Stock abbreviation: Unisplendour Corporation Limited(000938) Stock Code: Unisplendour Corporation Limited(000938) Announcement No.: 2022010
Unisplendour Corporation Limited(000938)
Announcement on extension and change of Unisplendour Corporation Limited(000938) first phase No. 1 ESOP
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Unisplendour Corporation Limited(000938) (hereinafter referred to as “the company”) deliberated and adopted the proposal on extending the duration of Unisplendour Corporation Limited(000938) first phase No. 1 ESOP, the proposal on changing the asset manager of Unisplendour Corporation Limited(000938) first phase No. 1 ESOP The proposal on Amending the first phase of Unisplendour Corporation Limited(000938) No. 1 Employee Stock Ownership Plan (Draft) (subscription by non-public development banks) and the proposal on formulating the measures for the administration of Unisplendour Corporation Limited(000938) first phase of No. 1 Employee Stock Ownership Plan (the above four proposals are hereinafter referred to as the “relevant proposals for the extension, renewal and change of Ziguang No. 1 Employee Stock Ownership Plan”), The specific changes of Unisplendour Corporation Limited(000938) first phase No. 1 Employee Stock Ownership Plan (hereinafter referred to as “Ziguang No. 1 Employee Stock Ownership Plan”) are hereby announced as follows: I. Basic information of Ziguang No. 1 Employee Stock Ownership Plan
The 11th meeting of the 6th board of directors held on May 21, 2015 The ninth meeting of the sixth board of supervisors and the first extraordinary general meeting of 2015 held on June 25, 2015 considered and adopted the proposal on Unisplendour Corporation Limited(000938) first phase No. 1 Employee Stock Ownership Plan (Draft) (non-public subscription) and the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the employee stock ownership plan. For details, please refer to the relevant announcements disclosed in China Securities Journal, securities times, Shanghai Securities News and cninfo.com on May 26, 2015 and June 26, 2015.
The stock of Ziguang No. 1 employee stock ownership plan comes from the non-public shares of the subscribed company. Approved by the reply on approving Unisplendour Corporation Limited(000938) non-public shares issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2016] No. 787), the company issued 836223162 shares in 2016, of which 20257478 shares were subscribed by Ziguang No. 1 employee stock ownership plan, accounting for 1.94% of the total share capital of the company after issuance, The above shares were listed on Shenzhen Stock Exchange on May 6, 2016. The duration of Ziguang No. 1 employee stock ownership plan is 72 months, including a lock-in period of 36 months, which has been subscribed through this non-public offering
The shares of the company shall be counted from the date when the shares of the company are registered and listed. On May 6, 2019, the lock up period of the company’s non-public offering shares held by Ziguang No. 1 Employee Stock Ownership Plan expired, and the corresponding shares were lifted and listed for circulation. The employee stock ownership plan will expire on May 2025.
2、 Extension and change of employee stock ownership plan of Ziguang No. 1
On March 3, 2022, the 8th meeting of the 8th board of directors and the 5th meeting of the 8th board of supervisors held by the company considered and approved the relevant proposals on the extension and change of the duration of Ziguang 1 ESOP, and agreed to extend the duration of Ziguang 1 ESOP by 24 months, that is, the renewal period was changed from 72 months to 96 months; It is agreed that the employee stock ownership plan of Ziguang No. 1 will be managed by Soochow Securities Co.Ltd(601555) as the management organization and changed to be managed by the company itself; Agree to revise the Unisplendour Corporation Limited(000938) first phase No. 1 Employee Stock Ownership Plan (Draft) (non-public Development Bank subscription); In addition, according to the guidance on the pilot implementation of ESOP by listed companies issued by China Securities Regulatory Commission, it is agreed to formulate the management measures for the first phase No. 1 ESOP of Unisplendour Corporation Limited(000938) Co., Ltd. in accordance with the provisions on the need to formulate corresponding management rules for listed companies to manage their own ESOP.
The specific amendments to Unisplendour Corporation Limited(000938) phase I No. 1 Employee Stock Ownership Plan (Draft) (non-public Development Bank subscription) are as follows:
Serial number before revision after revision
1 special tips
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6. The ESOP entrusts Soochow Securities Co.Ltd(601555) Co., Ltd. 6 The employee stock ownership plan originally entrusted Soochow Securities Co.Ltd(601555) Co., Ltd. to set up a special Soochow China Merchants Bank – Unisplendour Corporation Limited(000938) employee stock ownership company and 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 No. 1 directional asset management plan. The employee stock ownership plan will be managed through the asset plan. The employee stock ownership plan originally subscribed for the non-public offering of the company through the capital management plan. Property management plans to subscribe for… Shares of the company in this non-public offering.
