Phase II employee stock ownership plan (Draft) (subscription of non-public issuance of a shares)
(Third Revision)
February 2022
statement
The board of directors and all directors of Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) guarantee that there are no false records, misleading statements or major omissions in the contents of the employee stock ownership plan, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
hot tip
(I) in order to further improve the corporate governance structure of the company, improve the cohesion of employees and the competitiveness of the company, and promote the long-term, sustainable and healthy development of the company, the second phase of Muyuan Foods Co.Ltd(002714) employee stock ownership plan (hereinafter referred to as “the stock ownership plan”) is established based on the principle of “legal compliance, voluntary participation and risk bearing”.
(II) the shareholding plan is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws, regulations, rules, normative documents and the articles of Association.
(III) participants: the participants of the second phase of the company’s employee stock ownership plan are the company’s employees, with a total of 432 people. The company’s directors, supervisors and senior managers do not participate in the current phase of the stock ownership plan. The company’s employees who meet the above conditions shall participate in the employee stock ownership plan in accordance with the principles of voluntary participation, legal compliance, self risk and self financing.
(IV) source of funds: the source of funds for the company’s employees to participate in the stock ownership plan is the legal salary of employees and other ways permitted by laws and administrative regulations.
(V) stock source: the stock source of this stock holding plan is to subscribe for A-share non-public offering of the company (hereinafter referred to as “this non-public offering”). The total capital of this shareholding plan to subscribe for the A shares of the company in this non-public offering shall not exceed 1 million yuan, and the number of shares subscribed for this non-public offering shall not exceed 40535100 shares, which shall not exceed 3.4917% of the total share capital of the company after issuance. After the implementation of the 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 of a single employee shall not exceed 1% of the total share capital of the company.
(VI) subscription of the current stock ownership plan: the participants of the current stock ownership plan are the company’s employees, with a total of 432 people. The company’s directors, supervisors and senior managers do not participate in the current stock ownership plan. The number of employees finally participating in the ESOP and the subscription amount shall be determined according to the actual contributions of employees.
(VII) the subscription price of the company’s non-public offering of shares in this shareholding plan is 49.69 yuan / share, which is not lower than 90% (i.e. 49.69 yuan / share) of the average trading price of A-Shares of Japanese companies traded 20 days before the announcement date (base date) of the resolution of the 37th meeting of the second board of directors.
On May 16, 2016, the 2015 annual general meeting of shareholders of the company reviewed and approved the
Proposal on annual profit distribution and conversion of capital reserve into share capital, based on the total share capital of 516873109 shares as of December 31, 2015, the company will distribute 3.53 yuan in cash (including tax) to all shareholders for every 10 shares; At the same time, the capital reserve was used to increase 10 shares for every 10 shares to all shareholders, and the total share capital increased to 1033746218 shares after the increase. The registration date of this equity distribution is July 7, 2016, and the ex right and ex interest date is July 8, 2016.
After the implementation of the equity distribution plan of the company in 2015, the issue price of the non-public offering of A-Shares was adjusted from 49.69 yuan / share to 24.67 yuan / share after the deliberation and approval of the 43rd meeting of the second board of directors.
If the ex rights and ex interests of the company’s shares occur again between the pricing benchmark date and the issuance date, the issuance price will be adjusted accordingly. If the above issuance price is lower than 70% of the average trading price of the company’s shares in the 20 trading days before the first day of the issuance period, the issuance price shall be adjusted to 70% of the average trading price of the shares in the 20 trading days before the first day of the issuance period. (VIII) the lock up period of the underlying shares obtained from this non-public offering under this shareholding plan is 36 months, which is calculated from the time when the company announces that the underlying shares are registered under the name of this shareholding plan.
(IX) the employee stock ownership plan is managed by the company itself. The management committee is elected at the meeting of the holders of the employee stock ownership plan, which exercises the shareholders’ rights on behalf of the employee stock ownership plan. The meeting of the holders of the employee stock ownership plan authorizes the management committee to be responsible for specific management matters.
(x) the duration of the shareholding plan is 48 months. From the time when the company’s shares are registered to the employee stock ownership plan; Once all the shares of the company held by the shareholding plan are sold, the shareholding plan can be terminated in advance. The management committee has the right to decide whether to continue to extend the duration of the shareholding plan six months before the expiration of the duration according to the market conditions.
（11） The shareholding plan is proposed by the board of directors of the company and can be implemented only after meeting the following conditions: (1) the shareholding plan is approved by the general meeting of shareholders of the company, and the non-public issuance of A-Shares of the company for the implementation of the shareholding plan shall be approved by the general meeting of shareholders of the company; (2) The non-public issuance of A-Shares by the company for the implementation of the shareholding plan shall be approved by the CSRC.
