Chongqing Trust Polaris Bay Group Co.Ltd(600155) phase II employee stock ownership plan single fund trust contract
Chongqing Trust (XT) Zi No. 2205007
CITIC registration: zxd33c202201100059417
This contract solemnly declares that:
The trustee shall exercise due diligence in the management of the trust property and perform the obligations of honesty, credibility, prudence and effective management. The risks arising from the trustee’s management of the trust property in accordance with the trust contract shall be borne by the trust property. If the trustee manages the trust affairs in violation of the trust contract and causes losses to the trust property, the trustee shall be liable for compensation within the limit of its inherent property; In case of insufficient compensation, the investor shall bear it. The parties to this contract are:
Client: Polaris Bay Group Co.Ltd(600155) (on behalf of ” Polaris Bay Group Co.Ltd(600155) ” phase II ESOP)
Plan “)
Legal representative: Tao Yongze
Contact: Jiang minfei
Tel: 010-66500840
Address: Block C, hengao center, Xicheng District, Beijing
Postal Code: 100033
Fax: 010-66500840
Trustee: Chongqing International Trust Co., Ltd
Legal representative: Weng Zhenjie
Address: No. 9-7, Jinshan Road, Longxi street, Yubei District, Chongqing
Postal Code: 401120
Contact: Tang Yubao, Wang Shen
Tel: 010-84556292; 010-84556277
Fax: 023-88892847
mail box: [email protected]. 、 [email protected].
In accordance with the provisions of the trust law of the people’s Republic of China, the measures for the administration of trust companies and other relevant laws and regulations, the parties to this contract have reached an agreement on the matters related to the establishment of the trust entrusted by the trustor and the trustee through friendly negotiation on the basis of equality, voluntariness, mutual benefit and good faith, and hereby sign this contract to abide by it.
Article 1 interpretation
Unless the context otherwise requires, the following words have the following meanings:
1. Client: refers to the legal person Polaris Bay Group Co.Ltd(600155) with full civil capacity and meeting the conditions of qualified investors specified in relevant laws and regulations (instead of ” Polaris Bay Group Co.Ltd(600155) phase II Employee Stock Ownership Plan”), ” Polaris Bay Group Co.Ltd(600155) phase II Employee Stock Ownership Plan” refers to the employee stock ownership plan implemented by Polaris Bay Group Co.Ltd(600155) in the second employee stock ownership plan (Draft) announced on December 24, 2019 and subsequently revised.
2. Trustee: Chongqing International Trust Co., Ltd. (hereinafter referred to as “Chongqing Trust”).
3. Beneficiary: refers to the legal person who enjoys the beneficial right of the trust or other forms in compliance with the law. The trustor of this trust is the only beneficiary under the trust contract signed by the trustor and the trustee.
4. Fund trust: it refers to the behavior that the trustor entrusts the legally owned funds to the trustee based on the trust of the trustee, and instructs the trustee to manage, use and dispose of the funds in his own name for the benefit of the beneficiary according to the wishes of the trustor. 5. Trust property: the property acquired by the trustee due to his commitment to the trust is trust property. The property acquired by the trustee due to the management, use, disposal or other circumstances of the trust property shall also be included in the trust property.
6. Trust Fund (trust principal): refers to the fund delivered to the trustee by the trustor when establishing this trust.
7. Phase n Trust: this trust can be established by stages. If it is established by stages, the trust fund aggregate can be divided into several trust aggregates according to the time of trust funds delivered by the trustor, which are called phase 1, phase 2… Phase n trust respectively. Each trust shall be accounted for independently, and the trust income shall be calculated from the date of establishment of the trust. The trust is established from the date of establishment of the first trust. The establishment time of each trust shall be subject to the announcement of the trustee. The termination of any period of trust under the trust does not affect the survival of the trust. When each period of trust under the trust is terminated, the trust is terminated.
8. Trust documents: Chongqing Trust Polaris Bay Group Co.Ltd(600155) phase II employee stock ownership plan single fund trust contract, statement of trust fund management and use risk, statement of trust property legitimacy, and other documents related to the trust.
9. Trust unit: the trust beneficiary right under the trust is divided into trust units with equal shares, and the trust beneficiary right for each yuan of trust fund is one trust unit. The trust units under this trust are divided into phase 1 trust units, phase 2 trust units… Phase n trust units.
