Securities abbreviation: Shenzhen Agricultural Products Group Co.Ltd(000061) securities code: 000061 SZ Shenzhen Agricultural Products Group Co.Ltd(000061)
Management measures for employee stock ownership plan in 2021
December, 2021
Chapter I General Provisions
Article 1 in order to standardize the implementation of Shenzhen Agricultural Products Group Co.Ltd(000061) (hereinafter referred to as the "company") Employee Stock Ownership Plan (hereinafter referred to as the "Employee Stock Ownership Plan") in 2021, according to 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") Guidance on the pilot implementation of ESOP by listed companies (hereinafter referred to as the guidance), guidelines on information disclosure of listed companies of Shenzhen Stock Exchange No. 4 - ESOP (hereinafter referred to as the guidelines on information disclosure No. 4) and other relevant laws, administrative regulations, rules, normative documents and Shenzhen Agricultural Products Group Co.Ltd(000061) articles of Association These measures are hereby formulated. Chapter II Basic Principles and purposes of ESOP
Article 2 the basic principles of the ESOP
(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 truthfully, accurately, completely and timely performs the information disclosure. 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 employee stock ownership plan implemented by the company follows the principle of voluntary participation of employees, and there is no forced participation of employees by means of apportionment, forced distribution, etc.
（3） Risk bearing principle
Holders of ESOP shall bear their own profits and losses and risks.
Article 3 purpose of the employee stock ownership plan
In order to cooperate with the implementation of Shenzhen Agricultural Products Group Co.Ltd(000061) salary incentive and restraint plan, closely bind the company's management and core backbone with the company's interests and value creation, stimulate the enthusiasm and creativity of the management and core backbone, promote the transformation and upgrading of the company and realize high-quality and sustainable development.
Chapter III holders of employee stock ownership plans
Article 4 the holders of the ESOP are determined in accordance with the company law, securities law, guiding opinions, information disclosure guidance No. 4 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
Article 5 the holders who can participate in the ESOP include the chairman and senior management of the company The company's first extraordinary general meeting in 2021 deliberated and approved the company's salary incentive and restraint plan, including the middle-level principal and deputy of the company's headquarters (excluding the company's independent directors and the chairman of the board of supervisors) Identified incentive objects. The total number of employees to participate in the current employee stock ownership plan shall not exceed 44, and the final participants shall be determined according to the actual contributions. Chapter IV capital and stock sources of stock ownership plan
Article 6 capital source of the employee stock ownership plan
The capital source of the employee stock ownership plan is the incentive fund withdrawn by the company and distributed to the incentive objects, with an amount not exceeding RMB 4702300. The proposed incentive fund is included in the current expenses of the company according to the accrual basis principle.
The total amount of funds to be raised by the employee stock ownership plan is no more than 4702300 yuan, with "shares" as the subscription unit, each share is 1 yuan, and the total number of shares of the employee stock ownership plan is no more than 4702300.
Article 7 stock source and quantity of the employee stock ownership plan
(i) The stock source of the employee stock ownership plan is the subject stock purchased through the secondary market (including but not limited to bidding trading, block trading) and other ways permitted by laws and regulations.
（2） Number of shares in this ESOP
The total number of shares held by the employee stock ownership plans established and existing in each period of the employee stock ownership plan shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share ownership plan shares held by a single employee (including each period) shall not exceed 1% of the total share capital of the company.
The total amount of funds to be raised by the employee stock ownership plan shall not exceed RMB 4702300. According to the closing price of the company's shares of RMB 6.28 on December 13, 2021, the number of subject shares that can be held by the employee stock ownership plan is about 748800 shares, accounting for 0.04% of the total share capital of the company. In view of the uncertainty of the date and price of the actual purchase of the ESOP shares, the number of shares held by the plan is uncertain. The final number of shares held shall be subject to the actual implementation. If the number of underlying shares held by the employee stock ownership plan exceeds 5% of the company's total share capital, the listed company will make a timely disclosure and announcement.
