Jiangsu Eastern Shenghong Co.Ltd(000301)
Management measures for phase II employee stock ownership plan
(the management measures need to be submitted to the general meeting of shareholders for deliberation)
Chapter I General Provisions
Article 1 in order to standardize the implementation of the employee stock ownership plan of Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as the “company”, “listed company” or ” Jiangsu Eastern Shenghong Co.Ltd(000301) “) (hereinafter referred to as the “Employee Stock Ownership Plan”), 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, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations and rules These management measures are formulated in accordance with the provisions of normative documents and the articles of Association Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership plan (Draft).
Chapter II participants of employee stock ownership plan
Article 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.
Under any of the following circumstances, they cannot become participants:
1. Those who have been publicly condemned or declared inappropriate by the regulatory authority within the last three years;
2. Being given administrative punishment by the regulatory authority for major violations of laws and regulations in the last three years;
3. Serious damage 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 violations of national laws and regulations, or violations of public order, good customs, professional ethics and ethics in the last three years;
4. Circumstances determined by the board of directors that they cannot become plan participants;
5. Other circumstances specified in relevant laws, regulations or normative documents that cannot become participants.
Article 3 participants who meet the standards shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
Chapter III capital source and stock source of employee stock ownership plan
Article 4 the capital sources of the employee stock ownership plan are the legal remuneration of employees, self raised funds, loans provided by the controlling shareholder Jiangsu Shenghong Technology Co., Ltd. and other ways permitted by laws and regulations. The company does not provide any form of financial assistance or guarantee for employees’ loans.
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 company’s controlling shareholder Jiangsu Shenghong Technology Co., Ltd. or its parent company plans to provide joint and several guarantees for the principal and interest of securities companies’ margin trading business, banks and other financial institutions, and provide a guarantee for employees’ self raised funds and expected income. After deducting relevant taxes, it is guaranteed that the annual yield of employees’ contribution is not less than 8% based on simple interest.
Article 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 through secondary market purchase (bidding transaction, block transaction) and other ways permitted by 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.
Chapter IV duration, lock-in period and prohibited behavior of employee stock ownership plan
Article 6 the duration of the employee stock ownership plan is 36 months, counting from the time when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan. Two months before the expiration of the duration, the duration can be extended after more than two-thirds of the shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
Article 7 the lock up period of the underlying shares obtained by the employee stock ownership plan is 12 months. The lock-in period starts from the time when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan. The lock-in period of the subsequent ESOP shall be determined in accordance with the relevant laws, regulations and agreements of that period.
Article 8 the employee stock ownership plan will strictly abide by the market trading rules and the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on not buying and selling stocks during the information sensitive period, and not buying and selling stocks of the company during the following periods:
1. Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
2. Within 10 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 Shenzhen Stock Exchange.
Chapter V Management Mode of employee stock ownership plan
Article 9 the highest internal authority of the employee stock ownership plan is the holder meeting, which authorizes the management committee as the management party to be responsible for the daily management of the employee stock ownership plan and exercise shareholder rights on behalf of all holders. The board of directors of the company is responsible for formulating and revising the plan and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders.
Article 10 all holders have the right to participate in the shareholders’ meeting and exercise their voting rights according to their shares. The holder may attend and vote at the meeting of holders 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.
Article 11 holders who individually or jointly hold more than 1 / 3 of the shares of the employee stock ownership plan may propose to convene a holders’ meeting. The shareholders’ meeting can be held only when the holders holding more than 1 / 2 of the shares of the employee stock ownership plan are present.
Article 12 the following matters need to be deliberated at the shareholders’ meeting:
1. To elect and recall members of the Management Committee;
2. Review the change, termination, extension and early termination of the employee stock ownership plan, and submit it to the board of directors of the company for deliberation and approval;
3. To consider whether the company will participate in the financing and capital solutions when financing by means of allotment, additional issuance and convertible bonds during the duration of the employee stock ownership plan;
4. Review and revise the management measures;
5. Authorize the management committee to supervise the daily management of the employee stock ownership plan;
6. Authorize the management committee to exercise the rights of shareholders or the asset management institution to exercise the rights of shareholders, including but not limited to the arrangements for the attendance, proposal and voting of the company’s general meeting of shareholders, as well as the arrangements for participating in the company’s cash dividend, bond interest conversion, share distribution, share allotment and bond allotment;
7. Authorize the management committee to be responsible for the connection with the asset management organization;
8. Other matters that the Management Committee deems necessary to convene a shareholders’ meeting for deliberation;
9. Other functions and powers that can be exercised by the shareholders’ meeting as stipulated by laws and regulations or the CSRC.
Article 13 the first holder meeting shall be convened and presided over by the chairman of the company or his authorized person, 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.
