Securities abbreviation: Eve Energy Co.Ltd(300014) securities code: Eve Energy Co.Ltd(300014)
The ninth employee stock ownership plan
(Draft)
March, 2002
Eve Energy Co.Ltd(300014) the ninth employee stock ownership plan
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. one
Risk statement
(I) Eve Energy Co.Ltd(300014) 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) the specific capital source, contribution amount and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed;
(III) the stock price is affected by the company's operating performance, macroeconomic cycle, political and economic situation outside China, investor psychology and other complex factors. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it;
(IV) investors are kindly requested to make prudent decisions and pay attention to investment risks.
hot tip
1. The Eve Energy Co.Ltd(300014) ninth employee stock ownership plan (Draft) is based on the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidance on the pilot implementation of employee stock ownership plan by listed companies, the guidance on information disclosure of listed companies of Shenzhen Stock exchange No. 4 - employee stock ownership plan and other relevant laws and regulations Normative documents and Eve Energy Co.Ltd(300014) articles of association.
2. This employee stock ownership plan (Draft) is the ninth employee stock ownership plan. After the plan is approved by the general meeting of shareholders, the above employee stock ownership plan will be entrusted to Gf Securities Co.Ltd(000776) asset management (Guangdong) Co., Ltd. for management and subscription of GF Yuanchi · Eve Energy Co.Ltd(300014) Employee Stock Ownership Plan No. 9 single asset management plan established by Gf Securities Co.Ltd(000776) asset management (Guangdong) Co., Ltd. (hereinafter referred to as " Eve Energy Co.Ltd(300014) No. 9") Eve Energy Co.Ltd(300014) No. 9 plans to acquire and hold Eve Energy Co.Ltd(300014) shares by means of secondary market purchase (including block trading) and other laws and regulations.
3. The participants of this employee stock ownership plan (Draft) are employees of the company. The number of participants in the employee stock ownership plan shall not exceed 3300, and there are no directors, supervisors and senior managers.
4. The fund source of this plan (Draft) is the legal salary of employees, self raised funds and other ways permitted by laws and administrative regulations. The company will not provide advance, guarantee, loan and other financial assistance to the holder in any way. The upper limit of the total capital when the ESOP is established is RMB 180 million, and the specific amount is determined according to the actual contribution amount.
5. The duration of the employee stock ownership plan shall not exceed 24 months, and the lock-in period of the underlying shares obtained shall be 12 months, calculated from the date when the company announces the last purchase transfer to the name of the management plan.
6. According to the upper limit of the capital scale of the employee stock ownership plan of 180 million yuan and the closing price of the company's shares of 75.15 yuan / share on March 10, 2022, the total number of subject shares that can be purchased and held by the employee stock ownership plan is about 2395200 shares, accounting for 0.13% of the total share capital of the company as of the date of publication of the 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. The number of underlying shares corresponding to the ESOP shares held by any holder shall not exceed 1% of the total share capital of the company. There is still uncertainty about the purchase of the final underlying shares, and the final number of shares held shall be subject to the actual implementation.
