Securities abbreviation: J.S.Corrugating Machinery Co.Ltd(000821) securities code: J.S.Corrugating Machinery Co.Ltd(000821)
J.S.Corrugating Machinery Co.Ltd(000821)
Phase III employee stock ownership plan
(Draft)
March, 2002
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 bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
(I) J.S.Corrugating Machinery Co.Ltd(000821) (hereinafter referred to as “the company” or ” J.S.Corrugating Machinery Co.Ltd(000821) “) the third employee stock ownership plan can be implemented only after being approved by the general meeting of shareholders of the company. There is uncertainty whether the employee stock ownership plan can be approved by the general meeting of shareholders of the company.
(II) after the establishment of the employee stock ownership plan, the company will manage it by itself, but it is uncertain whether it can achieve the scale and objectives of the plan.
(III) the contribution amount, estimated scale and specific implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed. If the employee’s subscription share is insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale.
(IV) the stock price is affected by many complex factors such as the company’s operating performance, macroeconomic cycle, international / Chinese political and economic situation and investor psychology. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it.
(V) investors are kindly requested to make prudent decisions and pay attention to investment risks.
hot tip
1. The J.S.Corrugating Machinery Co.Ltd(000821) third phase employee stock ownership plan (Draft) (hereinafter referred to as the “Employee Stock Ownership Plan”, “this Employee Stock Ownership Plan” or “Employee Stock Ownership Plan”) is in accordance with the company law of the people’s Republic of China (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 guiding opinions on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “guiding opinions”) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “standardized operation guidelines”) and other relevant laws, administrative regulations and rules The provisions of normative documents and J.S.Corrugating Machinery Co.Ltd(000821) articles of association shall be formulated, deliberated and adopted by the board of directors of the company.
2. The employee stock ownership plan follows the principles of legal compliance, voluntary participation and risk bearing, and there is no situation of compulsory employee participation in the employee stock ownership plan such as apportionment and forced distribution.
3. The scope of personnel participating in the employee stock ownership plan includes the company’s directors (excluding independent directors), senior managers, core management and technical (business) backbone personnel of the company and its wholly-owned subsidiaries, holding subsidiaries and other core backbone employees with outstanding contributions recognized by the board of directors. The total number of participants in this ESOP shall not exceed 161, including 6 directors and senior managers. The specific number and list of participants will be determined according to the selection and distribution of the company and the actual participation of employees.
4. The shareholding scale of the employee stock ownership plan does not exceed 883876700 shares, accounting for about 1.42% of the company’s total share capital of 622874778 shares on the announcement date of the draft employee stock ownership plan. The maximum amount of funds to be raised is 50646135 yuan. The “shares” are taken as the subscription unit, and the price per share is 5.73 yuan, which is specifically determined according to the actual amount of capital contribution. The capital source of the employee stock ownership plan is the legal salary of the company’s employees, self raised funds, loans and other funds obtained by other means permitted by laws and administrative regulations.
5. The stock source of the employee stock ownership plan is the shares repurchased by the company’s special account for repurchase. Within 6 months after the ESOP is deliberated and approved by the general meeting of shareholders of the company, obtain the repurchased shares of the company’s special account for repurchase at a certain price and hold J.S.Corrugating Machinery Co.Ltd(000821) shares (hereinafter referred to as “underlying shares”) through the methods allowed by laws and regulations, and the transaction amount of the transfer of the underlying shares shall not exceed 50646135 million yuan (excluding transaction expenses). 6. The purchase price of the repurchased shares of the employee stock ownership plan is 5.73 yuan / share, and the purchase price is 50% of the average trading price of the company’s shares 20 trading days before the resolution of the board of directors of the employee stock ownership plan.
7. The employee stock ownership plan is managed by the company itself. The company establishes the Management Committee of the employee stock ownership plan (hereinafter referred to as the “management committee”) as the management party to exercise shareholders’ rights on behalf of the employee stock ownership plan. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the holders of the employee stock ownership plan. 8. The duration of the employee stock ownership plan is 36 months, and the lock-in period of the underlying shares obtained is 12 months, which is calculated from the date when the J.S.Corrugating Machinery Co.Ltd(000821) phase III employee stock ownership plan (Draft) is reviewed and approved by the company’s general meeting of shareholders and the company announces the last transfer of the underlying shares to the name of the employee stock ownership plan.
9. 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 share of employee stock ownership plan held by a single employee 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 listing of the company’s initial public offering, the shares obtained by subscribing for the company’s non-public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
10. After reviewing the ESOP, the board of directors of the company shall submit it to the first extraordinary general meeting of the company in 2022 for review.
11. The financial and accounting treatment and tax and other issues 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 taxes to be paid by employees due to the implementation of the current stock ownership plan shall be borne by employees themselves.
12. There is no concerted action relationship between the ESOP and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
13. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
general provisions
The employee stock ownership plan is formulated in accordance with the company law of the people’s Republic of China, 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, as well as other laws, regulations, normative documents and the articles of association, Following the principles of fairness, impartiality and openness, it aims to improve the corporate governance structure, establish and improve the benefit sharing mechanism between workers and owners, improve the cohesion of employees and the competitiveness of the company, and ensure the realization of the company’s future development strategy and business objectives.