10. Total number of trust units: refers to the total number of trust units held by the beneficiary under the trust during the duration of the trust. 11. Total value of trust property: refers to the total value of various forms of trust property under the trust calculated by the trustee and the custodian according to the valuation method agreed in the trust contract and custody agreement. The total value of trust property shall be calculated to the second decimal place (i.e. to 0.01 yuan) and rounded to the third decimal place.
12. Net value of trust property: refers to the balance of the total value of trust property minus various trust related taxes and expenses (excluding performance remuneration) that should be borne by the trust property. The calculation of the net value of trust property shall be accurate to the second decimal place (i.e. accurate to 0.01 yuan), and the third decimal place shall be rounded.
13. Net value of trust units: the net value of trust units on day t is the ratio of the net value of trust property on day t to the total number of trust units. Its calculation is accurate to the fourth digit after the decimal point (i.e. accurate to 0.0001 yuan), and the fifth digit after the decimal point is rounded. The calculation formula is: net value of trust units on day t = net value of trust property on day t / total number of trust units.
14. Trust beneficial right: refers to the right of the beneficiary to obtain the trust benefits in accordance with the provisions of the trust documents, including but not limited to the right to obtain the trust benefits, the right to obtain the trust property at the termination of the trust, and other rights agreed in the trust documents. 15. Trust property special account / custody account: the trust custody account opened by the trustee at the custodian for receiving, custody, management, use and disposal of trust property.
16. Polaris Bay Group Co.Ltd(600155) : refers to Polaris Bay Group Co.Ltd(600155) .
17. Underlying stock: refers to Polaris Bay Group Co.Ltd(600155) (Code: 600155. SH) circulating stock.
18. General partner (GP): refers to Guizhou Tonglu Enterprise Management Co., Ltd. (Unified Social Credit Code: 91520115ma7f06g521), hereinafter referred to as “Guizhou Tonglu”.
19. Subject limited partnership: refers to Guizhou peer enterprise management center (limited partnership) (SOCIAL unified credit Code: 91520115ma7g2ct88w).
20. Partnership agreement: refers to the partnership agreement of Guizhou peer enterprise management center (limited partnership) signed by the trustee and the general partner (GP) Guizhou Tonglu Enterprise Management Co., Ltd., as well as any effective amendments and supplements thereto.
21. Custody agreement: refers to the custody agreement of Chongqing Trust {6000155} phase II employee stock ownership plan single fund trust signed by the trustee and China Merchants Bank Co.Ltd(600036) Chongqing branch with the number of Chongqing Trust [BG] Zi No. 20220092, as well as any effective amendments and supplements thereto.
22. Working day: refers to the normal business day of financial institutions stipulated by the people’s Republic of China.
23. Valuation date: refers to the date on which the trustee and the custodian calculate and evaluate the total value of the trust property, the net value of the trust property, the net value of the trust unit, etc. The valuation date of the trust is the last day of each month.
24. Accounting date: refers to the 20th day of the last month of each natural year (i.e. December 20th) during the duration of the trust.
Article 2 purpose and type of trust
The trustor entrusts the legally owned funds to the trustee to establish a trust, and appoints the trustee to use 1% of the trust funds to subscribe for the trust industry guarantee fund, and the remaining trust funds to subscribe for the limited partner shares of the subject limited partnership established by Guizhou Tonglu as the general partner (GP). During the trust period, the trustee manages, applies, realizes and disposes of the trust property according to the instructions of the trustor / beneficiary, and obtains trust income for the beneficiary.
The trust is a private placement product, which is classified according to its investment nature and belongs to equity products. According to Article 4 of the guiding opinions on regulating the asset management business of financial institutions (YF [2018] No. 106, hereinafter referred to as the Guiding Opinions) and the relevant provisions of this Contract: the proportion of fixed income products invested in creditor’s rights assets shall not be less than 80%, and the proportion of equity products invested in stocks, unlisted equity and other equity assets shall not be less than 80%, The proportion of commodities and financial derivatives invested in commodities and financial derivatives shall not be less than 80%. Mixed products are invested in creditor’s rights assets, equity assets, commodities and financial derivatives, and the investment proportion of any asset does not meet the standards of the first three types of products. If the above proportion limit is exceeded due to the subjective factors of the trustee, the trustor / beneficiary shall actively cooperate with the trustee to adjust to meet the requirements within 15 trading days after the liquidity restricted assets can be sold, transferred or resumed trading.
