5I5J Holding Group Co.Ltd(000560) management measures for phase II employee stock ownership plan
(second revision of the draft)
February, 2002
Chapter I General Provisions
Article 1 5I5J Holding Group Co.Ltd(000560) phase II employee stock ownership plan (Draft) (hereinafter referred to as “this Employee Stock Ownership Plan” or “Employee Stock Ownership Plan”) is 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “company” or ” 5I5J Holding Group Co.Ltd(000560) “) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “company law”) The securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) issued by the CSRC The management measures are formulated in accordance with the provisions of relevant laws, administrative regulations, rules, normative documents and the articles of association of Shenzhen Stock Exchange, such as the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – Employee Stock Ownership Plan (hereinafter referred to as the “guidelines for information disclosure No. 4”) of Shenzhen Stock Exchange.
Chapter II participants of employee stock ownership plan
Article 2 criteria for determining participants of employee stock ownership plan
Participants shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
The participants of the employee stock ownership plan are the directors (excluding independent directors), supervisors, senior managers, middle and senior managers of the company and its holding subsidiaries, and the core business and technical backbone of the company and its holding subsidiaries.
Article 3 subscription of employee stock ownership plan by participants
The total number of participants of the employee stock ownership plan shall not exceed 750, and the specific number shall be determined according to the actual contributions of employees. The board of directors of the company may adjust the list and distribution proportion of employees participating in the employee stock ownership plan according to the changes and assessment of employees.
Chapter III capital source and stock source of employee stock ownership plan
Article 4 capital source of employee stock ownership plan
The funds for the participants to subscribe for the shares of the employee stock ownership plan come from the legal salary of the participants and self raised funds in other legal ways. The company will not provide advance, guarantee, loan and other financial assistance to the participants in any way. This ESOP does not involve leveraged funds, and there is no arrangement for a third party to provide rewards, subsidies and information for employees to participate in the ESOP. Article 5 stock source of employee stock ownership plan
The stock source of this ESOP is 34863973 shares of 5I5J Holding Group Co.Ltd(000560) a ordinary shares repurchased by the company’s special account for repurchase, and the company’s shares obtained and held through secondary market purchase (including but not limited to block trading, centralized bidding, etc.) and other ways permitted by laws and regulations.
1. Shares in the company’s repurchase account
On July 2, 2018, the 19th meeting of the ninth board of directors of the company deliberated and approved the plan on repurchasing the company’s shares, and agreed to repurchase the company’s shares in the form of centralized bidding transaction for the implementation of the equity incentive plan. The total amount of repurchase shall not be less than 100 million yuan, not more than 200 million yuan, and the repurchase price shall not exceed 7 yuan / share, And agreed to submit the proposal to the general meeting of shareholders for deliberation.
On July 13, 2018, the fourth extraordinary general meeting of the company in 2018 deliberated and approved the plan on repurchase of shares of the company.
On May 14, 2021, the 10th meeting of the 10th board of directors of the company deliberated and approved the proposal on adjusting the purpose of share repurchase, and agreed to adjust the purpose of share repurchase in the aforementioned plan on share repurchase from “the shares repurchased this time will be used to implement the equity incentive plan” to “all the shares repurchased this time will be used for the employee stock ownership plan”.
As of this day, the aforementioned plan on repurchasing shares of the company has been implemented. The company has repurchased 34863973 shares of the company through centralized bidding trading through the special securities account for repurchasing, which are deposited in the special account for repurchasing. The cumulative repurchased shares account for 1.48% of the total share capital of the company, with the highest transaction price of 6.21 yuan / share and the lowest transaction price of 5.31 yuan / share, The total amount paid is 199974923.41 yuan (including transaction costs). After the employee stock ownership plan is approved by the general meeting of shareholders, the employee stock ownership plan will obtain the shares of the company’s special securities account for repurchase by means of non trading transfer and other laws and regulations, with a total of no more than 34863973 shares.
2. Acquire and hold the company’s shares through secondary market purchase (including but not limited to block trading, centralized bidding, etc.) and other methods permitted by laws and regulations.
After the ESOP is approved by the general meeting of shareholders, the employees participating in the ESOP will acquire the company’s shares through the secondary market (including but not limited to block trading, centralized bidding, etc.) with self raised funds of no more than RMB 200 million.