（12） After the implementation of the plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Declare that 2 special tips 3 catalog 5 interpretation 6 I. purpose and principle of this share holding plan 7 II. Participants and determination criteria 8 III. capital source, stock source, shareholding scale and prohibited acts IV. duration, change and termination of the shareholding plan 12 v. participation mode of employee stock ownership plan during company financing Vi. management of the share holding plan 14 VII. Shareholders’ meeting and its convening and voting procedures 15 VIII. Selection procedures and responsibilities of members of the Management Committee 18 IX. disposal methods of ESOP rights and interests 21 X. change, termination, liquidation and distribution of shareholding plan 23 Xi. Review procedures and disclosure requirements of this shareholding plan 24 XII. Specific matters authorized by the general meeting of shareholders to the board of Directors 25 XIII. Others twenty-six
interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows:
Abbreviation interpretation
The company, Muyuan Foods Co.Ltd(002714) , the issuing index Muyuan Foods Co.Ltd(002714) and the current stock holding index Muyuan Foods Co.Ltd(002714) phase II employee stock ownership plan
Plan holders refer to employees who voluntarily choose to participate in the plan
Holder’s meeting means a meeting of all plan holders
Management Committee means the Management Committee of the employee stock ownership plan
Management rules refer to the management rules for Muyuan Foods Co.Ltd(002714) employee stock ownership plan (phase II employee stock ownership plan)
General meeting of shareholders means the general meeting of shareholders of the company
Board of directors means the board of directors of the company
Senior managers of the company refer to the Muyuan Foods Co.Ltd(002714) senior managers specified in the articles of association
The underlying stock refers to Muyuan Foods Co.Ltd(002714) the non-public offering of shares to the employee stock ownership plan
Securities account refers to the special securities account opened by the employee stock ownership plan for the securities holders in the registration and Clearing Company
Fund account refers to the special fund account opened by the custodian institution for the employee stock ownership plan
Share, property, equity and income refer to and include the share of the employee stock ownership plan owned by the holder and the corresponding property, equity and income
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng company refers to China Securities Depository and Clearing Co., Ltd
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
The articles of association refers to the Muyuan Foods Co.Ltd(002714) articles of association
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
1、 Purpose and principle of this share holding plan
(I) purpose of the plan
1. Further establish and improve the benefit sharing mechanism between workers and owners, realize the consistency of shareholders, companies and personal interests, and improve the level of corporate governance;
2. Improve the cohesion of employees and the competitiveness of the company, and effectively mobilize the enthusiasm and creativity of employees, so as to promote the long-term, sustainable and healthy development of the company;
3. The implementation of the employee stock ownership plan by means of non-public offering is conducive to the replenishment of capital of the company.
(II) principles followed in formulating the shareholding plan
1. Principle of legal compliance
The company will implement the ESOP in strict accordance with the provisions of laws and administrative regulations, and implement the information disclosure in a true, accurate, complete and timely manner. 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 will follow the independent decision of the company, and employees will participate voluntarily. The company shall not force employees to participate in the company’s 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.
2、 Participants and determination criteria
(I) basis for determining the participants of employee stock ownership plan
The participants of the employee stock ownership plan are determined in accordance with the company law, the securities law, the guidance on the pilot implementation of the employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules, normative documents and the relevant provisions of the articles of association.
The participants of the company’s current employee stock ownership plan are the company’s employees, with a total of 432 people. The company’s directors, supervisors and senior managers do not participate in the current stock ownership plan.
The company’s employees who meet the above conditions shall participate in the employee stock ownership plan in accordance with the principles of voluntary participation, legal compliance, self risk and self financing.
(II) subscription of participants
The participants of the employee stock ownership plan, the upper limit of subscription shares and share distribution shall be determined by the board of directors of the company. The participants of the current shareholding plan are the company’s employees, with a total number of 432. The company’s directors, supervisors and senior managers do not participate in the current shareholding plan. The details of the participants are as follows:
No. name of the company and its subsidiaries number of participants
1 Muyuan Foods Co.Ltd(002714) 259
2 Dengzhou muyuan breeding Co., Ltd. 32
3 Nanyang Wolong muyuan breeding Co., Ltd. 36
4 Hubei Zhongxiang muyuan breeding Co., Ltd. 24
5 Shandong Caoxian muyuan agriculture and animal husbandry Co., Ltd. 14
6 Tanghe muyuan agriculture and animal husbandry Co., Ltd. 18
7 Huaxian muyuan agriculture and animal husbandry Co., Ltd. 3
8 Fugou muyuan agriculture and animal husbandry Co., Ltd. 15
9 Qixian muyuan agriculture and animal husbandry Co., Ltd. 6
10 Tongxu muyuan agriculture and animal husbandry Co., Ltd. 5
11 Zhengyang muyuan agriculture and animal husbandry Co., Ltd
