Securities abbreviation: Suning Universal Co.Ltd(000718) securities code: 000718 Suning Universal Co.Ltd(000718)
Employee stock ownership plan in 2022
February, 2002
statement
The company and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the employee stock ownership plan, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. The main terms of this plan are consistent with the draft employee stock ownership plan and its summary announced by the company on January 29, 2022.
Risk statement
(I) Suning Universal Co.Ltd(000718) (hereinafter referred to as ” Suning Universal Co.Ltd(000718) ” or “the company”) the 2022 employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan”) can be implemented only after being approved by the general meeting of shareholders of the company. It is uncertain whether the employee stock ownership plan can be approved by the general meeting of shareholders of the company.
(II) the contribution amount, estimated scale and specific implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed. If the employee’s subscription share is insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale or cannot be established.
(III) the stock price is affected by the company’s operating performance, macroeconomic cycle, international / Chinese political and economic situation, investor psychology and other complex factors. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it.
(IV) the performance evaluation indicators set by the investor for the employee stock ownership plan only represent the reasonable performance prediction of the third party. Investors should keep a clear understanding of this and pay attention to investment risks.
(V) investors are kindly requested to make prudent decisions and pay attention to investment risks.
hot tip
The abbreviations of words in this part are consistent with the “interpretation”.
1. The employee stock ownership plan for Suning Universal Co.Ltd(000718) 2022 is based on relevant laws, administrative regulations and rules, such as 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 the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Preparation of normative documents and the provisions of the articles of association. 2. The employee stock ownership plan follows the principles of legal compliance, voluntary participation and risk bearing, and there is no situation of compulsory employee participation in the employee stock ownership plan such as apportionment and forced distribution.
3. The objects participating in the employee stock ownership plan include directors (excluding independent directors), supervisors, senior managers and key employees (hereinafter referred to as “holders”) of the company (including holding subsidiaries), including key employees of the company’s biomedical technology sector (including medical beauty). At the initial establishment, the total number of holders shall not exceed 80. The specific number and list of participants will be determined according to the selection and distribution of the company and the actual participation of employees.
4. The capital source of the employee stock ownership plan is the self raised capital of employees, the special fund of the stock ownership plan withdrawn and other ways permitted by law. The capital scale of the employee stock ownership plan shall not exceed 75 million yuan. The ratio of self raised funds of employees to the special fund withdrawn by the company is 7:3. The specific amount shall be determined according to the actual contribution and withdrawal amount.
The company will measure and account the special funds withdrawn according to relevant laws and regulations, and the special funds withdrawn in the current year will be included in the management expenses according to the accrual basis.
5. The stock source of the ESOP is Suning Universal Co.Ltd(000718) A-share common stock repurchased by the company’s special account for repurchase. The shareholding scale does not exceed 60 million shares, and the upper limit of shareholding scale accounts for 1.98% of the total share capital of the company on the date of announcement of the draft ESOP. After the ESOP is approved by the general meeting of shareholders of the company, the shares in the special securities account for repurchase will be transferred to the ESOP through non trading transfer and other ways permitted by laws and regulations. The specific implementation of the company’s repurchase plan is as follows:
On November 6, 2018, the company held the 11th meeting of the 9th board of directors to review and approve the plan on repurchasing the company’s shares. It plans to use its own funds to repurchase part of the company’s A-share social public shares in the form of centralized competitive trading, all of which will be used to implement the employee stock ownership plan or share incentive plan, In 2018, the company issued the announcement on the completion of the implementation of share repurchase of the company. The cumulative number of shares repurchased by the company through centralized bidding is 287774577, accounting for about 9.4830% of the total share capital of the company. The maximum transaction price is 4.19 yuan / share, the minimum transaction price is 3.11 yuan / share, and the total amount paid is 999909911.88 yuan (excluding transaction costs).
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 share rights and interests obtained by a single employee 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 IPO of the company, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
6. The purchase price of the repurchased shares of the employee stock ownership plan is 1.25 yuan / share, and the purchase price is no less than 30% of the average trading price of 4.09 yuan / share of the company’s shares on the trading day before the date of the board of directors considering the employee stock ownership plan.
7. If the company’s share ownership plan is approved at the general meeting of shareholders, the last period of the company’s share ownership plan will be 12 months from the date of approval of the company’s share ownership plan in 2028 {0002}, and the employee ownership plan will last for more than 12 months. After the lock-in period expires, the ownership of the stock rights and interests held by the employee stock ownership plan will be calculated and determined according to the achievement of the company’s performance appraisal and the individual performance appraisal results of the holder.
The employee stock ownership plan will be terminated automatically after the expiration of its duration, or the duration of the employee stock ownership plan can be extended one month before the expiration of its duration, with the consent of more than 2 / 3 (including) shares held by the holders at the shareholders’ meeting and submitted to the board of directors of the company for deliberation and approval.
