Securities code: Titan Wind Energy (Suzhou) Co.Ltd(002531) securities abbreviation: Titan Wind Energy (Suzhou) Co.Ltd(002531) Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd
Phase II employee stock ownership plan
(Draft)
March 2022
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 its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1. Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. phase II ESOP will be implemented after being deliberated and approved by the general meeting of shareholders of the company, but there is uncertainty about whether it can be approved by the general meeting of shareholders of the company and whether it can achieve the scale and objectives of the plan.
2. The specific capital source, contribution amount 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 subscription fund of employees is low, there is a risk that the ESOP 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 stock price is affected by many complex factors such as the company’s operating performance, industry development, macroeconomic cycle and investor psychology. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it.
Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. 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 second phase employee stock ownership plan (Draft) of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. (hereinafter referred to as “draft employee stock ownership plan”) refers to Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. (hereinafter referred to as ” Titan Wind Energy (Suzhou) Co.Ltd(002531) ” or “company”) in accordance with the company law of the people’s Republic of China and 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 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations, rules, normative documents and the provisions of the articles of association.
2. The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no situation of forced employees to participate in the stock ownership plan such as apportionment and forced distribution.
3. The participants of the employee stock ownership plan are: Directors (excluding independent directors), supervisors and senior managers of the company (including holding subsidiaries); The total number of officially employed core and backbone employees and other officially employed employees nominated by the president of the company and the presidents of all business divisions and approved by the chairman of the company shall not exceed 150. The specific list of participants shall be reviewed and confirmed by the board of directors and verified by the board of supervisors, and shall be determined according to the actual payment of the employee stock ownership plan.
4. When the ESOP is established, the total amount of funds planned to be raised shall not exceed 250 million yuan, with “shares” as the subscription unit, and each share is 1 yuan. The specific amount and share of ESOP holders shall be determined according to the actual contribution amount. According to the calculation of the closing price of 20.18 yuan / share on the day when the company held the board of directors, the total number of subject shares that can be purchased and held by the employee stock ownership plan does not exceed 12.38 million shares, that is, it does not exceed 0.69% of the total existing share capital of the company as of the date of promulgation of this draft. The final number of shares held shall be subject to the actual implementation.
5. The funds of the employee stock ownership plan come from the legal salary of employees, self raised funds and funds (if any) raised by the employee stock ownership plan through financing methods allowed by laws and administrative regulations, in which the proportion of external financing amount to employee self raised funds shall not exceed 1:1. The capital leverage ratio complies with the relevant provisions of the guiding opinions on regulating the asset management business of financial institutions (Yin Fa [2018] No. 106). Whether the shareholding plan applies for financing from external financial institutions and the financing amount are uncertain, and the actual payment amount and the final implementation plan shall prevail. The company does not provide financial assistance to employees or guarantee their loans, and the employee stock ownership plan does not withdraw incentive funds from listed companies.
6. Stock source of the employee stock ownership plan: the shares involved in the employee stock ownership plan are planned to be purchased in the secondary market (including but not limited to block trading, bidding trading, etc.) or other ways permitted by laws and regulations. The purchase of this ESOP will be completed within 6 months after it is deliberated and approved by the general meeting of shareholders of the company. 7. In order to strengthen the long-term incentive effect on core employees and realize the co creation and sharing between the company and employees, Mr. Yan junxu, the actual controller of the company, provides breakeven guarantee for the principal of employees participating in the employee stock ownership plan (excluding the interest of external financing amount).
8. After the draft of the employee stock ownership plan is approved by the general meeting of shareholders, if the asset management organization is entrusted for management, the board of directors shall select an appropriate asset management organization for management and establish a corresponding asset management plan for management. If there is no cooperation with any management organization, the employee stock ownership plan will be managed by the company itself.
9. The duration of the employee stock ownership plan is 36 months, which is calculated from the date when the company announces the completion of the last purchase of the underlying shares. It can be terminated or extended in advance after performing the procedures specified in the draft. The lock-in period of the underlying shares held by the employee stock ownership plan is 12 months, calculated from the date when the company announces the completion of the last purchase of the underlying shares.
