Securities abbreviation: Yuan Longping High-Tech Agriculture Co.Ltd(000998) securities code: 000998 Yuan Longping High-Tech Agriculture Co.Ltd(000998)
Phase I employee stock ownership plan of long-term service plan (Draft)
Yuan Longping High-Tech Agriculture Co.Ltd(000998)
February, 2002
statement
The company and all members of the board of directors guarantee that the content of the employee stock ownership plan is true, accurate and complete without false records, misleading statements or major omissions.
Risk statement
(I) the ESOP can be implemented only after being reviewed and approved by the general meeting of shareholders of the company, but there is uncertainty whether it can be approved by the general meeting of shareholders of the company.
(II) the implementation elements of the ESOP, such as capital source and capital contribution scale, stock source and stock scale, are preliminary results, and there is uncertainty whether the implementation can be completed.
(III) if the subscription amount of employees is low, there is a risk that the ESOP will not be established.
Please make careful decisions and pay attention to investment risks.
hot tip
(I) Yuan Longping High-Tech Agriculture Co.Ltd(000998) (hereinafter referred to as ” Yuan Longping High-Tech Agriculture Co.Ltd(000998) ” or “the company”) the first phase of the employee stock ownership plan (Draft) (hereinafter referred to as “the employee stock ownership plan” or “the plan”) of the long-term service plan is in accordance with the company law, the securities law and the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, administrative regulations, rules and normative documents, as well as the relevant provisions of the articles of association of Yuan Longping High-Tech Agriculture Co.Ltd(000998) and the outline of Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan.
(II) the employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no situation of forced employees to participate in the employee stock ownership plan such as apportionment and forced distribution.
(III) the participants of the employee stock ownership plan are the company’s directors (excluding independent directors), supervisors, senior managers, personnel in other key positions and core technical (business) personnel. The total number of participants of the employee stock ownership plan shall not exceed 800, and the specific number shall be determined according to the actual situation.
(IV) the total amount of funds raised by the employee stock ownership plan shall not exceed 300 million yuan, with “shares” as the subscription unit, each share is 1 yuan, and the maximum number of shares of the employee stock ownership plan is 300 million. The source of funds is the legal salary of employees, self raised funds and other funds obtained by other means permitted by laws and regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the participants, nor shall there be any third party providing rewards, subsidies, subsidies and other arrangements for the participants.
(V) the source of shares purchased by the ESOP is the shares repurchased by the repurchase plan deliberated and approved by the 19th (Interim) meeting of the seventh board of directors and the third (Interim) general meeting of shareholders held on October 12, 2018 and October 30, 2018 respectively.
(VI) after the board of directors of the company deliberates and approves the ESOP, the company will issue a notice of convening the general meeting of shareholders and submit it to the general meeting of shareholders for deliberation. The ESOP can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company.
The general meeting of shareholders of the company considering the employee stock ownership plan will adopt the combination of on-site voting and online voting. The company will provide online voting platform to the shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. The shareholders of the company can exercise their voting rights through the above system during online voting time. (VII) the ESOP adopts the self-management mode, and a management committee is established to be responsible for the daily management of the ESOP and exercise shareholders’ rights on behalf of the ESOP. The company takes 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 duration of the ESOP, the management committee may employ relevant professional institutions to provide management, consulting and other services for the daily management of the ESOP.
(VIII) after being deliberated and approved by the general meeting of shareholders of the company, the ESOP will transfer the shares repurchased in the company’s special account for repurchase at the price of 10.01 yuan / share, with a total of no more than 2300458 shares. 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 shares of the employee stock ownership plan obtained by a single holder 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 listing of the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through the equity incentive plan.
(IX) the duration of the employee stock ownership plan shall not exceed 60 months, calculated from the date when the company’s general meeting of shareholders deliberates and approves the employee stock ownership plan. Within 6 months after the general meeting of shareholders of the company deliberates and approves the employee stock ownership plan, the employee stock ownership plan will transfer the subject shares held in the company’s special securities repurchase account by means of non trading transfer and other laws and regulations. It will be unlocked by stages 12 months after the company announces the completion of the transfer of the underlying stock, and the maximum locking period is 36 months.
