5I5J Holding Group Co.Ltd(000560)
Phase II employee stock ownership plan
(second revision of the 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 draft ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1. The 5I5J Holding Group Co.Ltd(000560) second phase employee stock ownership plan (Draft) (hereinafter referred to as “this Employee Stock Ownership Plan” or “Employee Stock Ownership Plan”) has been deliberated and adopted at the 2020 annual general meeting of shareholders held on May 26, 2021.
2. The 5I5J Holding Group Co.Ltd(000560) second phase employee stock ownership plan (Revised Draft) has been deliberated and adopted at the 11th meeting of the 10th board of directors held on June 23, 2021.
3. The second phase of 5I5J Holding Group Co.Ltd(000560) employee stock ownership plan (Second Revised Draft) has been deliberated and adopted at the 16th meeting of the 10th board of directors held on February 16, 2022.
4. The employee stock ownership plan has a long duration, which is affected by the macro environment, changes in regulatory policies, fluctuations in the secondary market, employee participation and other factors. There is uncertainty about whether it can be completed and implemented.
5. The company will disclose relevant progress in accordance with relevant regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1. This ESOP is 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “the 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 “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the Securities Law”) China Securities Regulatory Commission’s guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”), Shenzhen Stock Exchange listed company information disclosure guidelines No. 4 – Employee Stock Ownership Plan (hereinafter referred to as the “disclosure guidelines No. 4”) and other relevant laws, administrative regulations and rules Formulation of normative documents and the provisions of the articles of association.
2. This ESOP follows the principles of legal compliance, voluntary participation and risk bearing, and there is no apportionment, forced distribution, etc.
3. The participants of this ESOP 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. The total number of participants of this employee stock ownership plan shall not exceed 750, and the specific number shall be determined according to the actual contribution 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.
4. 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.
5. The stock source of the ESOP is 5I5J Holding Group Co.Ltd(000560) a ordinary shares repurchased by the company’s special account for repurchase, and the company’s shares are obtained and held by means of secondary market purchase (including but not limited to block trading, centralized bidding, etc.) and other laws and regulations. Among them, the company’s A-share ordinary shares in the special securities account for share repurchase will be transferred to the employee stock ownership plan at zero consideration through non trading transfer and other ways permitted by laws and regulations, and the number of transferred shares shall not exceed 34863973; The self raised funds of employees shall not exceed RMB 200 million to acquire the company’s shares through the ESOP and the secondary market (including but not limited to block trading, centralized bidding, etc.).
After the implementation of the employee stock ownership, the total number of shares held by all effective employee stock ownership plans of the company will not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the rights and interests of a single employee will not exceed 1% of the total shares of the company.
6. Duration and lock up period of the ESOP: the duration of the ESOP is 48 months, calculated from the date when the company announces the last transfer of the subject stock to the name of the ESOP. The subject shares obtained by the employee stock ownership plan through non trading transfer and other methods permitted by laws and regulations will be unlocked by stages 12 months after the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, with a maximum locking period of 36 months.
7. According to the consent of the participants, the company entrusts Changjiang Endowment Insurance Co., Ltd. to implement and manage the employee stock ownership special collective group endowment security management product of Changjiang endowment enterprise.
8. The controlling shareholders of the company who are also the holders of the employee stock ownership plan and their persons acting in concert, actual controllers, directors, supervisors and senior managers voluntarily give up the voting rights of indirectly holding shares of the company due to their participation in the plan, only retain the dividend rights and investment beneficial rights of such shares, and promise not to hold any position on the Management Committee of the plan, Therefore, there is no concerted action arrangement or any concerted action plan between the ESOP and the controlling shareholders of the listed company and their persons acting in concert, directors, supervisors and senior managers.
9. After the board of directors of the company reviewed and approved the ESOP, the company issued a notice of convening the general meeting of shareholders to review the ESOP. The ESOP can be implemented only after it is reviewed and approved by the general meeting of shareholders of the company. The general meeting of shareholders to consider the ESOP will be held by combining on-site voting and online voting. The company provides online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders of the company can exercise their voting rights through the above system during online voting time, and related shareholders will avoid voting.
The employee stock ownership plan shall be implemented within six months after being approved by the general meeting of shareholders of the company.
10. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
1、 The purpose of the employee stock ownership plan 7 II. Basic principles 7 III. determination criteria and subscription of participants 7 IV. capital source, stock source, purchase price and scale 9 v. existence, change and termination of employee stock ownership plan 11 VI. management mode 14 VII. Selection and appointment of the trustee of the employee stock ownership plan and main terms of the agreement 18 VIII. Assets and investment of employee stock ownership plan 19 IX. accounting treatment of employee stock ownership plan 19 X. relationship and concerted action relationship involved in the employee stock ownership plan 20 Xi. Participation mode of employee stock ownership plan during company financing 21 XII. Disposal methods of ESOP rights and interests 21 XIII. Procedures for implementing employee stock ownership plan XIV. Other matters twenty-three
interpretation
The company, the company, 5I5J Holding Group Co.Ltd(000560) refers to 5I5J Holding Group Co.Ltd(000560) stock ownership plan, this plan, employee stock ownership refers to 5I5J Holding Group Co.Ltd(000560) phase II employee stock ownership plan, this employee stock ownership plan
The directors (excluding independent directors), supervisors and senior participants of the company participating in the second phase of the employee stock ownership plan refer to the managers, the 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
Employee stock ownership plan (Draft) refers to the 5I5J Holding Group Co.Ltd(000560) second phase employee stock ownership plan (Draft)
The underlying stock refers to the 5I5J Holding Group Co.Ltd(000560) stock purchased and obtained through legal means in this ESOP
Holder refers to the personnel participating in the employee stock ownership plan
The management committee refers to the permanent institution of the employee stock ownership plan, which is elected by the holders participating in the employee stock ownership plan through the general meeting of the holders
Asset management institution / Changjiang pension refers to Changjiang Pension Insurance Co., Ltd., the trustee of the employee stock ownership plan
Asset management products refer to the special collective group pension security management products of employee stock ownership of Changjiang pension enterprises
Company Law refers to the company law of the people’s Republic of China
Articles of association means the 5I5J Holding Group Co.Ltd(000560) articles of association
“Asset management product contract” refers to the “contract for the management of collective group pension security products for employee stock ownership of Changjiang pension enterprises”
General meeting means 5I5J Holding Group Co.Ltd(000560) general meeting of shareholders
Board of directors means the 5I5J Holding Group Co.Ltd(000560) board of directors
Board of supervisors refers to the 5I5J Holding Group Co.Ltd(000560) board of supervisors
Remuneration and assessment committee refers to the remuneration and assessment committee of 5I5J Holding Group Co.Ltd(000560) board of directors
CSRC refers to the China Securities Regulatory Commission and its dispatched offices
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
1、 Purpose of employee stock ownership plan
(I) strengthen confidence in development and improve corporate governance structure
Based on the confidence in the sustainable and stable development of the company in the future and the recognition of the value of the company, further improve the corporate governance structure and better promote the long-term, sustainable and healthy development of the company.
(II) establish a sharing mechanism and improve the incentive system
Improve the incentive system, improve the benefit sharing mechanism between workers and owners, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company. Advocate the concept of common and sustainable development of the company and employees. Employees share the development achievements of the company by creating value, fully mobilize the enthusiasm of employees, improve the cohesion and core competitiveness of the company, ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders. 2、 Basic principles
(I) principle of legal compliance
The implementation of the employee stock ownership plan, in strict accordance with the provisions of laws and administrative regulations to perform procedures, true, accurate, complete and timely implementation of information disclosure. No one shall use the ESOP to engage in securities fraud such as insider trading, illegal transfer of interests, manipulation of the securities market, etc.
(II) principle of voluntary participation
The implementation of the employee stock ownership plan follows the principle of independent decision and voluntary participation. The company will not force employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The holders of employee stock ownership plans are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors. 3、 Determination criteria and subscription of participants
(I) legal basis for determining participants
The holders of this ESOP are determined in accordance with the company law, securities law, guiding opinions, disclosure guidance No. 4 and other relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association.
All participants in this ESOP are required to work in the company or its holding subsidiaries, receive remuneration and sign labor contracts. The company’s employees participate in this ESOP in accordance with the principles of voluntary participation, legal compliance and risk bearing.
Those engaged in businesses that are competitive with 5I5J Holding Group Co.Ltd(000560) businesses, including part-time jobs or providing services, shall not be the participants of the employee stock ownership plan.
(II) the participants of this ESOP shall meet one of the following standards:
1. Directors (excluding independent directors), supervisors and senior managers of the company;
2. Middle and senior managers of the company and its holding subsidiaries;
3. The core business and technical backbone of the company and its holding subsidiaries.
(III) under any of the following circumstances, it cannot become a holder:
1. Being denounced or declared inappropriate by the stock exchange in the past three years;
2. Being administratively punished by the CSRC for major violations of laws and regulations in the past three years;
3. In the last three years, serious damage has been caused to the interests, reputation and image of the company due to the disclosure of state or company secrets, corruption, theft, embezzlement, bribery, dereliction of duty or dereliction of duty and other acts in violation of national laws and regulations, or acts in violation of public order, good customs, professional ethics and ethics;
4. Those who are not allowed to serve as directors, supervisors and senior managers of the company as stipulated in the company law; 5. Circumstances determined by the board of directors that it cannot become the holder of this ESOP;
6. Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of this ESOP.
(IV) list of holders and share distribution of this ESOP
The total number of employees participating in the ESOP is no more than 750, including 14 directors, supervisors and senior managers participating in the ESOP, including Xie Yong, Gao Xiaohui, he Yang, LV Hong, Dai Wenjuan, Chen Yigang, Liu Yang, Zhu Wei, Duan Mang, Xie Ping, Zheng Xiaohai, Hua Jiajun, Liu Bo and Xu Na. The final participants of the employee stock ownership plan are determined according to the actual contributions of the employee stock ownership plan. The corresponding equity shares and proportions of the holders are shown in the table below:
The share to be subscribed accounts for the upper limit of the share to be subscribed
holder
