Yuan Longping High-Tech Agriculture Co.Ltd(000998)
Chapter I general provisions of the measures for the administration of employee stock ownership plans in the first phase of long-term service plans
Article 1 in order to standardize the implementation of the first phase of the employee stock ownership plan (hereinafter referred to as the "Employee Stock Ownership Plan") of the long-term service plan of Yuan Longping High-Tech Agriculture Co.Ltd(000998) (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") Relevant laws, administrative regulations, rules and normative documents such as the guidance of China Securities Regulatory Commission on the pilot implementation of ESOP by listed companies (hereinafter referred to as the "guidance"), the articles of association of Yuan Longping High-Tech Agriculture Co.Ltd(000998) (hereinafter referred to as the "articles of association"), the outline of Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan (hereinafter referred to as the "long term service plan") According to the provisions of the first phase employee stock ownership plan (Draft) of Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan and the summary, the administrative measures for the first phase employee stock ownership plan of Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan (hereinafter referred to as "the measures") are hereby formulated.
Chapter II criteria for determining the participants of employee stock ownership plan
Article 2 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 and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association and long-term service plan, and in combination with the actual situation. All participants are required to work in the company or its subsidiaries (excluding joint-stock companies), receive remuneration, sign labor contracts or be employed by the company.
Article 3 job basis for determining participants
The participants of this ESOP shall meet one of the following criteria:
(I) directors (excluding independent directors), supervisors (excluding external supervisors) and senior managers of the company;
(II) personnel in other key positions and core technology (business) personnel of the company.
The third chapter is the management mode of employee stock ownership plan
Article 4 relevant institutions of employee stock ownership plan
The highest authority for the internal management of the employee stock ownership plan is the holders' meeting; A management committee is set up at the shareholders' meeting, and the management committee is authorized to perform the daily management responsibilities of the employee stock ownership plan, exercise shareholder rights on behalf of the holders or authorize the management organization to exercise shareholder rights, safeguard the legitimate rights and interests of the holders of the employee stock ownership plan and ensure the asset safety of the employee stock ownership plan, Avoid potential conflicts of interest between other shareholders of the company and the holders of the employee stock ownership plan.
Article 5 shareholders' meeting
(I) the company's employees will become the holders of the ESOP after subscribing for the shares of the ESOP. The holders' meeting is the highest authority for the internal management of the ESOP. All holders have the right to attend the holders' meeting. The holder may attend and vote at the holders' meeting in person or entrust an agent to attend and vote on his behalf. The travel expenses, board and lodging expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder.
(II) the following matters need to be considered at the shareholders' meeting:
1. To elect and recall members of the Management Committee;
2. Change, termination and extension of the duration of the employee stock ownership plan;
3. During the duration of the employee stock ownership plan, when the company finances by means of allotment, additional issuance and convertible bonds, the management committee shall submit it to the holders' meeting to consider whether to participate and the capital solution;
4. Authorize the management committee to perform the daily management responsibilities of the employee stock ownership plan;
5. Authorize the management committee to exercise shareholders' rights;
6. Authorize the management committee to be responsible for the liquidation and property distribution of the employee stock ownership plan;
7. Other matters that the Management Committee deems necessary to convene a shareholders' meeting for deliberation.
(III) the first holders' meeting shall be convened and presided over by the Secretary of the board of directors or designated person of the company, and the subsequent holders' meeting shall be convened by the management committee and presided over by the director of the management committee. If the chairman of the management committee is unable to perform his duties, he shall appoint a member of the management committee to preside over the meeting.
(IV) when convening a meeting of holders, the management committee shall submit a written notice of the meeting to all holders by direct delivery, mail, fax, e-mail or other means 3 days in advance. The written meeting notice shall at least include the following contents:
1. Time and place of the meeting;
2. Convening method of the meeting;
3. Meeting proposal;
4. The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
5. Meeting materials necessary for voting at the meeting;
6. The holder shall attend the meeting in person or entrust other holders to attend the meeting on his behalf;
7. Contact person and contact information;
8. Date of notification.
In case of emergency, the holder's meeting can be held by oral notice. The oral notice shall at least include the contents of items 1 and 2 above and the description of convening the holder's meeting as soon as possible due to emergency.
