan”) is Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as “the company”, “the company” and ” Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) “) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies 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 Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, shall be formulated and deliberated by the board of directors of the company.
2. The employee stock ownership plan follows the principles of compliance according to law, voluntary participation and risk bearing, and there is no forced employee participation in the employee stock ownership plan such as apportionment and forced distribution.
3. The participants of the employee stock ownership plan are directors (excluding independent directors), supervisors, senior managers, middle managers, core technology and business backbone of the company who play an important role and influence on the overall performance and medium and long-term development of the company. The total number of employees participating in the employee stock ownership plan is no more than 25, including directors (excluding independent directors), supervisors There are 9 senior managers, and the specific number of participants is determined according to the actual situation.
4. The fund sources of this ESOP are the legal salary of employees, self raised funds and other ways permitted by laws and administrative regulations. The company does not provide financial assistance such as advance, guarantee and loan to the holders in any way, nor does it have arrangements for a third party to provide rewards, subsidies, subsidies and other details for employees to participate in the stock ownership plan. 5. The scale of the employee stock ownership plan does not exceed 5.7 million shares, accounting for 0.70% of the current total share capital of the company. The purchase price of the company’s repurchased shares in the employee stock ownership plan is 5.58 yuan / share, and the upper limit of the total funds to be raised is 31.806 million yuan. The specific share is determined according to the actual contribution amount.
6. The stock source of the employee stock ownership plan is 5.7 million shares repurchased by the company from November 22, 2018 to August 6, 2021, accounting for 0.70% of the current total share capital of the company. The specific number of shares is determined by the actual contribution of employees. The total number of shares held by the employee stock ownership plan shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share of the employee stock ownership plan held by a single employee shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership 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.
7. The duration of the employee stock ownership plan is six years, starting from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan. The subject shares obtained by the employee stock ownership plan are unlocked in three phases. The unlocking time points are 12 months, 24 months and 36 months from the date when the company announces the last transfer of the subject shares to the name of the employee stock ownership plan. The proportion of the subject shares unlocked in each phase is 40%, 30% and 30% respectively, The specific unlocking proportion and quantity of each year shall be calculated and determined according to the performance indicators of the company and the assessment results of the holders.
8. The holder of this ESOP will waive the voting right of indirectly holding the company’s shares due to participating in this ESOP.
9. During the duration, the employee stock ownership plan shall be managed by the company itself. A management committee shall be established for the ESOP to exercise shareholders’ rights other than voting rights on behalf of the holders of the ESOP, and carry out daily management of the ESOP.
10. After the board of directors of the company reviews the ESOP and has no objection, the company will issue a notice of convening the general meeting of shareholders, submit it to the general meeting of shareholders to review the ESOP and authorize the board of directors to handle relevant matters. The ESOP can only be implemented after being approved by the general meeting of shareholders of the company.
11. The financial and accounting treatment and taxation of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant taxes that employees need to pay due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
12. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and basic principles of employee stock ownership plan Chapter III participants and determination criteria of employee stock ownership plan Chapter IV capital, stock source, purchase price and scale of employee stock ownership plan Chapter VI duration, lock-in period and performance appraisal setting of employee stock ownership plan Chapter VII participation mode of shareholding plan during financing of the company during the duration of the company Chapter VIII management mode of employee stock ownership plan Chapter IX change and termination of employee stock ownership plan and disposal of holder’s rights and interests 24 Chapter X rights and obligations of the company and its holders Chapter XI accounting treatment of employee stock ownership plan 29 Chapter XII procedures for the implementation of employee stock ownership plan 30 Chapter XIII other important matters thirty-one
Chapter I interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) , the company and the company refer to Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) company
Employee stock ownership plan, this employee refers to Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan
Stock ownership plan management of employee stock ownership plan refers to the measures for the management of employee stock ownership plan in Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022
The draft employee stock ownership plan refers to the draft employee stock ownership plan of Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022 employee stock ownership plan (Draft)
Holders and participants refer to the employees of the company participating in the employee stock ownership plan
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
The underlying stock refers to Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) stock
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen 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
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Self regulatory guideline No. 1 refers to the self regulatory guideline No. 1 for listed companies of Shenzhen Stock Exchange – standardized operation of listed companies on the main board
The articles of association refers to the Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) articles of association
Note: in the draft of the employee stock ownership plan, if the total is inconsistent with the mantissa of the sum of each addend, it is caused by rounding.
