Stock Code: Jiangsu Eastern Shenghong Co.Ltd(000301) stock abbreviation: Jiangsu Eastern Shenghong Co.Ltd(000301) bond Code: 127030 bond abbreviation: Shenghong convertible bond Code: 114578 bond abbreviation: 19 Shenghong G1 Jiangsu Eastern Shenghong Co.Ltd(000301)
Phase II employee stock ownership plan
(Draft)
March, 2002
statement
The company and all members of the board of directors guarantee that the contents of the employee stock ownership plan are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of its contents.
Risk statement
1. The Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership plan (Draft) can be implemented only after being approved by the Jiangsu Eastern Shenghong Co.Ltd(000301) general meeting of shareholders. There is uncertainty whether the employee stock ownership plan can be approved by the general meeting of shareholders of the company.
2. The specific capital source, contribution proportion and implementation plan of the employee stock ownership plan are preliminary results and uncertain.
3. After the establishment of the employee stock ownership plan, it will be managed by a professional institution with asset management qualification. The trust contract or asset management contract related to the employee stock ownership plan has not been signed, so there is uncertainty.
4. At present, collective trust products or asset management products have not been established, and there may be a risk that trust products or asset management products cannot be implemented due to changes in relevant regulatory policies in the future.
Please make careful decisions and pay attention to investment risks.
hot tip
1. Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership plan refers to relevant laws, administrative regulations, departmental rules and regulations of the company 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 self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board Formulation of normative documents and Jiangsu Eastern Shenghong Co.Ltd(000301) articles of association.
2. The scope of participating in the employee stock ownership plan is the middle-level and above personnel of the listed company and its holding subsidiaries approved by the board of directors, as well as other personnel determined by the board of directors. The participants shall work in the company or its holding subsidiaries, receive remuneration and sign labor contracts, and the total number of participants shall not exceed 2958, The specific number of participants shall be determined according to the actual payment of employees. The board of directors of the company may adjust the list and distribution of employees participating in the stock ownership plan according to the changes of employees. The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no situation in which the company allocates or forcibly allocates employees to participate in the employee stock ownership plan.
3. There is no concerted action relationship between the ESOP and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
4. The initial total amount of funds to be raised by the employee stock ownership plan shall not exceed 3260 million yuan, of which the self raised funds of employees shall not exceed 163 million yuan. It is planned to be implemented by establishing special financial products, securities companies’ margin trading, asset management / trust products and other ways permitted by laws and regulations. The ratio of financing funds to self raised funds shall not exceed 1:1, That is, the financing amount of financial institutions shall not exceed 1630 million yuan. The capital leverage ratio complies with the relevant provisions of laws, regulations and normative documents such as the guiding opinions on regulating the asset management business of financial institutions (Yin Fa [2018] No. 106), and the specific amount is determined according to the actual contribution amount and financing amount. The company’s employees’ participation in the employee stock ownership plan is funded by their legal remuneration, self raised funds, loans from Shenghong technology, the controlling shareholder, and other ways permitted by laws and regulations. Listed companies do not provide financial assistance to employees or guarantee their loans. Shenghong technology, the controlling shareholder of the company, or its parent company intends to provide joint and several guarantees for the principal and interest of securities companies, banks and other financial institutions, and provide a guarantee for the self raised funds and expected income of employees. After deducting relevant taxes, it is guaranteed that the annual yield of the part invested by employees is not less than 8% based on simple interest.
5. After the ESOP is approved by the general meeting of shareholders, financial institutions with relevant qualifications will be entrusted to establish a collective fund trust plan or asset management plan in accordance with laws and policies for management. The collective fund trust plan or asset management plan obtains and holds Jiangsu Eastern Shenghong Co.Ltd(000301) shares by means of secondary market purchase (bidding transaction, block transaction) and other laws and regulations. The main investment scope of the collective fund trust plan or asset management plan is to purchase and hold Jiangsu Eastern Shenghong Co.Ltd(000301) shares.
6. 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 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 company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
Based on the closing price of Jiangsu Eastern Shenghong Co.Ltd(000301) shares of 15.84 yuan / share on March 10, 2022, the maximum number of Jiangsu Eastern Shenghong Co.Ltd(000301) shares that can be purchased and held by the employee stock ownership plan is 2058081 million shares, accounting for 3.46% of the total existing share capital of the company. The final purchase price and number of shares of the employee stock ownership plan shall be subject to the actual trading results. The ESOP will complete the purchase of Jiangsu Eastern Shenghong Co.Ltd(000301) shares through secondary market purchase (bidding transaction, block transaction) and other ways permitted by laws and regulations within 6 months after the ESOP is considered and approved by the general meeting of shareholders, and the company will make a timely announcement. The purchase of the company’s shares is still uncertain, and the final number of shares held shall be subject to the actual implementation.
