Zhejiang Jingu Company Limited(002488)
Management measures for phase I employee stock ownership plan
In order to standardize the implementation of the first phase of the employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan” or “Employee Stock Ownership Plan”) of Zhejiang Jingu Company Limited(002488) (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”) The guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) and other relevant laws, administrative regulations, rules, normative documents and the Zhejiang Jingu Company Limited(002488) articles of Association (hereinafter referred to as the “articles of association”) of the CSRC According to the provisions of Zhejiang Jingu Company Limited(002488) phase I employee stock ownership plan (Draft) (hereinafter referred to as “Employee Stock Ownership Plan (Draft)”), the measures for the administration of Zhejiang Jingu Company Limited(002488) phase I employee stock ownership plan (hereinafter referred to as “measures for the administration of Employee Stock Ownership Plan”) is hereby formulated.
Article 1 basic principles
(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. No one shall use the ESOP to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the independent decision of the company, and the employees participate voluntarily. The company does not force the 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 are responsible for their own profits and losses, bear their own risks and have equal rights and interests with other investors.
Article 2 job basis for determining participants
The participants of this ESOP shall meet one of the following criteria:
(I) directors (excluding independent directors), supervisors and senior managers of the company;
(II) middle and senior managers of the company (including wholly-owned or holding subsidiaries);
(III) personnel in key positions and key technical (business) personnel of the company (including wholly-owned or holding subsidiaries); Eligible employees shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
Article 3 capital source of employee stock ownership plan
The capital sources of the employee stock ownership plan are employees’ legal salary, self raised funds and other ways allowed by laws and regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the holder. The holder shall not accept loans or financing assistance from other enterprises with production and operation business dealings with the company. The employee stock ownership plan does not involve leveraged funds, and there are no arrangements for a third party to provide incentives, subsidies, subsidies, etc. for employees to participate in the stock ownership plan.
Article 4 stock source and scale of employee stock ownership plan
The stock source of the employee stock ownership plan is Zhejiang Jingu Company Limited(002488) a common shares repurchased by the company’s special account from October 23, 2018 to March 28, 2019. Within 6 months after the ESOP is deliberated and approved by the general meeting of shareholders of the company, it is proposed to transfer 38647308 shares of the underlying shares held in the company’s special securities repurchase account by means of non trading transfer and other laws and regulations. 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 obtained by a single employee shall not exceed 1% of the total share capital of the company. The total amount of funds raised by the employee stock ownership plan does not exceed 131014374 yuan. The “share” is taken as the subscription unit, and each share is 1 yuan. The upper limit of the number of shares of the employee stock ownership plan is 131014374.
During the period from the announcement date of the resolution of the board of directors to the date of the purchase of repurchased shares under the employee stock ownership plan, if the company has ex right and ex dividend matters such as the conversion of capital reserve into share capital, the distribution of shares or cash dividends, stock subdivision, stock reduction and so on, the number and transaction price of the underlying shares shall be adjusted accordingly.
Article 5 duration of employee stock ownership plan
The duration of the employee stock ownership plan shall not exceed 60 months. It shall be calculated from the date when the general meeting of shareholders deliberates and approves the employee stock ownership plan and the establishment of the employee stock ownership plan. After the expiration of the duration, it shall be terminated automatically. After it is deliberated and approved by the holder meeting in accordance with the measures for the administration of employee stock ownership plan and submitted to the board of directors of the company for deliberation and approval, The duration of the employee stock ownership plan can be terminated or extended in advance.
Article 6 lock up period of employee stock ownership plan
(I) 12 months from the date when the company announces the transfer of the last underlying stock to the name of the employee stock ownership plan is the legal lock-in period (including the reserved part). During the legal lock-in period, the employee stock ownership plan shall not buy or sell the company’s shares.
In order to effectively bind the long-term interests of the company and employees and reflect the consistency of interests between the company and employees, the underlying shares held under the employee stock ownership plan need to be unlocked in batches, as follows:
The first unlocking period: 12 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, the number of unlocked shares is 70% of the total subject stock held by the employee stock ownership plan; The total number of shares held by the company in the next month after the announcement is unlocked is 24% of the total number of shares held by the company in the next month. (II) during the lock-in period, when the capital reserve of the company is converted into share capital and stock dividends are distributed, the derived shares shall be locked together and shall not be sold in the secondary market or transferred in other ways. The lock-in period of these shares is the same as that of the corresponding shares.
(III) the relevant entities of the employee stock ownership plan must strictly abide by the market trading rules. The underlying shares held by the company shall not be traded in the company’s shares within 12 months from the date of the company’s announcement of the last transfer of the underlying shares to the name of the employee stock ownership plan. After 12 months, they shall abide by the provisions of no trading in shares in the information sensitive period. All parties shall not use the employee stock ownership plan for insider trading Securities fraud such as market manipulation. The above sensitive period refers to: 1. If the announcement date is delayed due to special reasons within 30 days before the announcement of the company’s periodic report, 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. From the date of occurrence of major events that may have a significant impact on the company’s stock trading price or the date of entering the decision-making procedure to 2 trading days after disclosure according to law;
4. Other periods prescribed by the CSRC and Shenzhen Stock Exchange;
5. Other circumstances under which the company’s shares may not be traded in accordance with laws and regulations.
(IV) the rationality and compliance of the lock-in period and unlocking arrangement of the employee stock ownership plan explain that the setting principle of the lock-in period and unlocking arrangement of the employee stock ownership plan is the equivalence of incentive and restraint. There is a partial discount in the transfer price of the employee stock ownership plan, so it will be unlocked in two phases after 12 months, with the unlocking proportion of 70% and 30% respectively.