(V) voting procedures of the shareholders' meeting
1. Each proposal shall be fully discussed by the moderator after it is submitted to the meeting for voting. The moderator may also decide to submit all proposals to the holders attending the meeting for voting after discussion. The voting method is written voting.
2. The holders of the employee stock ownership plan exercise their voting rights according to their shares. Each share has one vote. The holders' meeting adopts open voting.
3. The voting intention of the holder is divided into consent, objection and abstention. The holders attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, they shall be deemed to have abstained; Votes that are not filled in, wrongly filled in, illegible or not cast shall be deemed as abstention. If the holder votes after the chairman of the meeting announces the voting results or after the specified time limit for voting expires, the voting situation shall not be counted.
4. The chairman of the meeting shall announce the statistical results of on-site voting on the spot. If each proposal is approved by more than 50% (excluding 50%) of the shares held by the holders attending the holder's meeting, it shall be deemed to have been passed by vote (except for the employee stock ownership plan, which requires the consent of more than 2 / 3 of the shares), forming an effective resolution of the holder's meeting.
5. If the resolution of the shareholders' meeting needs to be submitted to the board of directors and the general meeting of shareholders for deliberation, it must be submitted to the board of directors and the general meeting of shareholders for deliberation in accordance with the provisions of the articles of association.
6. The chairman of the meeting is responsible for arranging personnel to make records of the holder's meeting.
(VI) holders who individually or jointly hold more than 3% of the shares of the ESOP may submit interim proposals to the shareholders' meeting, which must be submitted to the management committee 3 days before the shareholders' meeting.
(VII) for the holders who individually or jointly hold more than 10% of the shares of the employee stock ownership plan, more than two-thirds of the members of the management committee may propose to convene the holders' meeting.
(VIII) the rules of procedure of the shareholders' meeting can be further clarified during the implementation of the employee stock ownership plan.
Article 6 Management Committee
(I) a management committee shall be established for the employee stock ownership plan to carry out daily management of the employee stock ownership plan.
(II) the management committee is composed of three members and one chairman of the management committee. The term of office of the members of the management committee is the duration of the employee stock ownership plan. Candidates for members of the management committee shall be nominated by the holders who individually or jointly hold more than 10% (including) shares of the employee stock ownership plan and elected by the holders' meeting. The chairman of the management committee shall be elected by more than half of all the members of the management committee.
(III) the management committee shall perform the following duties:
1. Be responsible for convening the shareholders' meeting;
2. Be responsible for the daily management of the employee stock ownership plan (including but not limited to managing the share change of the employee stock ownership plan, exercising the asset management responsibilities of the employee stock ownership plan, etc.);
3. Exercise shareholders' rights on behalf of all shareholders, including but not limited to the attendance, proposal, voting and other matters of the company's general meeting of shareholders;
4. On behalf of all holders, enjoy the rights to participate in the company's cash dividend, bond interest conversion, share distribution, share allotment and bond allotment;
5. Manage the distribution of benefits of the employee stock ownership plan, and make decisions on the participation qualifications of the holders, as well as the recovery, transfer, inheritance and income realization of the shares held by the holders in accordance with the provisions of the employee stock ownership plan;
6. Other duties authorized by the shareholders' meeting;
7. Other duties to be performed by the management committee as agreed in the employee stock ownership plan and relevant laws and regulations.
If a member of the management committee violates the above obligations and responsibilities, the holder's meeting has the right to remove his member from office, and shall be liable for compensation if the loss of the employee stock ownership plan is caused.
(IV) the chairman of the management committee shall exercise the following functions and powers:
1. Preside over the shareholders' meeting and convene and preside over the meeting of the Management Committee;
2. Supervise and inspect the implementation of the resolutions of the shareholders' meeting and the Management Committee;
3. Other functions and powers authorized by the management committee.
(V) the management committee shall convene meetings from time to time, which shall be convened by the chairman of the management committee, and all members of the management committee shall be notified one day before the meeting. In case of emergency, the management committee meeting can be temporarily notified orally. The meeting notice includes the following contents:
1. Date and place of the meeting;
2. Causes and topics of the meeting;
3. Meeting materials necessary for the meeting;
4. Date of notification.
(VI) members of the management committee may propose to convene an interim meeting of the management committee. The director of the management committee shall convene and preside over the meeting of the management committee within 3 days after receiving the proposal.