Article 6 scale of employee stock ownership plan
Based on the company’s closing price of 4.57 yuan on May 14, 2021, the number of shares purchased and held by employees with self raised funds in this ESOP through the secondary market shall not exceed 43763676, and the number of A-share common shares in the company’s special securities account for share repurchase obtained through non trading transfer and other methods permitted by laws and regulations shall not exceed 34863973, The total number of shares to be held in this ESOP is no more than 78627649, accounting for about 3.34% of the total share capital of the company. The specific number of shares held shall be subject to the sum of the number of shares transferred from the company’s repurchase special account to the employee stock ownership plan and the number of shares purchased by the employee stock ownership plan through the secondary market. There is still uncertainty about the purchase of shares in the above secondary market, and the final number of shares held shall be subject to the actual implementation. The company will timely perform the obligation of information disclosure as required. After the implementation of the 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 number of shares of the company corresponding to the share of employee stock ownership plan held by a single holder shall not exceed 1% of the total share capital of the company. The total number of shares subscribed for in this ESOP does not include the company’s shares obtained by the plan share holders before the company’s initial public offering, the company’s shares purchased by themselves through the secondary market and the company’s shares obtained through equity incentive.
After the implementation of the employee stock ownership plan, the company’s control will not change, nor will the company’s equity distribution fail to meet the requirements of listing conditions.
If the company’s shares have ex right and ex dividend matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the announcement date of the above resolution of the general meeting of shareholders and the purchase date, the number and scale of the above subject shares shall be adjusted accordingly.
Chapter IV duration, lock-in period, termination and change of employee stock ownership plan
Article 7 duration of employee stock ownership plan
The duration of the employee stock ownership plan is 48 months, which is calculated from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan.
With the consent of the Management Committee of the employee stock ownership plan and the deliberation and approval of the board of directors of the company, the duration of the employee stock ownership plan can be extended. If the duration of the employee stock ownership plan is not effectively extended after its expiration, the employee stock ownership plan shall terminate automatically.
After the lock-in period of the employee stock ownership plan expires, the employee stock ownership plan can be terminated in advance when the assets of the employee stock ownership plan are monetary assets.
Article 8 lock up period of employee stock ownership plan
1. The subject shares obtained through the purchase of the secondary market, non trading transfer and other means permitted by laws and regulations will be officially granted and unlocked by stages 12 months after the company announces the last transfer of the subject shares to the name of the shareholding plan, with a maximum locking period of 36 months. After the expiration of the locking period, they will be officially granted and unlocked by stages according to the following arrangements:
The first batch of officially granted and unlocked time points: at the end of 12 months from the date when the company announced the transfer of the last subject stock to the name of the shareholding plan, the number of unlocked shares is 1 / 3 of the total number of the shareholding plan.
The second batch of officially granted and unlocked time points: the number of unlocked shares is 1 / 3 of the total number of the shareholding plan within 24 months from the date when the company announces the last transfer of the subject shares to the name of the shareholding plan.
The third batch of officially granted and unlocked time point: the number of unlocked shares is 1 / 3 of the total number of the shareholding plan within 36 months from the date when the company announces the last transfer of the subject shares to the name of the shareholding plan.
During the lock-in period, the shares derived and obtained due to the company’s share distribution and conversion of capital reserve into share capital will be locked together, and the lock-in period of these shares is the same as that of the original shares.
2. After the lock-in expires, the ESOP will decide when to reduce the shares of the listed company according to the market conditions at that time, and the reduction will be completed before the expiration of the ESOP. The reduction plan is proposed by Changjiang pension. After the Management Committee of employee stock ownership plan and Changjiang pension reach an agreement, Changjiang pension will implement the reduction operation.
3. The unlocking and sale of shares involved in this ESOP is linked to the company’s performance appraisal and individual performance appraisal. The specific provisions of 5I5J Holding Group Co.Ltd(000560) phase II ESOP (Draft) shall prevail.
4. The ESOP will strictly abide by the market trading rules and the regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on not buying and selling stocks during the information sensitive period, and not buying and selling the company’s stocks during the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date is delayed due to special reasons, it shall be from 30 days before the original announcement date to the final announcement date;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(3) Within 2 trading days after the announcement of other major events that may affect the stock price;
(4) Other time specified by the CSRC and Shenzhen Stock Exchange.
Before proposing to buy and sell the company’s shares, Changjiang pension shall timely consult the Secretary of the board of directors of the company whether it is in a sensitive period of stock trading.