Chapter V Duration and lock-in period of shareholding plan
Article 8 duration of the employee stock ownership plan
The duration of the employee stock ownership plan is 36 months, which is calculated from the date when the draft of the employee stock ownership plan is considered and approved by the general meeting of shareholders of the company and the company announces that all subject shares are transferred to the name of the employee stock ownership plan. The employee stock ownership plan shall complete the purchase of the underlying shares within 6 months after the deliberation and approval of the general meeting of shareholders.
Article 9 lock up period of the employee stock ownership plan
The lock up period of the employee stock ownership plan is 24 months, calculated from the date when the company announces the transfer of all subject shares to the name of the employee stock ownership plan. During the lock-in period, the shares derived from the company's share distribution, conversion of capital reserve into share capital, share allotment, convertible bond conversion and other circumstances shall also comply with the above share lock-in arrangements. The employee stock ownership plan will strictly abide by the market trading rules and the provisions on not buying and selling stocks in the information sensitive period. All parties shall not use the employee stock ownership plan for securities fraud such as insider trading and market manipulation. The above sensitive period refers to the period during which directors, supervisors and senior managers of listed companies are not allowed to buy or sell shares of the company as stipulated in the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, including but not limited to:
(1) Within 30 days before the announcement of a listed company's periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Within 10 days before the announcement of the performance forecast and performance express of the listed company;
(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 procedures to 2 trading days after disclosure according to law;
(4) Other periods stipulated by CSRC and Shenzhen Stock Exchange.
The above "major events" are transactions or other major events that the company shall disclose in accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange.
Chapter VI management mode of employee stock ownership plan
Article 10 the employee stock ownership plan shall be managed by the company itself.
Article 11 the general meeting of shareholders is the highest authority of the company and is responsible for examining and approving the ESOP. Article 12 the ESOP reviewed and approved by the board of directors of the company can be implemented only after it is reviewed and approved by the general meeting of shareholders. The board of directors of the company shall handle matters related to the employee stock ownership plan within the scope authorized by the general meeting of shareholders.
Article 13 the internal management authority of the employee stock ownership plan is the holder's meeting. The ESOP has a management committee, which is the daily supervision and management organization of the ESOP. It is responsible for the ESOP, exercises shareholders' rights on behalf of the holders, manages the assets of the ESOP in accordance with relevant laws, administrative regulations, departmental rules, the ESOP and the management measures, and protects the legitimate rights and interests of the holders of the ESOP, Ensure the asset security 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.
Chapter VII shareholders' meeting
Article 14 the participants will become the holders of the employee stock ownership plan after subscribing for the shares of the employee stock ownership plan. The holder meeting is composed of all the holders of the employee stock ownership plan and is the internal management authority of the employee stock ownership plan. The holder may attend and vote at the holders' meeting in person or entrust a proxy to attend and vote on his behalf.
Article 15 rights of holders
1. Enjoy the rights and interests of the plan assets according to the shares of the employee stock ownership plan held by them;
2. Attend or appoint its agent to attend the shareholders' meeting and exercise corresponding voting rights;
3. Supervise the management of the employee stock ownership plan and put forward suggestions or questions;
4. The holder of the employee stock ownership plan waives the voting right of indirectly holding the company's shares due to participating in the employee stock ownership plan;
5. Other rights stipulated by laws, administrative regulations, departmental rules or the employee stock ownership plan.
Article 16 obligations of the holder
1. Comply with laws, administrative regulations, departmental rules and relevant provisions of the employee stock ownership plan;
2. Pay in full according to the amount subscribed for the employee stock ownership plan within the agreed period, bear the investment risks related to the employee stock ownership plan and be responsible for its own profits and losses;
3. During the duration of the employee stock ownership plan, the shares of the employee stock ownership plan held by the holder shall not be transferred, used for guarantee, debt repayment or other similar disposal;
4. During the duration of the employee stock ownership plan, the holder shall not require the distribution of the rights and interests of the employee stock ownership plan;
5. Other obligations stipulated by laws, administrative regulations and the employee stock ownership plan.
Article 17 functions and powers of the shareholders' meeting
The shareholders' meeting is the internal management authority of the employee stock ownership plan. The holder may attend and vote at the holders' meeting in person or entrust a proxy to attend and vote on his behalf. The travel expenses, accommodation expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder.
