J.S.Corrugating Machinery Co.Ltd(000821)
Management measures for the third phase of employee stock ownership plan
general provisions
Article 1 in order to standardize the implementation of the third phase of the employee stock ownership plan of J.S.Corrugating Machinery Co.Ltd(000821) (hereinafter referred to as “the company” or ” J.S.Corrugating Machinery Co.Ltd(000821) “) (hereinafter referred to as “the employee stock ownership plan”, “the employee stock ownership plan” or “the employee stock ownership plan”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China (hereinafter referred to as “Securities Law”) The guiding opinions of the CSRC on the pilot implementation of employee stock ownership plan 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 “normative operation guidelines”) and other relevant laws, administrative regulations, normative documents and the articles of association In accordance with the provisions of J.S.Corrugating Machinery Co.Ltd(000821) phase III employee stock ownership plan (Draft) (hereinafter referred to as “Employee Stock Ownership Plan (Draft)”), the measures for the administration of J.S.Corrugating Machinery Co.Ltd(000821) phase III employee stock ownership plan (hereinafter referred to as “the measures”) are hereby formulated.
Chapter II Formulation principles of employee stock ownership plan
Article 2 the formulation of employee stock ownership plan shall follow the following basic principles:
1. The 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.
Chapter III participants and determination criteria of employee stock ownership plan
Article 3 in accordance with the company law, the securities law, the guiding opinions, the guidelines for standardized operation and other relevant laws, administrative regulations, rules, normative documents and the articles of association, the participants of the employee stock ownership plan shall be the company’s directors (excluding independent directors), senior managers, the company and its wholly-owned subsidiaries The core management and technical (business) backbone personnel of the holding subsidiary and other core backbone employees with outstanding contributions recognized by the board of directors work full-time in the company or its subsidiaries, receive remuneration and sign labor contracts.
The company’s employees participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. Chapter IV capital source and stock source of employee stock ownership plan
Article 4 the capital sources of the employee stock ownership plan are the legal salary of employees, self raised funds and other methods permitted by laws and regulations. No guarantee, loan, advance, etc. shall be provided to the company.
The upper limit of the total 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, which is determined according to the actual contribution amount. Each share is one share, and the share allocated to the 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.
Article 5 after the draft plan is approved by the general meeting of shareholders, the ESOP will establish a special account to obtain the company’s shares held in the company’s special securities repurchase account through non trading transfer and other ways permitted by laws and regulations. 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 is considered.
During the duration of the employee stock ownership plan, if the company finances by means of share allotment, additional issuance, convertible bonds, etc., the management committee shall discuss and decide whether to participate in the stock ownership plan and the capital solution, and submit it to the holders’ meeting for deliberation. The total number of underlying shares held by the employee stock ownership plan does not exceed 10.00% of the total share capital of the company, and the number of underlying shares corresponding to the share of the employee stock ownership plan held by any holder does not exceed 1.00% 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 IPO of the company, the shares purchased by themselves through the secondary market and the shares obtained by other means.
Chapter V Duration, lock-in period, change and termination of employee stock ownership plan
Article 6 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 J.S.Corrugating Machinery Co.Ltd(000821) phase III employee stock ownership plan (Draft) is deliberated and approved by the company’s general meeting and the company announces the last transfer of the underlying shares to the name of the employee stock ownership plan.
Before the expiration of the duration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval. If the company’s share holding plan can not be realized due to the consent of the holders of more than 2 / 3 of the shares held by the company before the expiration of the duration meeting, or the suspension period of the company’s share holding plan can be extended due to the consent of the holders of more than 2 / 3 of the shares held by the company. Article 7 lock up period of employee stock ownership plan
1. The subject shares obtained by the employee stock ownership plan are unlocked in two phases. The unlocking time points are 12 months and 24 months after the draft of the employee stock ownership plan is deliberated and approved by the company’s general meeting and the company announces the last transfer of the subject shares to the name of the employee stock ownership plan. The unlocking proportion of each phase is 50% and 50% respectively. The details are as follows:
The first batch of unlocking points: the number of underlying shares corresponding to the unlocked shares is 50% of the total number of underlying shares held in the employee stock ownership plan after the draft of the employee stock ownership plan has been considered and approved by the company’s general meeting and the company has announced the last transfer of the underlying shares to the name of the employee stock ownership plan for 12 months.