If the total number of shares held by Jiangsu Eastern Shenghong Co.Ltd(000301) all effective employee stock ownership plans exceeds 10% of the total share capital of the company due to the change of share price, the employee stock ownership plan will adjust the number of shares held to ensure that the total number of shares held by Jiangsu Eastern Shenghong Co.Ltd(000301) all effective employee stock ownership plans does not exceed 10% of the total share capital of the company. If the total number of shares corresponding to the share equity acquired by any employee may exceed 1% of the total share capital of the company due to the change of share price, the board of directors shall adjust the share held by the holder to ensure that the total number of shares corresponding to the share equity acquired by any employee does not exceed 1% of the total share capital of the company.
7. The duration of the employee stock ownership plan is 36 months. The lock-in period of the company’s shares purchased through the secondary market of the employee stock ownership plan is 12 months, which is calculated from the time when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan. The employee stock ownership plan will terminate automatically if it is not extended after the expiration of its duration. After the expiration of the lock-in period, the management committee and the asset management institution will sell the company’s shares in due time according to the trust contract or asset management contract.
8. The employee stock ownership plan is based on the shares of the listed company obtained by the exchange. The shares derived from the distribution of stock dividends and the conversion of capital reserve by the listed company shall also comply with the above share locking arrangements. 9. The ESOP can only be implemented after being approved by the general meeting of shareholders of the company.
10. After the implementation of the employee stock ownership plan, the company’s control will not change, nor will the company’s equity distribution fail to meet the requirements of listing conditions.
11. 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.
catalogue
Declare that 2 risk tips 3 special tips 4 interpretation Chapter I General Provisions 9 Chapter II the holders of this ESOP Chapter III capital source and stock source of the employee stock ownership plan Chapter IV duration, lock-in period and prohibited sexual behavior of the employee stock ownership plan Chapter V Management Mode of the employee stock ownership plan Chapter VI disposal measures of the employee stock ownership plan Chapter VII change and termination of the employee stock ownership plan 24 Chapter VIII participation mode of the employee stock ownership plan during company financing Chapter IX selection and appointment of asset management organization and main terms of management agreement Chapter X procedures for the implementation of the employee stock ownership plan 26 Chapter XI other important matters twenty-seven
interpretation
Jiangsu Eastern Shenghong Co.Ltd(000301) , the company and the public refer to Jiangsu Eastern Shenghong Co.Ltd(000301)
Company, listed company
Shenghong technology refers to Jiangsu Shenghong Technology Co., Ltd
Employee stock ownership plan and this plan refer to Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership plan
The employee stock ownership plan
Draft, this draft, this employee holding refers to Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership plan (draft draft of draft stock ownership plan)
The underlying stock refers to Jiangsu Eastern Shenghong Co.Ltd(000301) a ordinary shares purchased and held by the employee stock ownership plan through legal means
Holder refers to the employee 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
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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
“Standardized operation” refers to the “guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board”
The articles of association refers to the Jiangsu Eastern Shenghong Co.Ltd(000301) articles of association
Management of phase II ESOP refers to the management method of Jiangsu Eastern Shenghong Co.Ltd(000301) phase II ESOP
CSRC and CSRC refer to the China Securities Regulatory Commission
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Chapter I General Provisions
The employee stock ownership plan is formulated in accordance with the company law, securities law, guiding opinions, standardized operation, 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, and improve the cohesion of employees and the competitiveness 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 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.
(III) 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
(I) establish a sharing mechanism
Establish 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. (II) improve the corporate governance structure
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.
(III) improve the incentive system
Deepen the company’s incentive system, advocate the common and sustainable development of the company and employees, fully mobilize the enthusiasm and creativity of employees, attract and retain excellent management talents and business backbone, and improve the cohesion and competitiveness of employees.
Chapter II holders of the employee stock ownership plan
1、 Basis for determining the holders of the employee stock ownership plan
(I) legal basis for the determination of the holders of the employee stock ownership plan
The holder of the ESOP is determined in accordance with the company law, securities law, guidance, standardized operation and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The company’s employees shall participate voluntarily, comply with laws and regulations and work in accordance with the law
