Securities code: 002488 securities abbreviation: Zhejiang Jingu Company Limited(002488) Zhejiang Jingu Company Limited(002488)
Phase I employee stock ownership plan
(Draft)
Zhejiang Jingu Company Limited(002488)
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 ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1. It is uncertain whether the “Employee Stock Ownership Plan” (hereinafter referred to as “Employee Stock Ownership Plan”) can be implemented after the “0028}” or “Employee Stock Ownership Plan” of the company (hereinafter referred to as “Employee Stock Ownership Plan”) is approved by the general meeting of shareholders. 2. The specific capital source, contribution proportion and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed.
3. If the employee subscription ratio is low, there is a risk that the employee stock ownership plan cannot be established; If the subscription funds of employees are insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale.
4. The company will disclose relevant progress in the future according to the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1. The Zhejiang Jingu Company Limited(002488) phase I employee stock ownership plan (Draft) is in accordance with 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, the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 1 – Guidelines for the standardized operation of listed companies on the main board and other relevant laws Formulate administrative regulations, rules, normative documents and the provisions of the Zhejiang Jingu Company Limited(002488) articles of association.
2. The employee stock ownership plan follows the principles of independent decision of the company, voluntary participation of employees and risk bearing, and there is no case of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
3. The participants of the employee stock ownership plan are the company’s directors (excluding independent directors), supervisors, senior managers, middle and senior managers and business backbone personnel. The total number of employees to participate in the ESOP shall not exceed 179 (excluding the reserved part and reserved proxy holders), including 7 directors, supervisors and senior managers. The specific number of participants will be determined according to the actual contributions of employees.
4. The capital source of the employee stock ownership plan is the legal salary of employees, self raised funds and other methods permitted by laws and administrative regulations. The employee stock ownership plan is established with its own funds, and the company will not provide advance, guarantee, loan and other financial assistance to the holders in any way.
5. The stock source of the employee stock ownership plan is the shares repurchased in the company’s special account for repurchase. As of March 28, 2019, the company’s repurchase has been completed. The total amount of repurchase funds is RMB 261716802.8 (including transaction costs). The lowest price of stock repurchase is RMB 6.19/share, the highest price is RMB 7.41/share, and the average repurchase price is RMB 6.77/share, The number of repurchased shares is 38647308 shares, accounting for about 3.86% of the company’s current total share capital (1001914821 shares).
The employee stock ownership plan will obtain the company’s shares held in the company’s special securities repurchase account through non trading transfer and other ways permitted by laws and regulations within 6 months after the deliberation and approval of the general meeting of shareholders. At present, there is still uncertainty about the purchase of the final underlying shares. The final number of shares held shall be subject to the actual implementation, and the company will make a timely disclosure and announcement.
6. The price of the subject stock transferred by the holder of the employee stock ownership plan is 3.39 yuan / share, which is not less than 50% of the average share repurchase price (6.77 yuan / share) of the company. When the ESOP is established, the total capital does not exceed 131014374 yuan. The “share” is taken as the subscription unit, and each share is 1.00 yuan. The upper limit of the number of shares of the ESOP is 131014374. The specific shares held by the holders of the employee stock ownership plan are determined according to the actual payment of employees, and the payment time is uniformly notified and arranged by the company.
(1) Explanation on the rationality of ESOP pricing
In view of the company’s future development plan and strategic objectives, in order to promote the sustained, stable and rapid development of the company’s core business, ensure the steady progress and timely production of avatar low-carbon wheel project, and then promote the long-term, sustainable and healthy development of the company, the company needs to further establish a long-term incentive mechanism for the whole company, stabilize and spur the core operation and management team, and strengthen the management team The core backbone has a sense of responsibility and mission for the development of the company, fully mobilize the enthusiasm and creativity of the backbone, and further enhance the development vitality of the company.
The employee stock ownership plan is a further attempt of the company to establish a long-term incentive system and optimize the employee salary structure. It fully considers the risks of the capital market and the investment ability of the participants in the plan, sets up performance assessment indicators at the company level and individual level with both accessibility and challenge, and puts forward requirements for the creation of employees’ personal value. On the basis of law and compliance, realizing the incentive of this part of core employees with low incentive cost can fully mobilize the enthusiasm of incentive objects, truly improve the work enthusiasm and sense of responsibility of incentive objects, effectively unify the interests of incentive objects and the company and its shareholders, so as to promote the reliable realization of incentive objectives.
The purchase price of repurchased shares in the employee stock ownership plan is 3.39 yuan / share. The price is determined by the company taking into account the employee’s willingness to contribute and the flexibility of subsequent performance evaluation. It also sets the lock-in period of the employee stock ownership plan and defines the performance evaluation conditions of the company and individuals that need to be met to unlock it. Therefore, the price setting is reasonable on the basis of referring to the operation of the company and the development of the industry, taking into account that the employee stock ownership plan needs to realize the purpose of reasonable incentive effect on the participants at a reasonable cost, fully mobilizing the enthusiasm of the incentive object and fully considering the restraint mechanism for the employees.