Chapter II purpose and basic principles of employee stock ownership plan
1、 Purpose of employee stock ownership plan
The company has formulated the draft of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, self regulatory guidance No. 1 and other relevant laws, administrative regulations, rules, normative documents and the articles of association.
In order to further establish and improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s senior management, middle management, core technology and business backbone, attract high-end talents, ensure the improvement of the company’s core competitiveness, and ensure the realization of the company’s development strategic objectives and corporate vision, the company’s employees voluntarily, legally and legally participate in the employee stock ownership plan.
2、 Basic principles
1. 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.
2. Principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the independent decision of the company, and the employees participate voluntarily. The company does not force the employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
3. 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.
Chapter III participants and determination criteria of employee stock ownership plan
1、 Legal basis for determining participants
The company has determined the list of participants of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, self regulatory guidance No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation. All participants must work in the company (including holding subsidiaries, the same below), sign labor contracts or be employed by the company.
2、 Criteria for determining participants
The participants of the employee stock ownership plan are to identify with the company’s corporate culture, meet the ability standards required by the post, make outstanding achievements in the post and make significant contributions to the development of the company; The following personnel in the company approved by the board of directors:
1. Directors (excluding independent directors), supervisors and senior managers of the company;
2. Middle managers of the company;
3. Core technology and business backbone of the company.
The above qualified employees shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
3、 Scope of holders of this ESOP
The total number of employees participating in the employee stock ownership plan shall not exceed 25. The final participants of the employee stock ownership plan and the specific shares held by the holders shall be determined according to the actual situation. The board of directors of the company may adjust the employee list and distribution proportion of the shareholding plan according to the changes and assessment of employees.
4、 Verification of ESOP holders
The lawyer employed by the company shall issue legal opinions on whether the ESOP and the qualifications of the holders comply with relevant laws, regulations, normative documents and the articles of association.
Chapter IV capital, stock source, purchase price and scale of employee stock ownership plan
1、 Source of funds
The employee contribution funds of the employee stock ownership plan are from the legal salary of employees, self raised funds and other ways allowed by laws and regulations. The company will not provide advance, guarantee, loan and other financial assistance to the holder in any way.
The total amount of self raised funds of the employee stock ownership plan shall not exceed 31.806 million yuan. The “share” is taken as the subscription unit, and each share is 1.00 yuan. The upper limit of the number of shares of the employee stock ownership plan is 31.806 million. The initial subscription number of a single employee is 1 (i.e. the subscription amount is 1.00 yuan), and a single employee must subscribe for an integral multiple of 1 yuan.
The total number of shares of the company held by the employee stock ownership plan shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share equity of a single employee shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by the participating employees before the listing of the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
The specific amount and number of shares of the holders of the employee stock ownership plan are determined according to the actual contribution amount, and the payment time of the employee stock ownership plan is subject to the payment notice of the employee stock ownership plan.
2、 Stock source
The share source of this ESOP is Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) a ordinary shares repurchased by the company’s special account for repurchase.
The company held the 19th meeting of the sixth board of directors on October 11, 2018 and the second extraordinary general meeting of shareholders in 2018 on November 2, 2018, which deliberated and adopted the plan on repurchase of shares of the company and other relevant proposals. The second 15th meeting of the sixth board of directors was held on March 22, 2019 The first extraordinary general meeting of the company in 2019 was held on April 10, 2019, and the proposal on adjusting the repurchase of shares of the company was reviewed and approved. The company agreed to use its own funds of no less than RMB 100 million (inclusive) and no more than RMB 200 million (inclusive) to repurchase shares of the company in the form of centralized bidding transaction.
The company completed the repurchase on May 2, 2019 and has actually repurchased 11103907 shares of the company, accounting for 1.36% of the total share capital of the company, with the highest repurchase