The shareholders' meeting shall exercise the following functions and powers:
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 and additional issuance, the management committee shall discuss whether to participate and submit it to the holders' meeting for deliberation;
4. Review and revise the measures for the administration of employee stock ownership plans;
5. Authorize the management committee to supervise the daily management of the employee stock ownership plan;
6. Authorize the management committee to exercise shareholders' rights and manage the assets of the employee stock ownership plan;
7. Authorize the management committee to be responsible for docking with professional consulting institutions;
8. Other matters that the Management Committee deems necessary to convene a shareholders' meeting for consideration;
9. Other functions and powers that can be exercised by the ESOP holders' meeting as stipulated by laws and regulations or the CSRC.
Article 18 convening procedures of shareholders' meeting
The first holder meeting shall be convened by the Secretary of the board of directors of the company, and the subsequent holder meeting shall be convened by the management committee.
If half or more of the holders propose to the management committee to convene a shareholders' meeting, the management committee shall send a meeting notice within 3 days after receiving the proposal and relevant proposals (which shall be within the scope of authority of the shareholders' meeting) and submit it to all holders by direct service, mail, fax, e-mail or other means. The meeting notice shall at least include the following contents:
(1) Time, place and holding method of the meeting;
(2) Causes and topics of the meeting;
(3) The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(4) Meeting materials necessary for voting at the meeting;
(5) The holder shall attend the meeting in person or entrust other holders to attend the meeting on his behalf;
(6) Contact person and contact information;
(7) Date of notification.
In case of emergency, the holder's meeting may be convened by oral notice. The oral notice shall at least include the contents of items (1) and (2) above and the description of convening the holder's meeting as soon as possible due to emergency.
Article 19 convening and voting procedures of shareholders' meeting
1. The first holder meeting shall be presided over by the Secretary of the board of directors of the company, and the subsequent holder meeting shall be 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;
2. After full discussion of each proposal, the chairman 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, and the voting method shall be written voting by filling in the voting votes;
3. The holder shall exercise the voting right with the shares of the employee stock ownership plan held by him, and each planned share of the unit shall have one vote, and the holder's meeting shall vote by open ballot;
4. 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 abstain; Votes that are not filled, wrongly filled, illegible or not cast shall be deemed as abstention. If the holder votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted;
5. 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 holders attending the shareholders' meeting, it shall be deemed to be voted and passed, forming an effective resolution of the shareholders' meeting;
6. 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;
7. The chairman of the meeting is responsible for arranging personnel to make records of the holder's meeting.
Chapter VIII Management Committee
Article 20 the ESOP has a management committee, which is the daily supervision and management organization of the ESOP. It is responsible for the ESOP and exercises shareholders' rights on behalf of the holders.
Article 21 the Management Committee of the employee stock ownership plan is composed of three members, elected by the holders' meeting, and the term of office is the duration of the employee stock ownership plan. The management committee shall have a chairman, who shall be elected by more than half of the members.
Article 22 members of the management committee shall abide by the provisions of laws, administrative regulations and these management measures, and bear the following Loyalty Obligations to the employee stock ownership plan:
1. It shall not take advantage of its authority to accept bribes or other illegal income, and shall not misappropriate the property of the employee stock ownership plan;
2. It shall not misappropriate the funds of the employee stock ownership plan;
3. Without the consent of the management committee, it is not allowed to open an account in its own name or in the name of other individuals to deposit the assets or funds of the employee stock ownership plan;
4. Without the consent of the holders' meeting, no