8. The employee stock ownership plan will be managed by the company itself, and an employee stock ownership plan management committee will be established as the manager of the stock ownership plan to exercise shareholder rights on behalf of the employee stock ownership plan. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of ESOP holders. During the duration of the shareholding plan, the management committee may hire relevant professional institutions to provide management, consulting and other services for the daily management of the shareholding plan. 9. The financial and accounting treatment and taxation of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant personal income tax paid by employees due to the implementation of the stock ownership plan shall be borne by the employees themselves.
10. After the board of directors of the company reviews and approves the ESOP, the company will issue a notice of convening the general meeting of shareholders to review the ESOP. The ESOP can be implemented only after it is approved by the general meeting of shareholders of the company. The shareholders’ meeting of the company to review the employee stock ownership plan will adopt the combination of on-site voting and online voting. The company will provide online voting platform for shareholders of the company through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. Shareholders can exercise their voting rights through the above system during online voting time. The ESOP can be implemented only after being deliberated and approved by the general meeting of shareholders.
11. There is no concerted action relationship between the ESOP and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
12. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Declare that 2 risk tips 3 special tips 4 interpretation 8 I. purpose of employee stock ownership plan 9 II. Basic principles of employee stock ownership plan 9 III. determination basis and scope of ESOP holders 9 IV. capital source, stock source, scale and purchase price of employee stock ownership plan 11 v. duration, lock-in period, performance evaluation and unlocking arrangement of employee stock ownership plan 13 VI. management organization and management mode of employee stock ownership plan 16 VII. Participation mode of employee stock ownership plan during the company’s financing during the duration 16 VIII. Rights and obligations of the company and its holders 16 IX. management mode of employee stock ownership plan 18 X. asset composition and equity distribution of employee stock ownership plan 23 Xi. Change and termination of employee stock ownership plan and disposal of holder’s rights and interests XII. Disposal measures after the expiration of the employee stock ownership plan 24 26 XIII. Accounting treatment of employee stock ownership plan 27 XIV. Procedures for the implementation of employee stock ownership plan 27 XV. Description of association relationship and concerted action relationship 28 XVI. Other important matters twenty-nine
interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows: Suning Universal Co.Ltd(000718) / company / the company / the company refers to Suning Universal Co.Ltd(000718) city company
This employee stock ownership plan / this stock holding index Suning Universal Co.Ltd(000718) 2022 employee stock ownership plan
plan
This draft employee stock ownership plan / this refers to the draft of Suning Universal Co.Ltd(000718) 2022 employee stock ownership plan (Draft)
The Management Office of employee stock ownership plan refers to the measures for the management of employee stock ownership plan in Suning Universal Co.Ltd(000718) 2022
Holder refers to the personnel participating in the employee stock ownership plan, that is, the directors (excluding independent directors), supervisors, senior managers and key employees of the company (including holding subsidiaries)
Holder’s meeting refers to the meeting of holders of the employee stock ownership plan
Management Committee / Management Committee refers to the Management Committee of the employee stock ownership plan
Suning Universal Co.Ltd(000718) shares and company shares refer to Suning Universal Co.Ltd(000718) A shares of common stock
From the date when the draft of the employee stock ownership plan is deliberated and approved by the general meeting of shareholders of the company and the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, the duration refers to the date when all the shares of the company held by the employee stock ownership plan are sold, And the assets of the employee stock ownership plan are liquidated and distributed in accordance with the provisions of the employee stock ownership plan
It refers to the period during which the company’s shares held by the employee stock ownership plan cannot be sold, which is calculated from the date when the draft employee stock ownership plan is considered and approved by the company’s general meeting of shareholders and the company announces the transfer of the last subject stock to the name of the employee stock ownership plan
The underlying stock refers to the Suning Universal Co.Ltd(000718) A-share common stock purchased and held by the employee stock ownership plan through legal means
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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
Self regulatory guideline No. 1 refers to the self regulatory guideline No. 1 for listed companies of Shenzhen Stock Exchange – standardized operation of listed companies on the main board
Articles of association means the Suning Universal Co.Ltd(000718) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
In this paper, if the total number is inconsistent with the mantissa of the sum of each sub item value, it is caused by rounding.
The company has formulated the draft of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, self regulatory guidance No. 1 and other relevant laws, administrative regulations, rules, normative documents and the articles of association.
1、 Purpose of employee stock ownership plan
(I) further improve the corporate governance structure, build a short-term, medium-term and long-term incentive and restraint system, effectively combine the interests of shareholders, the company and employees, and promote all parties to pay common attention to the long-term development of the company.
(II) the implementation of this ESOP is an important stage for the company to achieve strategic development. It is necessary to further improve the initiative, cohesion and creativity of the management team, especially the key employees, so as to form and maintain the company’s lasting competitive advantage in the industry. While the company is developing continuously, it needs to be led by the assessment and distribution system of benefit sharing to realize the common development of the company and employees and create more efficient and more holding returns for shareholders. 2、 Basic principles of employee stock ownership plan
(I) principle of legal compliance
The company implements the employee stock ownership plan and performs the procedures in strict accordance with the provisions of laws and administrative regulations