(2) The pricing of employee stock ownership plan is in line with the principle of risk bearing
The maximum lock-in period of this ESOP is 24 months, calculated from the date when the company announces the transfer of the last underlying stock to the name of the ESOP. During the lock-in period of the employee stock ownership plan, the incentive object needs to pay the principal and bear the liquidity risk first, and the shares held in the employee stock ownership plan can be unlocked only when the above unlocking conditions are met. In addition, the company’s share price is affected by the fluctuation of the secondary market, and the profit situation after the expiration of the lock-in period cannot be specifically determined. The company has not set up actual disclosure or guarantee terms, nor made relevant commitments.
The participants of the employee stock ownership plan have fully considered their own risk tolerance, and there is no situation of forced employees to participate in the employee stock ownership plan such as apportionment and forced distribution. This employee stock ownership plan fully embodies the principle of risk bearing stipulated in the guiding opinions.
7. 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 of employee stock ownership plan held 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 the holder before the listing of the company’s initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive.
8. The duration of the employee stock ownership plan is 60 months, calculated from the date when the general meeting of shareholders deliberates and approves the employee stock ownership plan and the employee stock ownership plan is established. The subject shares obtained by the employee stock ownership plan are unlocked in two phases. The unlocking time points are 12 months and 24 months from the date when the company announces the last transfer of the subject shares to the name of the employee stock ownership plan. The proportion of the subject shares unlocked in each phase is 70% and 30% respectively. The specific unlocking proportion and quantity of each year are calculated and determined according to the assessment results of the holders.
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 individual income tax to be paid by the holder due to the implementation of the employee stock ownership plan shall be borne by the holder himself.
10. The holders of the employee stock ownership plan voluntarily give up the voting right of indirectly holding the company’s shares due to participating in the employee stock ownership plan, and only retain the dividend right and investment income right of these shares.
11. Before implementing the ESOP, the company will solicit the opinions of employees through the employee congress. After the draft of the employee stock ownership plan is prepared and approved by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation, and the board of directors shall be authorized to implement it after being approved by the general meeting of shareholders.
12. During the duration, the employee stock ownership plan shall be managed by the company itself. The ESOP has a management committee to exercise shareholders’ rights other than dividend rights and investment income rights on behalf of the ESOP, and carry out daily management of the ESOP.
13. The shareholders’ meeting of the company to review the employee stock ownership plan will be conducted by combining 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, and count and publicly disclose the votes of small and medium-sized investors separately, Shareholders can exercise their voting rights through the above system during online voting time.
14. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
interpretation…… Chapter I General Provisions Chapter II participants, determination criteria and holders of ESOP Chapter III capital source, stock source, purchase price and scale of employee stock ownership plan 12 Chapter IV duration and lock-in period of the ESOP Chapter V evaluation criteria of employee stock ownership plan Chapter VI management mode of employee stock ownership plan 20 Chapter VII relationship and concerted action relationship involved in employee stock ownership plan Chapter VIII accounting treatment of employee stock ownership plan and its impact on operating performance 27 Chapter IX participation mode of current employee stock ownership plan during company financing 28 Chapter X change and termination of employee stock ownership plan and distribution and disposal of rights and interests held by holders during the duration 29 Chapter XI asset composition of employee stock ownership plan and disposal of shares held by the holder after the expiration of its duration Chapter XII procedures for implementing the employee stock ownership plan 34 Chapter XIII other important matters thirty-five
interpretation
In this employee stock ownership plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Zhejiang Jingu Company Limited(002488) / company / the company / listed company refers to Zhejiang Jingu Company Limited(002488)
Company stock refers to Zhejiang Jingu Company Limited(002488) common stock
The draft plan, the draft employee stock ownership plan
Refers to the Zhejiang Jingu Company Limited(002488) phase I employee stock ownership plan (Draft)
Draft employee stock ownership plan / employee stock ownership plan / this stock ownership plan
Refers to Zhejiang Jingu Company Limited(002488) phase I employee stock ownership plan
/Current ESOP / current ESOP
Participants, participants and holders refer to the employees of the company participating 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 management measures refer to the management measures for Zhejiang Jingu Company Limited(002488) phase I employee stock ownership plan
Subscription agreement of employee stock ownership plan refers to the subscription agreement of Zhejiang Jingu Company Limited(002488) employee stock ownership plan
The underlying stock refers to Zhejiang Jingu Company Limited(002488) A shares obtained under this shareholding plan
Securities account refers to the special securities account opened by the stock holding plan for the securities holders in the registration and Clearing Company
All represent and include the shares and shares, assets, equity and income of the shareholding plan of each year owned by the participants of the shareholding plan
Corresponding assets, equity, income, etc
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
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
Articles of Association