The second batch of unlocking points: the number of subject shares corresponding to the unlocked shares is 50% of the total number of subject shares held in the employee stock ownership plan after the draft of the employee stock ownership plan has been deliberated and approved by the general meeting of shareholders of the company and the company has announced the last transfer of the subject shares to the name of the employee stock ownership plan for 24 months.
2. Performance appraisal and income cashing
(1) Each incentive object shall sign the letter of responsibility for annual business objectives with the company to determine the target performance related to the annual business indicators of their respective work fields, and calculate according to the achievement of performance indicators during the individual assessment period.
The assessment grades are as follows:
Grade A B C D
Performance appraisal score ≥ 100 80-100 60-80 ≤ 60
Those who are demoted or removed from the company are regarded as unqualified, and the personal performance appraisal score is 0;
Voluntary resignation is also considered unqualified, and the personal performance appraisal score is 0. (2) When the performance appraisal result of the incentive object is D, it will not be able to obtain the corresponding stock income, and the employee stock ownership plan will return the capital contribution according to the lower of the corresponding reduction capital and subscription amount. If the appraisal result is a, B and C, it will be distributed according to the actual income; As the incentive object cannot fully obtain the corresponding stock income, the remaining income shall be owned by the employee stock ownership plan and distributed by the management committee.
3. The ESOP will strictly abide by the market trading rules and the regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on not buying and selling stocks in the information sensitive period. The ESOP shall not buy or sell the company’s shares during the following periods: (1) if the announcement date is delayed due to special reasons within 30 days before the announcement of the company’s annual report and semi annual report, it shall be calculated from 30 days before the original scheduled announcement date; (2) Ten days before the announcement of the company’s quarterly report, performance forecast and performance express; (3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law; (4) Other periods prescribed by the CSRC and the Shenzhen Stock Exchange.
Before deciding to sell the company’s shares, the manager of the employee stock ownership plan shall timely consult the Secretary of the board of directors of the company whether it is in a sensitive period of stock trading.
4. During the lock-in period, when the company converts the capital reserve into share capital and distributes stock dividends, the newly acquired shares shall be locked together and shall not be sold in the secondary market or transferred in other ways. The lock-in period of these shares is the same as that of the corresponding shares.
Article 7 change of employee stock ownership plan
During the duration of the employee stock ownership plan, the change of the employee stock ownership plan must be approved by more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting and submitted to the board of directors of the company for deliberation and approval.
Article 8 termination of employee stock ownership plan
The employee stock ownership plan will terminate automatically upon expiration.
All the company’s shares held by the employee stock ownership plan are sold, and the stock ownership plan can be terminated in advance. Early termination shall not cause the duration of the employee stock ownership plan to be less than 12 months.
Article 9 during the duration of the employee stock ownership plan, when the company raises funds by means of allotment, additional issuance and convertible bonds, the management committee shall discuss whether to participate and the capital solution, and submit it to the holder’s meeting for deliberation. During the duration of the employee stock ownership plan, if the company holds the general meeting of shareholders, the corresponding shares can participate in the voting, which shall be attended by the personnel designated by the management committee, but the voting needs to be avoided in case of relevant proposals involving shareholders, directors, supervisors or participants.
