Securities abbreviation: Shenzhen Agricultural Products Group Co.Ltd(000061) securities code: 000061 SZ Shenzhen Agricultural Products Group Co.Ltd(000061)
Employee stock ownership plan in 2021 (Draft)
December, 2021
Statement
The company and all members of the board of directors guarantee that the ESOP is free from any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Risk statement
1. The company’s employee stock ownership plan can be implemented only after it is reviewed and approved by the company’s general meeting of shareholders. There is still uncertainty whether the employee stock ownership plan can be approved by the company’s general meeting of shareholders.
2. The specific capital source, contribution proportion and implementation plan of the employee stock ownership plan are preliminary results, and there is still uncertainty whether the implementation can be completed.
3. If the employee’s subscription fund is low, there is a risk that the employee stock ownership plan cannot be established; If the employee subscription fund is insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale.
4. The company will disclose the progress of the employee stock ownership plan in accordance with relevant regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1、 The Shenzhen Agricultural Products Group Co.Ltd(000061) 2021 employee stock ownership plan (Draft) and its abstract are 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, and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan And other relevant laws, administrative regulations, rules, normative documents and the provisions of the Shenzhen Agricultural Products Group Co.Ltd(000061) articles of association.
2. The employee stock ownership plan follows the principles of compliance according to law, voluntary participation and risk bearing, and there is no forced employee participation in the employee stock ownership plan such as apportionment and forced distribution.
3. 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. 4. The capital source of the employee stock ownership plan is the incentive fund withdrawn by the company to be distributed to the holders of the employee stock ownership plan. The amount of the incentive fund withdrawn shall not exceed RMB 4702300. The proposed incentive fund will be included in the current expenses according to the accrual basis principle.
5. 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.
6. The total amount of capital at the time of establishment of 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. 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. 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.
7. 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.
8. 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 the underlying shares are transferred to the name 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 listed company announces the last transfer of the subject stock to the name of the employee stock ownership plan.
9. Before the implementation of the employee stock ownership plan, the company shall solicit employees’ opinions through the employee congress. The board of directors shall propose the draft of the employee stock ownership plan and submit it to the general meeting of shareholders for deliberation after deliberation and approval; The board of directors of the company is authorized to implement it after being approved by the general meeting of shareholders.
10. The company’s financial and accounting treatment and tax and other issues related to the 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 individual income tax to be paid by the employees due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
11. 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. The employee stock ownership plan needs to be avoided when the general meeting of shareholders considers the relevant proposals of the company’s transactions with shareholders, directors, senior managers and other participants.
Among the holders who intend to participate in the ESOP, Huang Ming is the director, President and Deputy Secretary of the Party committee of the company, Tai Bing is the director and Deputy Secretary of the Party committee of the company, Shen Hua and Xue Tong are the vice presidents of the company, Xiang Zili is the chief financial officer of the company, Jiang Jiang is the Secretary of the board of directors of the company, and Lin Yingwen and ye Qin are the supervisors of the company, It is associated with the employee stock ownership plan, but because the above-mentioned holders voluntarily give up the voting right of indirectly holding the company’s shares due to their participation in the employee stock ownership plan, and the employee stock ownership plan will maintain independence from the above-mentioned holders in relevant operation and other matters, there is no consistent action arrangement between the employee stock ownership plan and the above-mentioned holders, There is no coherent action plan. Except for the above circumstances, there is no association or concerted action relationship between the ESOP and the controlling shareholder, actual controller, other directors, supervisors and senior managers of the company.
12. The employee stock ownership plan is managed by the company itself. The company establishes an employee stock ownership plan management committee, which is the daily supervision and management organization of the employee stock ownership plan. It is responsible for the employee stock ownership plan and exercises shareholders’ rights on behalf of the employee stock ownership plan. At the same time, in accordance with relevant laws, administrative regulations The Department’s regulations and the measures for the administration of the employee stock ownership plan and other relevant provisions manage the assets 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.