8. The duration of the employee stock ownership plan is 72 months since
The underlying shares announced by the listed company are registered in the asset management plan. 8. The original deposit and renewal period of the employee stock ownership plan is 72 months, counting from the date under its name. Among them, the lock up period of the ESOP is 36 months from the date when the ESOP subscribes the shares of the listed company’s non-public offering shares through the asset management plan subscribed by this offering, completes the share registration procedures and goes public, and is calculated from the announcement of the subject shares of the listed company. Among them, the employee stock ownership plan is calculated from the date when it is registered in the name of the asset management plan through the asset management ticket. The lock up period for the planned subscription of the non-public offering shares of the listed company… Is 36 months. Since the ESOP has passed the issuance 11 and the implementation of the ESOP, it will not lead to the completion of the share registration procedures for the shares of the listed company subscribed by the company and the distribution of the company’s equity does not meet the requirements of the listing conditions.
From the date of listing. Holders of the employee stock ownership plan
After the meeting deliberated and approved the proposal on Amending Unisplendour Corporation Limited(000938) phase I No. 1 Employee Stock Ownership Plan (Draft) (non-public subscription) and other relevant proposals by the board of directors of the company, The implementation of the employee stock ownership plan is extended, and the duration is extended for 24 months on the basis of the original termination date, that is, the renewal period is changed to 96 months. After the extension of the employee stock ownership plan, the lock-in period will not be added.
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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. Approved by the meeting of the holders of the employee stock ownership plan The proposal on Amending the first phase No. 1 Employee Stock Ownership Plan of Ziguang Co., Ltd. (Draft) (non-public subscription) was reviewed and approved by the board of directors of the company After relevant proposals, the employee stock ownership plan is changed to self-management by the company.
6. Duration, lock-in period and release period 6. Duration, lock-in period and release period
(I) duration of ESOP (I) duration of ESOP
The duration of the employee stock ownership plan is 72 months, which is 72 months since the original renewal of the employee stock ownership plan. The registration of the subject shares announced by the listed company into the asset management plan is calculated from the date when the employee stock ownership plan is subscribed through this issuance. The shares of the municipal company shall be calculated by the board of directors and the ESOP holders’ meeting from the date of completing the share registration procedures and listing. The duration of the employee stock ownership plan can be extended with the deliberation and general consent of the meeting of the holders of the employee stock ownership plan. After the proposal on Revising (II) the lock-in period (Draft) (non-public subscription) for the purchase of the subject shares of Unisplendour Corporation Limited(000938) phase I No. 1 employee stock ownership plan through the asset management plan and other relevant proposals have been reviewed and approved by the board of directors of the company, The implementation of the employee stock ownership plan is postponed. The lock-in period of the non-public offering of shares by the listed company is 36 months, and the duration is extended by 24 months on the basis of the original termination date. The duration is changed to 96 months from the registration of the subject shares announced by the listed company to the assets.
From the date under the name of the management plan, that is, 36 months before the renewal period, the company’s board of directors and the holders of the employee stock ownership plan will be the lock period, and the lock period will enter the unlock period after the expiration of the lock period. It is agreed that the duration of the employee stock ownership plan can be extended (II) lock up period for ESOP to purchase (III) release target stocks through asset management plan
The share release period of the ESOP held by employees is 60 months. The ESOP is subscribed through the asset management plan for months. The holding period of any holder is 36 months from the date when the subject shares announced by the listed company are registered to the date when the non-public offering of shares by the asset listed company is locked under the name of the management plan, Since the ESOP passed this offering, the total number of shares subscribed to the plan will complete the share registration procedures and be listed every 12 months from the starting date
One fifth. Calculated from the date of, that is, 36 months before the renewal period is the locking period,… The unlocking period will enter after the expiration of the locking period. The lock-in period will not be added after the employee stock ownership plan is extended.
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(III) release period
The share release period of the ESOP held by employees is 60 months, which is calculated from the date when the shares of the listed company subscribed by the ESOP through this offering are registered and listed, The total number of shareholding plan shares of any holder will be calculated from the commencement date