Chapter VI Management of employee stock ownership plan
Article 10 management mode
The employee stock ownership plan is managed by the company itself; The internal management authority of the ESOP is the shareholders’ meeting; The Management Committee (hereinafter referred to as the “management committee”) is set up for the employee stock ownership plan to be responsible for the specific management of the employee stock ownership plan and exercise shareholders’ rights on behalf of the holders. The management committee shall manage the assets of the employee stock ownership plan in accordance with relevant laws, administrative regulations, departmental rules and the plan, supervise the daily management of the employee stock ownership plan, safeguard the legitimate rights and interests of the holders of the employee stock ownership plan, ensure the asset safety of the employee stock ownership plan, and avoid potential conflicts of interest between other shareholders of the company and the holders of the employee stock ownership plan.
Article 11 shareholders’ meeting
1. The company’s employees become the holders of the ESOP after subscribing for the shares of the ESOP. The holders’ meeting is the internal management authority of the ESOP. All holders have the right to attend the holders’ meeting. The holder may attend and vote at the holders’ meeting in person or entrust an agent to attend and vote on his behalf. The travel expenses, board and lodging expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder. 2. The following matters need to be considered at the shareholders’ meeting:
(1) To elect and recall members of the Management Committee;
(2) Change, termination, extension of duration and early termination of employee stock ownership plan;
(3) During the duration of the employee stock ownership plan, when the company finances by means of allotment, additional issuance and convertible bonds, the management committee shall discuss whether to participate in and formulate relevant plans, and submit them to the holder meeting for deliberation;
(4) Formulate and revise the measures for the administration of employee stock ownership plans;
(5) Authorize the management committee to open securities accounts, capital accounts and other relevant accounts for the ESOP;
(6) Authorize the management committee to supervise the daily management of the employee stock ownership plan;
(7) Authorize the management committee to exercise shareholders’ rights;
(8) Other matters that the Management Committee deems necessary to convene a shareholders’ meeting for deliberation.
3. The first holder meeting shall be convened and presided over by the Secretary of the board of directors or a designated person of the company, and the subsequent holder meeting shall be convened by the management committee and presided over by the director of the management committee. If the chairman of the management committee is unable to perform his duties, he shall appoint a member of the management committee to preside over the meeting.
4. The management committee shall submit a written notice of the meeting to all holders by direct delivery, mail, fax, e-mail or other means 5 days in advance. The written meeting notice shall at least include the following contents:
(1) Time and place of the meeting;
(2) Convening method of the meeting;
(3) Matters to be considered (proposal of the meeting);
(4) The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(5) Meeting materials necessary for voting at the meeting;
(6) The holder shall attend the meeting in person or entrust other holders to attend the meeting on his behalf;
(7) Contact person and contact information;
(8) Date of notification.
In case of emergency, the holder’s meeting can be held by oral notice. The notice of oral meeting shall at least include the contents of items (1) and (2) above and the statement that the holder’s meeting needs to be held as soon as possible in case of emergency. 5. Voting procedure at shareholders’ meeting
(1) After full discussion of each proposal, the moderator shall timely submit it to the holders attending the meeting for voting. The moderator may also decide to submit all proposals to the holders attending the meeting for voting after discussion. The voting method is written voting.
(2) The holders of this ESOP have one vote for each share of the ESOP held by them.
(3) The voting intention of the holder is divided into consent, objection and abstention. The holders attending the meeting shall choose one of the above intentions. If they do not choose or choose more than two intentions at the same time, they shall be deemed to have abstained; Those who do not leave the venue shall be deemed to have not abstained. If the holder votes after the chairman of the meeting announces the voting results or after the specified time limit for voting expires, the voting situation shall not be counted.
(4) The chairman of the meeting shall announce the statistical results of on-site voting on the spot. If each proposal is approved by more than 50% (excluding 50%) of the shares held by the holders attending the holder meeting, it shall be deemed to have been passed by vote (except for the consent of more than 2 / 3 shares agreed in the management measures), forming an effective resolution of the holder meeting.
(5) If the resolution of the shareholders’ meeting needs to be submitted to the board of directors and the general meeting of shareholders for deliberation, it shall be submitted to the board of directors and the general meeting of shareholders for deliberation in accordance with the provisions of the articles of association.