(VII) the meeting of the management committee shall be held only when more than half of the members of the management committee are present. Decisions made by the management committee must be adopted by more than half of all members of the management committee. The resolution of the management committee shall be voted by one person, one vote, and the resolution of the management committee shall be voted by open ballot. On the premise of ensuring that the members of the management committee can fully express their opinions, the management committee meeting can be held by fax and make resolutions, which shall be signed by the members of the management committee participating in the meeting.
(VIII) the management committee meeting shall be attended by the members of the management committee in person; If a member of the management committee is unable to attend for some reason, he may entrust another member of the management committee in writing to attend on his behalf. The power of attorney shall specify the name, agency matters, scope of authorization and validity period of the agent, and shall be signed or sealed by the principal. Members of the management committee who attend the meeting on their behalf shall exercise the rights of members of the management committee within the scope of authorization. If a member of the management committee fails to attend the meeting of the management committee or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
(IX) the management committee shall make minutes of the decisions on the matters discussed at the meeting, and the members of the management committee attending the meeting shall sign on the minutes.
Chapter IV duration and lock-in period of employee stock ownership plan
Article 7 duration of employee stock ownership plan
(I) the duration of the employee stock ownership plan is 60 months, calculated from the date when the employee stock ownership plan is deliberated by the general meeting of shareholders of the company.
(II) one month before the expiration of the duration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders' meeting are agreed and submitted to the board of directors for deliberation and approval. (III) if the underlying shares involved cannot be fully realized before the expiration of the duration due to the suspension of trading or short window period of the company's shares, the duration of the employee stock ownership plan can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders' meeting are agreed and submitted to the board of directors for deliberation and approval.
Article 8 lock up period of employee stock ownership plan
(I) the legal lock-in period of the employee stock ownership plan is 12 months, which is calculated from the date when the company announces the transfer of shares to the name of the employee stock ownership plan. During the legal lock-in period, the employee stock ownership plan shall not buy or sell shares.
(II) in order to reflect the equivalence of incentives and constraints, effectively bind the interests of the company and employees, and enable employees to pay long-term attention to the development of the company, the underlying shares held by the employee stock ownership plan will be unlocked in batches after the expiration of the legal locking period, as follows: 1. The time point of the first batch of unlocking: 12 months from the date when the company announces the transfer of the last underlying shares to the name of the employee stock ownership plan, The unlocking ratio is 30% of the total number of underlying shares held under the employee stock ownership plan.
2. The second batch of unlocking time point: 24 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the unlocking proportion is 30% of the total subject stock held under the employee stock ownership plan.
3. Time point of unlocking the third batch: 36 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the unlocking proportion is 40% of the total subject stock held under the employee stock ownership plan.
(III) during the stock trading period, the company shall not strictly abide by the information on the stock trading plan of the CSRC and the following rules on the stock trading of the company in the Shenzhen Stock Exchange:
1. Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
2. Ten 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 Shenzhen Stock Exchange.
Chapter V evaluation criteria of employee stock ownership plan
Article 9 performance assessment requirements at the company level
(I) if one of the following conditions is met, the funds obtained from the sale of the first batch of shares at the unlocking time point of the employee stock ownership plan shall be owned by the holder, and the part of 30% of the share of the employee stock ownership plan held by the holder can be distributed: (1) based on the operating income in 2021, the growth rate of operating income in 2022 shall not be less than 5%. (2) Based on the net profit in 2021, the net profit growth rate in 2022 shall not be less than 60%.
(II) if one of the following conditions is met, the funds obtained from the sale of the second batch of shares at the unlocking time point of the employee stock ownership plan shall be owned by the holder, and the part of 30% of the share of the employee stock ownership plan held by the holder can be distributed: (1) with
Based on the operating revenue in 2021, the growth rate of operating revenue in 2023 shall not be less than 10%. (2) Based on the net profit in 2021, the net profit growth rate in 2023 shall not be less than 120%.
(III) full