Under any of the following circumstances, a shareholders’ meeting shall be convened:
1. The board of directors of the company proposes the change plan of the employee stock ownership plan;
2. The board of directors of the company proposes the revision plan of the management measures;
3. The Management Committee proposes to terminate the ESOP in advance;
4. The management committee fails to perform its duties;
5. Other matters that have a significant impact on the rights and obligations of the holders of the employee stock ownership plan and require the convening of the holders’ meeting.
Article 14 to convene the shareholders’ meeting, the management committee shall give a notice of the meeting five natural days in advance.
The notice of the meeting shall be delivered to all holders by direct delivery, mail, fax, e-mail or other means. The 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;
8. Date of notification.
In case of emergency, the holder’s meeting can be held 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 15 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 shareholders for voting after the discussion of all proposals at the meeting. The voting method is a written voting method in which the votes are filled in. The holders of the employee stock ownership plan enjoy voting rights according to their shares, and have 1 vote for every 1 yuan share.
Article 16 the voting intention of the holder is divided into consent, objection and abstention. The holder shall choose one of the above intentions. If he fails to choose or chooses more than two intentions at the same time, he shall be deemed to have abstained; If the holder votes after announcing the voting results or after the end of the specified voting time limit, the voting situation shall not be counted.
Article 17 the chairman of the meeting shall announce the statistical results of on-site voting on the same day. If each proposal is approved by more than 1 / 2 of the shares held by the holders attending the shareholders’ meeting, it shall be deemed to have been passed by vote (except for the case that more than 2 / 3 shares are required to be approved as agreed in the management measures), forming an effective resolution of the shareholders’ meeting.
Article 18 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 management measures and the articles of association.
The chairman of the meeting is responsible for arranging personnel to make records of the holder’s meeting.
Article 19 employees who individually or jointly hold more than 1 / 3 of the shares of the ESOP may submit interim proposals to the shareholders’ meeting, which must be submitted to the management committee three working days before the shareholders’ meeting.
Chapter VI Management Committee
Article 20 a management committee shall be established for the ESOP to supervise the daily management of the ESOP, be responsible for the meeting of the holders of the ESOP, exercise shareholders’ rights on behalf of the holders or authorize the asset management institution to exercise shareholders’ rights.
Article 21 the management committee is composed of three members and has one chairman. The members of the management committee are elected by the shareholders’ meeting and the term of office is the duration of the employee stock ownership plan. The chairman of the management committee shall be elected by more than half of all the members of the management committee.
Article 22 members of the management committee shall abide by the provisions of laws, administrative regulations and these management measures, 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 have 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 encroach on the property of the employee stock ownership plan; 2. Do not misappropriate ESOP funds;
3. Without the consent of the management committee, it is not allowed to open an account to deposit the assets or funds of the employee stock ownership plan in its own name or in the name of other individuals;
4. Without the consent of the holders’ meeting, it is not allowed to lend the funds of the employee stock ownership plan to others or provide guarantee for others with the assets of the employee stock ownership plan;
5. It shall not use its authority to damage the interests of the employee stock ownership plan. If a member of the management committee violates his duty of loyalty and causes losses to the employee stock ownership plan, he shall be liable for compensation.
Article 23 the management committee shall exercise the following duties:
1. Be responsible for convening the shareholders’ meeting;
2. Supervise the daily management of ESOP on behalf of all holders;
3. Exercise shareholders’ rights on behalf of all holders or authorize the asset management institution to exercise shareholders’ rights, including but not limited to the arrangements for attending, proposing and voting at the company’s general meeting of shareholders, as well as the arrangements for participating in the company’s cash dividend, bond interest conversion, share distribution, share allotment and bond allotment;
4. Be responsible for docking with asset management institutions;
5. Sign relevant agreements and contracts on behalf of the ESOP;
6. Manage the benefit distribution of employee stock ownership plan;
7. Make decisions on the ownership of share transfer and compulsory transfer of employee stock ownership plan;
8. Handle the bookkeeping, filing, change and inheritance registration of ESOP shares;
9. Be responsible for the communication and contact with Jiangsu Eastern Shenghong Co.Ltd(000301) and propose the change, termination and extension of the duration of the employee stock ownership plan to the Jiangsu Eastern Shenghong Co.Ltd(000301) board of directors;
10. Other duties authorized by the shareholders’ meeting.
Article 24 the chairman of the management committee shall exercise the following functions and powers:
1. Preside over the shareholders’ meeting and convene and preside over the meeting of the Management Committee;
2. Supervise and inspect the implementation of the resolutions of the shareholders’ meeting and the Management Committee;
3. Send investment instructions to asset management institutions;
4. Other functions and powers authorized by the management committee.
Article 25 the management committee shall convene meetings from time to time, which shall be convened by the chairman of the management committee, and all members of the management committee shall be notified five natural days before the meeting is held. With the unanimous consent of all members of the management committee, it can be held and voted by means of communication.
Article 26 members of the management committee and holders representing more than 1 / 3 of the shares may propose to call
