Unisplendour Corporation Limited(000938)
First phase No. 1 Employee Stock Ownership Plan (Draft)
(subscription by non-public offering)
(first revision in 2002)
March, 2002
statement
The company and all members of the board of directors guarantee that the content of the employee stock ownership plan is true, accurate and complete without false records, misleading statements or major omissions.
hot tip
1. Unisplendour Corporation Limited(000938) (hereinafter referred to as ” Unisplendour Corporation Limited(000938) “, “the company”, “the company” or “the listed company”) is the first phase of No. 1 Employee Stock Ownership Plan (hereinafter referred to as “the employee stock ownership plan” or “the plan”) of the 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 ESOP by listed companies and other relevant laws, administrative regulations, rules, normative documents and the articles of association are formulated.
2. The participants of this ESOP are directors, supervisors (excluding external directors and supervisors), senior managers and some employees of the company.
3. The funds for the company’s employees to participate in the employee stock ownership plan are the legal salary of the company’s employees and self raised funds obtained by other means permitted by laws and administrative regulations.
4. The stock source of the employee stock ownership plan is the non-public offering of the company.
5. The amount of shares subscribed by the employee stock ownership plan for this non-public offering of the company shall not exceed 535 million yuan, and the subscribed shares shall not exceed 20181063 shares. The total number of shares corresponding to the shares of the employee stock ownership plan shall not exceed 1.91% of the total share capital of the company after the non-public offering; The number of underlying shares corresponding to the shares of the ESOP held by any ESOP holder 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 company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
6. The employee stock ownership plan originally entrusted Soochow Securities Co.Ltd(601555) to set up a special Soochow China Merchants Bank – Unisplendour Corporation Limited(000938) Employee Stock Ownership Plan No. 1 directional asset management plan to manage the employee stock ownership plan. The employee stock ownership plan originally subscribed for the non-public offering of the company through the asset management plan.
7. The issuing price of non-public shares of listed companies is 26.51 yuan / share, which is no less than 90% of the average trading price of the company’s shares 20 trading days before the announcement date of the resolution of the 11th meeting of the sixth board of directors. Therefore, Soochow China Merchants Bank – Unisplendour Corporation Limited(000938) Employee Stock Ownership Plan No. 1 directional asset management plan subscribes for the underlying shares at a price of 26.51 yuan / share.
If the company’s shares are ex right and ex dividend from the pricing base date to the issue date, the issue price will be adjusted accordingly.
8. The original deposit and renewal period of the employee stock ownership plan is 72 months, which is calculated from the date when the shares of the listed company subscribed by the employee stock ownership plan through this issuance complete the share registration procedures and are listed. Among them, the lock-in period for the ESOP to subscribe for the non-public offering shares of the listed company through the asset management plan is 36 months, which is calculated from the date when the ESOP completes the share registration procedures and is listed. After the meeting of the holders of the employee stock ownership plan and the proposal on Amending the Unisplendour Corporation Limited(000938) first phase No. 1 Employee Stock Ownership Plan (Draft) (non-public subscription), the implementation of the employee stock ownership plan is extended, and the duration is extended by 24 months on the basis of the original termination date, that is, the duration is changed to 96 months, The lock-in period will not be added after the employee stock ownership plan is extended. 9. The ESOP can be implemented only after the following conditions are met: (1) the non-public offering of shares and the draft ESOP are approved by the general meeting of shareholders of the company; (2) The non-public offering of shares has been approved by the Ministry of education and the Ministry of finance; (3) The non-public offering of shares shall be subject to the approval of the CSRC.
10. 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 to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time.
11. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
12. After the meeting of the holders of the employee stock ownership plan and the proposal on Amending Unisplendour Corporation Limited(000938) phase I No. 1 Employee Stock Ownership Plan (Draft) (non-public subscription), the employee stock ownership plan is changed to self-management by the company.
catalogue
interpretation…… 5 I. purpose of employee stock ownership plan 6 II. Basic principles 6 III. participants of the employee stock ownership plan 6 IV. sources of funds and stocks 7 v. holders 7 VI. duration, lock-in period and release period 8 VII. Management mode and selection of management organization 9 VIII. Main contents of asset management contract 9. Convening and voting procedures of the shareholders’ meeting 13 X. selection and responsibilities of the Management Committee 16 Xi. Participation mode of employee stock ownership plan during company financing 19 XII. Voting rights and other shareholders’ rights of employee stock ownership plan 19 XIII. Disposal methods of ESOP rights and interests 19 XIV. Distribution of income of holders 21 XV. Change and termination of employee stock ownership plan 21 XVI. Disposal measures after the expiration of the employee stock ownership plan 22 XVII. Procedures for implementing employee stock ownership plan 22 XVIII. Implementation conditions of employee stock ownership plan 23. Others twenty-three
interpretation
This employee stock ownership plan refers to the No. 1 Employee Stock Ownership Plan in the first phase of Unisplendour Corporation Limited(000938) plan Unisplendour Corporation Limited(000938) , the company, the company refers to Unisplendour Corporation Limited(000938) company, the asset management organization or manager of listed company refers to the asset management organization Soochow Securities Co.Ltd(601555) Co., Ltd. entrusted by this employee stock ownership plan
Asset custodian or custodian refers to the asset custodian entrusted by the employee stock ownership plan China Merchants Bank Co.Ltd(600036) Co., Ltd. Suzhou Branch
The Soochow asset management plan established by the asset management institution entrusted by the employee stock ownership plan refers to China Merchants Bank – Unisplendour Corporation Limited(000938) Employee Stock Ownership Plan No. 1 directional asset management plan
This offering and this non-public offering refer to Unisplendour Corporation Limited(000938) non-public offering of shares
The underlying stock refers to the non-public shares of Ziguang Co., Ltd. subscribed by the employee stock ownership plan through the asset management plan
The holder indicates the object of the capital to participate in the employee stock ownership plan
Senior managers refer to Unisplendour Corporation Limited(000938) president, vice president, chief financial officer, Secretary of the board of directors and other personnel specified in the articles of association
The plan is divided into equal shares according to the number of target shares held. The share of shareholding plan refers to one target share corresponding to each plan share (the target share includes the corresponding cash assets of the plan (if any)).