Chapter V Management Mode of employee stock ownership plan
Article 9 the board of directors of the company is responsible for preparing and revising the draft of the employee stock ownership plan, which shall be deliberated and approved by the general meeting of shareholders of the company. The board of directors of the company shall handle other matters related to the employee stock ownership plan within the scope authorized by the general meeting of shareholders; The employee stock ownership plan is entrusted to Changjiang Endowment Insurance Co., Ltd.
The board of supervisors of the company is responsible for verifying the list of holders and expressing opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, whether it solicits the opinions of employees before the launch of the plan, and whether there are ways to force employees to participate in the ESOP by means of apportionment and forced distribution.
Independent directors express independent opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, the situation of soliciting employees’ opinions before the launch of the plan, and whether there are ways of apportionment and forced distribution to force employees to participate in the ESOP.
The management committee is established for this ESOP. The management committee is an organization that exercises the shareholder rights of the company’s shares held by the employee stock ownership plan on behalf of all holders or authorizes the management organization to exercise the shareholder rights, and performs the daily management responsibilities of the employee stock ownership plan according to the authorization of the holders.
(I) holders
The participant who actually contributes to subscribe for the shares of the ESOP will become the holder of the ESOP.
1. The rights of the holder are as follows:
(1) When the company’s shares held by the employee stock ownership plan meet the unlocking conditions, the possible share price appreciation income from the sale of the shares held;
(2) Dividends and dividends during the period from purchase to sale of the company’s shares held through subscription of employee stock ownership plans;
(3) The right to increase the value of other non equity assets enjoyed by subscribing for the employee stock ownership plan;
(4) Participate in the general meeting of holders according to law and exercise corresponding voting rights;
(5) The right to elect (Supplement) and recall members of the Management Committee;
(6) The right to convene a general meeting of shareholders;
(7) Amend the articles of association of the holders;
(8) Other rights stipulated in laws, administrative regulations, departmental rules and the articles of association.
2. The obligations of the holder are as follows:
(1) Comply with the employee stock ownership plan;
(2) Fulfill all commitments made by it to participate in the employee stock ownership plan;
(3) The amount of the employee stock ownership plan subscribed according to the commitment shall be fully contributed within the agreed period;
(4) Agree that 5I5J Holding Group Co.Ltd(000560) sign relevant agreements with Changjiang pension on behalf of the holders of employee stock ownership plan and abide by relevant agreements; Agree to 5I5J Holding Group Co.Ltd(000560) set up a special account to collect the funds of the employee stock ownership plan and transfer them to the specific account of asset management products;
(5) Abide by the 5I5J Holding Group Co.Ltd(000560) articles of Association;
(6) Abide by the articles of association of the holders’ meeting of 5I5J Holding Group Co.Ltd(000560) phase II employee stock ownership plan; (7) During the duration of the employee stock ownership plan, the holder shall not transfer his share of the employee stock ownership plan or apply for withdrawal from the employee stock ownership plan except for the circumstances that must be transferred according to the effective judicial judgment and the employee stock ownership plan; The shares of the employee stock ownership plan under the name of the holder shall be deemed to be held by the holder, and the holder shall not hold the plan shares on behalf of others;
(8) If the labor contract with the company is terminated or terminated due to the holder’s voluntary resignation, dismissal or termination of the agreement, the holder shall cooperate with the company to transfer all shares of the products held by the individual;
(9) Bear the loss risk of the employee stock ownership plan according to the share of the employee stock ownership plan;
(10) Bear the product management fee, audit fee, lawyer fee and other related expenses of the employee stock ownership plan according to the share of the employee stock ownership plan;
(11) Bear legal stock transaction taxes such as value-added tax payable when the employee stock ownership plan meets the unlocking conditions and shares are sold according to the shares of the employee stock ownership plan;
(12) Due to participating in the ESOP and meeting the unlocking conditions of the ESOP, after the sale of shares, they shall bear their own taxes in accordance with the provisions of national laws and regulations;
(13) Comply with the resolutions of the general meeting of holders and the meeting of the Management Committee;
(14) Other obligations stipulated by laws, administrative regulations and departmental rules.
(II) convening and voting procedures of shareholders’ meeting
1. Powers of the shareholders’ meeting
The shareholders’ meeting is composed of all shareholders and exercises the following functions and powers:
(1) Electing and removing members of the Management Committee;
(2) Authorize the board of directors to approve the termination or extension of the employee stock ownership plan;