The company believes that on the basis of legal compliance, the setting of the lock-in period can fully motivate employees and produce corresponding constraints on employees, so as to more effectively unify the interests of holders and shareholders of the company, achieve the purpose of the company’s employee stock ownership plan, and promote the further development of the company.
Article 7 change of employee stock ownership plan
During the duration of the employee stock ownership plan, the change of the employee stock ownership plan can be implemented only after the consent of more than 2 / 3 (including) shares held by the holders attending the holders’ meeting and submitted to the board of directors of the company for deliberation and approval. Article 8 termination of employee stock ownership plan
(I) the employee stock ownership plan will be automatically terminated upon expiration.
(II) if all the shares held before the expiration of the duration of the employee stock ownership plan are sold, the current employee stock ownership plan can be terminated in advance. Early termination shall not cause the duration of the employee stock ownership plan to be less than 12 months.
(III) if all the shares are not sold within 2 months before the expiration of the duration of the employee stock ownership plan, the employee stock ownership plan can be extended after the consent of more than 2 / 3 (including) of the voting rights held by the holders attending the shareholders’ meeting and submitted to the board of directors of the company for deliberation and approval.
Article 9 assessment method of Employee Stock Ownership Plan Period
1、 Company level performance assessment requirements
Determine the unlocking proportion of the ESOP in each unlocking period according to the growth proportion of operating income in each appraisal year. Assuming that the growth rate of each assessment year is x, the specific calculation method is as follows:
Unlocking period assessment objective (x) unlocking proportion company level coefficient (L)
In 2022, the operating revenue increased by 30% and 100% year-on-year
Above (including 30%)
In the first unlocking period, the operating revenue in 2022 increased by 20%, 70% and 90% year-on-year
To 30% (including 20% and excluding 30%)
In 2022, the operating revenue increased by 10% and 70% year-on-year
To 20% (including 10% and excluding 20%)
In 2023, the operating revenue increased by 30% and 100% year-on-year
Above (including 30%)
In the second unlocking period, the operating revenue in 2023 increased by 20%, 30% and 85% year-on-year
To 30% (including 20% and excluding 30%)
In 2023, the operating revenue increased by 10% and 65% year-on-year
To 20% (including 10% and excluding 20%)
2、 Performance assessment requirements at individual level
(1) Assessment indicators: the human resources department of the company will formulate the individual performance assessment scheme of all participants every year. The individual performance assessment scheme includes the key performance (KPI) assessment indicators and assessment standards of the participants. (2) Evaluation results and distribution coefficient: at the beginning of each year, the human resources department organizes relevant departments to carry out the performance evaluation of employees in the previous year, and determines the performance grade according to the employee evaluation score and the comprehensive evaluation results. The evaluation grades are as follows:
Individual level coefficient of assessment results (n)
Excellent 100%
Good 90%
Qualified 60%
Unqualified 0
Note: employees who are “unqualified” in the annual assessment can only get the lower of the sum of the contribution amount of unlocked shares in the corresponding year plus the loan interest of the people’s Bank of China in the same period and the sales income, and do not enjoy the income distribution of unlocked shares in the corresponding year. (3) After the unlocking shares of each period are realized, the distribution sequence and method are as follows: ① the capital contribution corresponding to the unlocking proportion of shares in the current period (the participants bear the interest of personal loan, if any); ② The bank loan interest of the participant whose assessment result is “unqualified” in the same period (if necessary); ③ The residual income is distributed among the participants whose appraisal grade is qualified or above according to the relative proportion of the share held multiplied by the distribution coefficient. The specific calculation method is as follows: if the number of shares held by an employee is m and the distribution coefficient is s, the amount of income distribution of the employee is:
If the residual income of item ③ is negative, the eligible participants will distribute the funds of item ② according to the proportion of their holding shares. If the realized funds are insufficient to pay the capital of item ①, all participants will distribute the capital contribution principal according to the proportion of their holding shares.
4. Application of assessment results
If the company’s performance assessment indicators in a certain assessment year of the shareholding plan fail to meet the standards, all holders will cancel the shares of the corresponding batch of shareholding plan, and the management committee will choose the opportunity to sell the underlying shares corresponding to the batch of shares after the expiration of the lock-in period, and return the lower value of the sum of the capital contribution plus the loan interest of the people’s Bank of China in the same period and the sale income to the holders, The remaining funds are allocated by the Management Committee (if any).
If the ownership of ESOP rights and interests cannot be completed due to the failure of the employee’s personal performance appraisal, the management committee shall choose the opportunity to sell the underlying shares corresponding to the batch of shares after the expiration of the lock-in period, and return the lower value of the sum of the capital contribution plus the loan interest of the people’s Bank of China in the same period and the sale income to the holder; The remaining funds are allocated by the management committee.
Article 10 rights and obligations of the holder
(I) the rights of the holder are as follows:
1. The holder of the employee stock ownership plan will waive the voting rights of indirectly holding the company’s shares due to participating in the employee stock ownership plan, including voting rights, voting rights and voting rights, and only retain the dividend rights and investment income rights of these shares;
2. Attend or appoint its agent to attend the shareholders’ meeting and exercise corresponding voting rights;
3. Enjoy the rights and interests of the plan in proportion to their shares;
4. Supervise the management of the plan and put forward suggestions or questions;
5. Other rights stipulated by laws and regulations.
(II) the obligations of the holder are as follows:
1. Pay the subscription funds according to the shares and methods of subscribing for the plan;
2. During the duration of the employee stock ownership plan, the shares of the employee stock ownership plan held by the holder shall not be transferred, used for mortgage, pledge, guarantee, debt repayment or other similar disposal;
3. Bear the risks of the plan according to the shares subscribed for the plan;
4. Other obligations stipulated by laws and regulations.
Article 11 functions and powers of the shareholders’ meeting