The Soochow asset management contract signed by Unisplendour Corporation Limited(000938) and Soochow Securities Co.Ltd(601555) , China Merchants Bank Co.Ltd(600036) refers to the China Merchants Bank – Unisplendour Corporation Limited(000938) Employee Stock Ownership Plan No. 1 directional asset management contract and its annexes, as well as any effective changes and supplements to the contract and its annexes
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 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
The articles of association refers to the Unisplendour Corporation Limited(000938) articles of association
1、 Purpose of employee stock ownership plan
(I) further establish and improve the benefit sharing mechanism between workers and owners, realize the consistency of the interests of shareholders, the company and employees, and improve the level of corporate governance;
(II) improve the long-term and effective incentive and restraint mechanism of the company, improve the cohesion and competitiveness of employees, and effectively mobilize the enthusiasm and creativity of employees, so as to promote the long-term, sustainable and healthy development of the company. 2、 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 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.
(IV) principle of self financing
The capital source of the employee stock ownership plan is the legal salary of the company’s employees and self raised funds obtained by other means permitted by laws and administrative regulations.
3、 Participants of this ESOP
(I) the participants of this ESOP are directors, supervisors (excluding external directors and supervisors), senior managers and some employees of the company.
(II) the above participants are on-the-job employees who have signed formal labor contracts with the company or its holding subsidiaries and receive remuneration.
(III) the total number of participants in the employee stock ownership plan shall not exceed 1000.
(IV) the number of employees finally participating in the stock ownership plan shall be determined according to the actual contributions of employees.
4、 Sources of funds and stocks
(I) capital source of employee stock ownership plan
The total amount of the ESOP’s subscription for the non-public offering of shares shall not exceed 535 million yuan, and the final subscription amount shall be determined by the actual contributions of the employees. The capital source of the employee stock ownership plan is the legal salary of the company’s employees and self raised funds obtained by other means permitted by laws and administrative regulations.
(II) stock source of employee stock ownership plan
The stock source of this ESOP is Unisplendour Corporation Limited(000938) this non-public offering, and the number of subscribed shares does not exceed 20181063. If the price of this non-public offering is adjusted due to the ex rights and ex interests of the company’s shares between the pricing base date and the issuance date, the number of subscribed shares of this ESOP will be adjusted accordingly.
The subscribed shares of the employee stock ownership plan shall not exceed 1.91% of the total share capital of the company after the non-public offering; The number of underlying shares corresponding to the ESOP shares held by any holder 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 company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive. (III) price of the underlying stock
Unisplendour Corporation Limited(000938) the issuance price of the non-public offering shares is 26.51 yuan / share, which is not lower than 90% of the average trading price of the company’s shares 20 trading days before the announcement date of the resolution of the 11th meeting of the sixth board of directors (pricing benchmark date). Therefore, Soochow Securities Co.Ltd(601555) Unisplendour Corporation Limited(000938) 1 directional asset management plan subscribes for the underlying shares at a price of 26.51 yuan / share.
If the company’s shares are ex right and ex dividend from the pricing base date to the issue date, the issue price will be adjusted accordingly.
5、 Holders
The total number of employees participating in this ESOP will not exceed 1000. Among them, 6 directors, supervisors and senior managers of the company participated in the employee stock ownership plan, including Mr. Qi Lian, President, Ms. Guo Jingrong, vice president, Mr. Qin Peng, Ms. Zhang Wei, Mr. Ding Lei and Ms. Bai Yu, supervisor, with a total contribution of 2670129616 yuan, accounting for 4.99% of the total scale of the employee stock ownership plan; Other holders contributed 50829870384 yuan in total, accounting for 95.01% of the total scale of the employee stock ownership plan.
The amount of the final subscription of the shareholding plan shall be subject to the actual contribution of the employees.
6、 Lock, release and duration
(I) duration of employee stock ownership plan
The original renewal period of the employee stock ownership plan is 72 months, which is calculated from the date when the shares of the listed company subscribed by the employee stock ownership plan through this issuance complete the share registration procedures and are listed. Approved by the shareholders’ meeting of the employee stock ownership plan and approved by the company