(x) after the implementation of the employee stock ownership plan, the company’s equity distribution will not meet the listing conditions.
catalogue
interpretation…… 6 I. purpose of employee stock ownership plan 7 II. Basic principles of employee stock ownership plan 7 III. criteria for determining the participants of the employee stock ownership plan 7 IV. capital source and scale, participants and share distribution of employee stock ownership plan 8 v. stock source, scale and purchase price of employee stock ownership plan 9 VI. duration of employee stock ownership plan and lock-in period of underlying shares involved 11 VII. Assessment standard of employee stock ownership plan 12 VIII. Management mode of employee stock ownership plan 14 IX. asset composition and equity disposal methods of employee stock ownership plan 18 X. identification of the relationship between related parties of the employee stock ownership plan or persons acting in concert Xi. Impact of stock ownership plan on Accounting Performance 21 XII. Change and termination of employee stock ownership plan and decision-making procedures 21 XIII. Procedures for the implementation of employee stock ownership plan 22 XIV. Risk prevention and isolation measures of employee stock ownership plan 23 XV. Other important matters twenty-four
interpretation
In this plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Yuan Longping High-Tech Agriculture Co.Ltd(000998) . The company and the company refer to Yuan Longping High-Tech Agriculture Co.Ltd(000998)
The Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service employee stock ownership plan and the plan refer to
Phase I employee stock ownership plan of the plan (Draft)
The holder indicates the employees of the company who participate 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 Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service measures for the administration of employee stock ownership plans refers to
Measures for the administration of employee stock ownership plans in phase I of the plan
The underlying stock refers to Yuan Longping High-Tech Agriculture Co.Ltd(000998) A shares
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan means RMB 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 on the pilot implementation of ESOP by listed companies
Guiding Opinions
The guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 1 guidelines for standardized operation refers to
No. 1 – standardized operation of listed companies on the main board
The articles of association refers to the Yuan Longping High-Tech Agriculture Co.Ltd(000998) articles of association
The Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan refers to
Plan outline
Note: there may be differences in the mantissa of some totals of the plan due to rounding.
1、 Purpose of employee stock ownership plan
The company formulates the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, standardized operation guidelines and other laws, administrative regulations, rules and normative documents, as well as the relevant provisions of the articles of association and long-term service plan. The implementation of the employee stock ownership plan aims to establish and improve the benefit sharing mechanism of the company, shareholders and employees, mobilize the enthusiasm and creativity of employees, improve the cohesion of employees and the competitiveness of the company, and promote the long-term, sustainable and healthy development of the company. 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. The employee holding plan shall not be used to conduct any insider trading, manipulation of the securities market, etc.
(II) principle of voluntary participation
The employee stock ownership plan 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 shall bear their own profits and losses and risks. 3、 Criteria for determining participants of employee stock ownership plan
(I) legal basis for determining participants
The participants of the ESOP are determined in accordance with the company law, securities law, guiding opinions, guidelines for standardized operation and other laws, administrative regulations, rules 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. The company’s employees participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. All participants must work in the company or its branches and subsidiaries (excluding joint-stock companies), receive remuneration, sign labor contracts or be employed by the company.
(II) job basis for determining participants
The participants of this ESOP shall meet one of the following criteria:
1. Directors (excluding independent directors), supervisors and senior managers of the company;
2. Other key positions and core technical (business) personnel of the company.
(III) scope of participants
The participants of the employee stock ownership plan are directors (excluding independent directors), supervisors, senior managers, personnel in other key positions and core technical (business) personnel of the company. The total number of participants of the employee stock ownership plan shall not exceed 800, and the specific number shall be determined according to the actual situation.
(IV) verification of participants
The board of supervisors of the company shall verify the list of holders and explain the verification at the general meeting of shareholders. The lawyer employed by the company shall issue legal opinions on whether the qualification of the holder complies with the company law, securities law, guiding opinions and other laws and regulations, the articles of association and the relevant provisions of the employee stock ownership plan. 4、 Capital source and scale, participants and share distribution of employee stock ownership plan
(I) source and scale of funds
The total amount of funds raised by the employee stock ownership plan shall not exceed 300 million yuan, with “shares” as the subscription unit, each share is 1 yuan, and the maximum number of shares of the employee stock ownership plan is 300 million.
The capital source of the employee stock ownership plan is the legal salary of employees, self raised funds and other funds obtained by other means permitted by laws and regulations. The company shall not provide advance funds, guarantees, loans and other financial assistance to the participants, nor shall there be any situation in which a third party provides rewards, subsidies, subsidies and other arrangements for the participants.
(II) participants and share distribution
The employee stock ownership plan takes “share” as the subscription unit, and each share is 1 yuan. The total number of people participating in the ESOP is no more than 800, and the target shares held in the company’s special securities repurchase account are transferred at the price of 10.01 yuan / share. The number of target shares involved is 2300458 shares. The proposed subscription of the participants of this ESOP is as follows:
Serial number name position number of shares to be subscribed (10000 shares) in the proportion of the employee stock ownership plan (%)
1 yuan Dingjiang, vice chairman and decision-making committee
Member of the Committee