1、 The basic principles of the employee stock ownership plan
1. 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.
2. 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.
3. Risk bearing principle
The holders of employee stock ownership plans are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
2、 Purpose of the employee stock ownership plan
1. Establish and improve the benefit sharing mechanism between workers and owners, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company, so as to bring more efficient and lasting returns to shareholders.
2. Based on the current critical period of the company’s business development, further improve the company’s governance structure, improve the company’s long-term and effective incentive and restraint mechanism, and ensure the company’s long-term and stable development.
3. Deepen the company’s incentive system, fully mobilize the enthusiasm and creativity of employees, attract and retain excellent management talents and business backbone, and improve the cohesion of employees and the competitiveness of the company.
Chapter II holders of employee stock ownership plans
1、 Legal basis for determination of ESOP holders
The scope of participating in the employee stock ownership plan includes the company’s directors (excluding independent directors), senior managers, core management and technical (business) backbone personnel of the company and its wholly-owned subsidiaries, holding subsidiaries and other core backbone employees with outstanding contributions recognized by the board of directors. The participants work full-time in the company or its subsidiaries and receive remuneration, And sign labor contracts.
The participants of the employee stock ownership plan are determined in accordance with the relevant laws, regulations and rules such as the company law, the securities law, the guiding opinions, the guidelines for standardized operation and the relevant provisions of the articles of association. The company’s employees participate in the employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk-taking.
2、 Specific basis for determination of ESOP holders
Holders of this ESOP shall meet one of the following criteria:
1. Directors (excluding independent directors) and senior managers of the company;
2. Core management and technical (business) backbone personnel of the company and its wholly-owned subsidiaries and holding subsidiaries and other core backbone employees with outstanding contributions recognized by the board of directors.
3、 Holders of employee stock ownership plans
161 directors (excluding independent directors), senior managers, core management and technical (business) backbone personnel of the company and its wholly-owned subsidiaries and holding subsidiaries and other core backbone employees recognized by the board of directors as having made outstanding contributions, including directors and senior managers of the company, including guoguoliang, Luo Xianxu, Zhou Jiamin, Xu quanjun, Zeng Tao Liu Yuanye has 6 persons, with a total contribution of 8691264 yuan, with a total contribution ratio of 17.16%; There are 155 other employees, with a total contribution of 41954871 million yuan, with a total contribution ratio of 82.84%. The total amount of funds raised by the employee stock ownership plan does not exceed 50646135 million yuan. The specific amount shall be determined according to the actual contribution.
In this employee stock ownership plan, the contribution proportion of employees in photovoltaic business sector accounts for 85% of the whole employee stock ownership plan. Employees in the photovoltaic business sector of the company refer to those engaged in the business of photovoltaic intelligent complete sets of equipment.
The proposed distribution of the employee stock ownership plan is shown in the table below:
The share to be subscribed corresponds to the proportion of the share to be subscribed held by the employee
Name, title, number of underlying shares, proportion of total shares of stock plan
(10000 shares)
Zu Guoliang, director and senior vice president 100.00 11.31%
Director Luo Xianxu 7.92 0.90%
Zhou Jiamin director, vice president and director 20.00 2.26%
Meeting secretary
Xu quanjun, vice president 7.92 0.90%
Zeng Tao, vice president 7.92 0.90%
Liu Yuanye, vice president 7.92 0.90%
Core management of the company and its wholly-owned subsidiaries and holding subsidiaries
Management and technical (business) backbone personnel and identified by the board of directors 732196782.84%
Other key employees with outstanding contributions
(155 persons)
Total 8838767100.00%
Note: the shares of the employee stock ownership plan finally subscribed by the holder shall be subject to the actual capital contribution of the holder.
Chapter III capital and stock sources of employee stock ownership plan
1、 Source of funds 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. No guarantee, loan, advance, etc. shall be provided to the company.
The upper limit of the total amount of funds raised by the employee stock ownership plan is 50646135 yuan, with “shares” as the subscription unit, and the price per share is 5.73 yuan. The upper limit of the number of shares in the employee stock ownership plan is 883876700 shares, and a single employee must subscribe for an integer number of shares. The number of shares allocated to participants shall be determined by the board of directors.
The holder shall pay the subscription capital in one time according to the subscription shares. The payment period is within 90 days from the date when the general meeting of shareholders deliberates and approves the ESOP. If the holder fails to pay the subscription capital in full on schedule, the part not paid in full shall be deemed as the holder’s automatic waiver of the subscription right of the corresponding share. The shares to be subscribed shall be declared for subscription by other holders. If the declared shares are more than the abandoned shares, the management committee shall determine the subscribers and shares.
2、 Source of underlying stock involved in employee stock ownership plan
The 16th meeting of the ninth board of directors and the first extraordinary general meeting of shareholders in 2018 deliberated and adopted the plan on repurchase of shares of the company by centralized bidding transaction, The 20th meeting of the ninth board of directors held on January 3, 2019 and the first extraordinary general meeting of shareholders held on January 21, 2019 considered and approved the proposal on adjusting some contents of the plan for repurchase of company shares by centralized bidding transaction