13. 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 the shareholders of the company with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system, and the shareholders can exercise their voting rights through the above system during the online voting time.
14. After the implementation of the employee stock ownership plan, the company’s equity distribution will not meet the requirements of listing conditions.
interpretation
In this document, unless the context otherwise requires, the following words have the following meanings:
Shenzhen Agricultural Products Group Co.Ltd(000061) , the company and the company refer to Shenzhen Agricultural Products Group Co.Ltd(000061)
Shenzhen Agricultural Products Group Co.Ltd(000061) shares, company shares, index Shenzhen Agricultural Products Group Co.Ltd(000061) common shares, i.e. Shenzhen Agricultural Products Group Co.Ltd(000061) A shares, employee stock ownership plan, this plan, this refers to Shenzhen Agricultural Products Group Co.Ltd(000061) 2021 employee stock ownership plan, employee stock ownership plan
Holders and incentive objects refer to the incentive objects identified in the company’s salary incentive and restraint plan approved by the company’s first extraordinary general meeting in 2021
Holder’s meeting means the meeting of holders of employee stock ownership plans
Management Committee means the Management Committee of the employee stock ownership plan
Company law means the company law of the people’s Republic of China
Securities Law means 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
Guidance on information disclosure No. 4 refers to guidance on information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan
Articles of association means the Shenzhen Agricultural Products Group Co.Ltd(000061) articles of association
Measures for the administration of employee stock ownership plans refer to the measures for the administration of employee stock ownership plans in Shenzhen Agricultural Products Group Co.Ltd(000061) 2021
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Note: some figures of the employee stock ownership plan may differ in mantissa due to rounding.
catalogue
Declare that 2 risk tips 3 special tips 4 interpretation 7 catalog Chapter I General Provisions 9 Chapter II holders of this ESOP Chapter III capital source and stock source of the employee stock ownership plan Chapter IV duration and lock up period of the employee stock ownership plan Chapter V Management Mode of the employee stock ownership plan Chapter VI asset composition and equity disposal measures of the employee stock ownership plan Chapter VII change and termination of the employee stock ownership plan 29 Chapter VIII participation mode of the employee stock ownership plan during company financing Chapter IX taxes and expenses to be borne by the employee stock ownership plan Chapter X procedures for the implementation of the employee stock ownership plan 32 Chapter XI other important matters thirty-four
Chapter I General Provisions
The employee stock ownership plan is formulated in accordance with the company law, securities law, guiding opinions, guidance on information disclosure No. 4, other laws, regulations, normative documents and the articles of association. It follows the principles of fairness, impartiality and openness, and aims to improve the corporate governance structure and 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 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.
2、 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 II holders of the ESOP
1、 Determination basis of ESOP holders
1. Legal basis determined by the holder
The holder of the ESOP is 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 articles of association. The holder participates in the employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk bearing, and there is no forced employee participation by means of apportionment, forced distribution, etc.
2. Title basis determined by the holder
The holders of this ESOP shall meet one of the following criteria:
(1) Chairman and senior management of the company (excluding independent directors and chairman of the board of supervisors); (2) middle-level principal and deputy of the company’s headquarters;
(3) The first extraordinary general meeting of the company in 2021 deliberated and approved the company’s salary incentive and restraint plan and the 44th meeting of the eighth board of directors deliberated and approved the incentive objects identified in the annual salary incentive fund accrual and distribution plan.
3. Under any of the following circumstances, it shall not become the holder of the share holding plan:
(1) Being denounced or declared inappropriate by the stock exchange in the past three years;
(2) Being given administrative punishment by the CSRC for major violations of laws and regulations in the last three years;
(3) In the last three years, serious damage has been caused to the interests, reputation and image of the company due to the disclosure of state or company secrets, corruption, theft, embezzlement, bribery, dereliction of duty, or dereliction of duty and other acts in violation of national laws and regulations, or acts in violation of public order, good customs, professional ethics and ethics;
(4) The company determines that it cannot become the holder of the share holding plan;
(5) Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of the shareholding plan.