The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the company's initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
7. After the board of directors of the company reviews and approves the ESOP, the company will issue a notice of convening the general meeting of shareholders to review the ESOP. The ESOP can be implemented only after it is approved by the general meeting of shareholders of the company. 8. 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 online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time. 9. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Declare that one
Risk statement 2 special tips three
interpretation...... seven
Chapter I General Provisions eight
1、 The basic principles of this employee stock ownership plan eight
2、 The purpose of this ESOP is Chapter II holders of this ESOP nine
1、 Determination basis of ESOP holders nine
2、 Scope of ESOP holders nine
3、 Verification of ESOP holders nine
4、 The subscription principle of this ESOP 9 Chapter III capital source and stock source of the employee stock ownership plan eleven
1、 The source of funds for this ESOP eleven
2、 The stock source of this employee stock ownership plan eleven
3、 The scale of the underlying shares involved in this ESOP Chapter IV duration and lock-in period of the ESOP twelve
1、 The duration of this ESOP twelve
2、 The lock-in period of this ESOP Chapter V Management Mode of the employee stock ownership plan thirteen
1、 Holders' meeting thirteen
2、 Management Committee fourteen
3、 Holder sixteen
4、 Matters authorized by the general meeting of shareholders and the board of Directors seventeen
5、 Asset management organization seventeen
Chapter VI asset composition and equity disposal measures of the employee stock ownership plan eighteen
1、 The asset composition of the employee stock ownership plan eighteen
2、 Disposal of holders' interests eighteen
3、 Disposal of equity after the expiration of the employee stock ownership plan Chapter VII change and termination of the employee stock ownership plan twenty
1、 Change of employee stock ownership plan twenty
2、 Termination of employee stock ownership plan 20 Chapter VIII participation mode of the employee stock ownership plan during company financing Chapter IX selection and management agreement of asset management organization twenty-two
1、 Selection of asset management organization twenty-two
2、 The main terms of the asset management agreement twenty-two
3、 Management plan business expenses twenty-two
4、 Taxes Chapter 10 procedures for the implementation of the employee stock ownership plan 23 Chapter XI description of concerted action relationship and related relationship twenty-four
1、 Relationship with controlling shareholders, actual controllers, directors, supervisors and senior managers twenty-four
2、 Relationship with existing employee stock ownership plans 24 Chapter XII other important matters twenty-five
interpretation
In this draft, unless the context otherwise requires, the following words have the following meanings: Eve Energy Co.Ltd(300014) , the company, the company means Eve Energy Co.Ltd(300014) Eve Energy Co.Ltd(300014) shares, company shares
Refers to Eve Energy Co.Ltd(300014) ordinary shares, i.e. Eve Energy Co.Ltd(300014) a shares
Underlying stock, employee stock ownership plan, the plan
Refers to Eve Energy Co.Ltd(300014) the ninth employee stock ownership plan
Draft, this draft and the employee holding Eve Energy Co.Ltd(300014) the ninth employee stock ownership plan refer to
Draft stock plan (Draft)
Holder refers to the company's employees participating in the employee stock ownership plan
Holder's meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
GF asset management refers to Gf Securities Co.Ltd(000776) asset management (Guangdong) Co., Ltd
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The "guidelines for standardized operation" refers to the "guidelines for standardized operation of companies listed on the gem of Shenzhen Stock Exchange"
Letter Phi guideline No. 4 refers to the guideline No. 4 on information disclosure of listed companies of Shenzhen Stock Exchange - employee stock ownership plan
The guiding opinions on the pilot implementation of ESOP by listed companies refer to
See
The articles of association refers to the Eve Energy Co.Ltd(300014) articles of association
Employee stock ownership plan management office Eve Energy Co.Ltd(300014) the ninth employee stock ownership plan refers to
Administrative measures of the people's Republic of China
Subscription agreement for employee stock ownership plan Eve Energy Co.Ltd(300014) the ninth employee stock ownership plan refers to
Subscription agreement
CSRC refers to the China Securities Regulatory Commission
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Chapter I General Provisions
The employee stock ownership plan is formulated in accordance with the company law, securities law, listing rules, standardized operation guidelines, guiding opinions, letter Phi guideline 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 of the company, Ensure the realization of the company's future development strategy and business objectives.
1、 The basic principles of the employee stock ownership plan
(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 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.
(II) 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.
(III) risk bearing principle
The holders of ESOP shall bear their own profits and losses and risks.
2、 Purpose of the employee stock ownership plan
1. Stimulate the work enthusiasm and creativity of the backbone employees at the grass-roots level of the company, keep consistent with the development objectives of the company, and realize benefit sharing;
2. Deepen the company's incentive system, build a multi-level incentive structure, attract and retain excellent talents and business backbone, and improve the cohesion and competitiveness of the company's employees.
Chapter II holders of the ESOP
1、 Determination basis of ESOP holders
(I) legal basis for the determination of the holder
The holder of the ESOP is determined in accordance with the company law, securities law, guiding opinions, letter Phi guidance No. 4 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The company's employees participate in this ESOP in accordance with the principles of voluntary participation, legal compliance and risk bearing. All employees of subsidiaries or subsidiaries hold labor contracts and receive remuneration.
(II) job basis determined by the holder
Holders of this ESOP shall meet one of the following criteria:
1. More than half a year in the company and its subsidiaries