10. Before the implementation of the employee stock ownership plan, the company will solicit the opinions of employees through the employee congress. After the company’s board of directors deliberates and approves the ESOP, it will issue a notice of convening the general meeting of shareholders and submit it to the general meeting of shareholders for deliberation. The ESOP can be implemented only after being approved by the general meeting of shareholders of the company. The shareholders’ meeting of the company to review the employee stock ownership plan adopts the combination of on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange, and shareholders can exercise their voting rights through the above system during online voting time. Related shareholders will abstain from voting.
11. 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 employee stock ownership plan shall be borne by the employees themselves.
12. After the implementation of the employee stock ownership plan, the company’s equity distribution will not meet the requirements of listing conditions.
catalogue
interpretation…… 7 I. purpose and significance of employee stock ownership plan 8 II. Basic principles of employee stock ownership plan 9 III. participants and determination criteria of employee stock ownership plan IV. capital source, stock source and scale of employee stock ownership plan 12 v. duration and lock-in period of employee stock ownership plan 14 VI. participation mode of employee stock ownership plan during company financing 15 VII. Disposal measures for shares held by employees after the expiration of the employee stock ownership plan 16 VIII. Change, termination and continuous information disclosure of employee stock ownership plan 17 IX. disposal of ESOP interests 18 X. management mode of employee stock ownership plan 21 Xi. Procedures for the implementation of employee stock ownership plan 288 XII. Taxes and expenses to be borne by the employee stock ownership plan 299 XIII. Relationship between ESOP and concerted action 30 XIV. Other important matters three hundred and eleven
interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Titan Wind Energy (Suzhou) Co.Ltd(002531) , the company and the company refer to Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd
Employee stock ownership plan and this employee stock ownership plan refer to the second phase of employee stock ownership plan of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd
The draft employee stock ownership plan and this draft plan refer to the second phase employee stock ownership plan (Draft) of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd
Holder refers to the object participating in the employee stock ownership plan
Holder’s meeting refers to the meeting of holders of the employee stock ownership plan
Management Committee refers to the Management Committee of the employee stock ownership plan
Measures for the administration of employee stock ownership plan and measures for the administration of employee stock ownership plan of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. phase II
The underlying stock refers to Titan Wind Energy (Suzhou) Co.Ltd(002531) stock
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
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
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
Standardized operation of listed companies on the main board refers to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board
The articles of association refers to the articles of association of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd
Note: in the draft plan, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
1、 Purpose and significance of employee stock ownership plan
The company has formulated the draft of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, standardized operation of companies listed on the main board and other relevant laws, administrative regulations, rules, normative documents and the articles of association.
The purpose and significance of the company’s establishment of employee stock ownership plan are:
(I) establish and improve the long-term benefit co construction and sharing mechanism between workers and owners, which is conducive to maximizing the value of the company and shareholders, and realizing the harmonious unity of value creation, value discovery and value distribution;
(II) it is conducive to enhance the attractiveness and cohesion of the company, gather excellent talents to join through the traction of strategic objectives and institutional mechanisms, and improve the core competitiveness of the company;
(III) it is conducive to further improving corporate governance and promoting the sustainable, healthy and efficient development of the company.
2、 Basic principles of employee stock ownership plan
(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 employee stock ownership plan 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 principle of independent decision of the company and voluntary participation of employees. The company does not force 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.
3、 Participants and determination criteria of employee stock ownership plan
(I) scope of participants of employee stock ownership plan
The participants of the ESOP are: (1) directors (excluding independent directors), supervisors and senior managers of the company (including holding subsidiaries); (2) The core and key employees of the company who are officially in charge; (3) Other formal employees nominated by the president of the company and the president of each business division and approved by the chairman of the company.
Under any of the following circumstances, they cannot become participants:
(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, the company’s interests, reputation and image have been seriously damaged 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 in violation of public order and good customs, company rules and regulations, professional ethics and ethics;
(4) Those who are nominated by the president of the company and the presidents of all business divisions and approved by the chairman of the company cannot become the holders of the employee stock ownership plan;
(5) Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of the employee stock ownership plan.
(6) Employees whose annual performance in the previous year was grade D or grade C for two consecutive years.
(7) No non competition agreement has been signed with the company. (II) legal standards for determining the participants of employee stock ownership plan
1. Comply with the requirements of relevant laws and regulations such as the company law, the securities law, the guiding opinions, the standardized operation of listed companies on the main board and so on.