Article 3 custodian of trust
The custodian of this trust is: China Merchants Bank Co.Ltd(600036) Chongqing Branch
Address of the custodian: No. 88, Xingguang Avenue, Beibu new area, Chongqing
Article 4 term of trust
The total term of the trust under this contract is 12 years, calculated from the date of establishment of the trust (i.e. the date when the trust funds agreed in paragraph 5 of Article 7 of this contract reach the special account of the trust property), i.e. from the date of establishment of the first trust under this trust to the date of termination of the last trust, The trust can be terminated or extended in advance according to the duration of Polaris Bay Group Co.Ltd(600155) phase II ESOP or the conditions agreed in this contract. During the duration of the trust, the duration of each trust is 10 years.
Article 5 confirmation of the trustor and the trustee
1. Confirmation of the trustee
(1) The trustee is a trust institution re registered with the approval of the competent authority of the state and holds the financial license of the people’s Republic of China (No.: k0051h250000001) issued by Chongqing regulatory bureau of Bank Of China Limited(601988) Industry Regulatory Commission. (2) The trustee is legally qualified to enter into this contract and has the civil capacity to engage in and participate in the establishment, management and related activities of the trust property under this contract without any restrictions.
2. Confirmation of the client
(1) The client voluntarily entrusts the legally owned funds to the trustee for management and use, and ensures that the legitimacy of its funds is not subject to any restrictions.
(2) The trustor is a qualified investor in compliance with the law and can identify, judge and bear the corresponding risks of the trust.
(3) This trust is a business management trust. Before the establishment of the trust, the trustor has conducted due diligence on the proposed investment and application objects of the trust, and is responsible for the due diligence. The trustee has the right to conduct independent due diligence on the legality and compliance of the trust project. However, the trustee’s due diligence on the trust project is not the basis for the trustor to invest in the trust. (4) The trustor does not achieve the illegal purpose by establishing a trust, evade supervision and seek illegal income. Otherwise, all the consequences arising therefrom shall be borne by the trustor.
(5) The client promises the authenticity, legality and validity of the above facts. In case of any false, improper or misleading, the client shall bear all the consequences and liabilities arising therefrom or possibly.
(6) The trustor has accepted the risk prompt from the trustee and confirmed that the trustor has corresponding investment experience and risk tolerance, and has a full understanding and understanding of the trust system and the risks faced by the trust.
Article 6 beneficiaries and beneficial rights of trust
1. When the trust under this contract is established, the trust beneficiary designated by the trustor is the trustor himself, and the beneficiary’s account is: opening bank:
Account Name:
account number:
2. The beneficiary shall enjoy the beneficial right of the trust from the date of establishment of the trust.
3. If the beneficiary changes during the duration of the trust, the beneficiary change registration shall be handled in accordance with the contract, otherwise it shall not be against the trustee (but if the change registration leads to a change in the purpose of the trust or there is a compliance risk in the trust, the beneficiary shall not be changed). And the rights and obligations of the trustor shall belong to the new beneficiary from the date of change of the beneficiary.
Article 7 trust property
1. The trust property under this contract refers to the trust fund delivered by the trustor to the trustee in accordance with this contract, as well as all assets and income derived from the management and use of the fund by the trustee after the trust is established.
2. Trust property includes but is not limited to one or more of the following:
(1) The trust funds obtained by the trustee as a result of accepting the trust;
(2) Property formed by the management, application or disposal of trust property;
(3) Property formed or acquired due to the loss, damage or other reasons of one or more of the foregoing properties.
3. The trust property is different from the inherent property of the trustee and exists independently. If the trustee is dissolved, revoked or declared bankrupt according to law, the trust property under this contract does not belong to its liquidation property.
4. For the management of trust property, the trustee guarantees to follow the principles of separate management and independent accounting, and ensure that the operation records of trust property are clear, comprehensive and accurate.
5. The total amount of trust funds delivered by the trustor to the trustee shall not exceed RMB 500 million (in words: RMB 500 million), which can be delivered by stages. The trustor shall deliver the first fund of not less than RMB 10 million (in words: RMB 10 million) within 20 working days from the date of signing this contract, Pay the above trust funds to the following account of the trustee (i.e. special account for trust property):
Account Name: Chongqing International Trust Co., Ltd
account number:
Bank of deposit:
6. The trust shall become effective from the date when the trustor transfers the trust funds to the special account of the trust property in accordance with the provisions of this treaty
