Lingda Group Co.Ltd(300125) phase I ESOP
(Revised Version)
March, 2002
Statement
The company and all members of the board of directors guarantee that the contents of the current employee stock ownership plan are true, accurate and complete without false records, misleading statements or major omissions.
Risk statement
1. The Lingda Group Co.Ltd(300125) phase I employee stock ownership plan (hereinafter referred to as the “current employee stock ownership plan” or the “current employee stock ownership plan”) has been deliberated and adopted at the first extraordinary general meeting of shareholders in 2021 held by the company on January 7, 2021.
2. The Lingda Group Co.Ltd(300125) phase I employee stock ownership plan (Revised Version) has been deliberated and adopted at the 19th meeting of the 5th board of directors held on March 11, 2022, and can be implemented only after being approved by the second extraordinary general meeting of shareholders in 2022.
3. The stock price is affected by many complex factors such as the company’s operating performance, industry development, macroeconomic cycle and investor psychology. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it.
4. The company will disclose relevant progress in accordance with relevant regulations. Please make careful decisions and pay attention to investment risks.
hot tip
The abbreviations of words in this part are consistent with the “interpretation”.
1、 The Lingda Group Co.Ltd(300125) phase I employee stock ownership plan (Revised Version) is prepared in accordance with 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 and other relevant laws, administrative regulations, rules, normative documents and the provisions of the articles of association.
2、 In order to cooperate with the company’s medium and long-term development strategic planning, establish and improve the benefit sharing mechanism of employees and shareholders, the company launched the current employee stock ownership plan.
3、 The current employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced employee participation in the employee stock ownership plan such as apportionment and forced distribution.
4、 The participants of the current employee stock ownership plan include directors (excluding independent directors), supervisors, senior managers of the company or its holding subsidiaries and employees in key positions recognized by the board of directors as having made outstanding contributions to the development of the company. The total number of employees participating in the current employee stock ownership plan shall not exceed 25, and the specific number of participants shall be determined according to the actual contributions of employees.
5、 The fund sources of the current ESOP are the legal salary of employees, self raised funds and other ways allowed by laws and regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the holder. The holder shall not accept loans or financing assistance from other enterprises with production and operation business dealings with the company. The current employee stock ownership plan does not involve leveraged funds.
The scale of the current ESOP does not exceed 3215100 shares, accounting for about 1.21% of the total share capital of the company on the announcement date of the draft ESOP; With “shares” as the subscription unit, each share is RMB 1.00. The total subscription share of the current employee stock ownership plan does not exceed 2764986, and the upper limit of the total amount of funds to be raised is RMB 2764986. The specific share is determined according to the actual contribution amount.
6、 The stock source of the current employee stock ownership plan is the shares repurchased in the company’s special repurchase account and intended to be used for equity incentive or employee stock ownership plan, that is, 3215100 shares repurchased by the company from September 6, 2018 to February 22, 2019, accounting for 1.21% of the company’s current total share capital of 265499995 shares. The specific number of shares held is determined by the actual contribution of employees, The company will timely perform the obligation of information disclosure as required. After the implementation of the current employee stock ownership 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, and the total number of shares corresponding to the share rights and interests obtained 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 in this period does not include the shares obtained by employees before the listing of the company’s initial public offering, the shares obtained by subscribing for non-public offering, self purchase in the secondary market and equity incentive. The final number of shares held shall be subject to the actual implementation.
7、 The purchase price of repurchased shares in the current employee stock ownership plan is 8.6 yuan / share.
8、 The duration of the current employee stock ownership plan shall not exceed 36 months. It shall be calculated from the date when the Lingda Group Co.Ltd(300125) phase I employee stock ownership plan (Draft) is reviewed and approved by the company’s general meeting of shareholders and the company announces the transfer of the last subject stock to the name of the employee stock ownership plan. After the expiration of the duration, it shall be terminated automatically, and may be terminated or extended in advance with the approval of the board of directors. The subject shares obtained by the employee stock ownership plan are unlocked in two phases. The unlocking time points are 12 months and 24 months from the date when the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, and the maximum locking period is 24 months. The proportion of the subject shares unlocked in each phase is 50% and 50% respectively, The specific unlocking proportion and quantity of each year shall be calculated and determined according to the performance indicators of the company and the assessment results of the holders.
9、 The current employee stock ownership plan is managed by the company itself. The company establishes an employee stock ownership plan management committee as the manager of the stock ownership plan to exercise shareholder rights on behalf of the employee stock ownership plan. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of ESOP holders. During the duration of the shareholding plan, the management committee may hire relevant professional institutions to provide management, consulting and other services for the daily management of the shareholding plan.
10、 The financial and accounting treatment and tax and other issues of the company’s implementation of the current employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant individual income tax that the holder needs to pay for the implementation of the current employee stock ownership plan shall be borne by the employees themselves.
11、 Before implementing the ESOP, the company will solicit the opinions of employees through the employee congress. After the draft of the employee stock ownership plan is proposed and approved by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation, and the management of the company shall be authorized to implement it after being approved by the general meeting of shareholders. The resolution of the board of directors on the employee stock ownership plan shall be adopted by more than half of all non affiliated directors. If the number of unrelated directors attending the board of directors is less than three, the board of directors shall directly submit the matter to the general meeting of shareholders of the listed company for deliberation.
12、 The ESOP can be implemented only after being reviewed and approved by the general meeting of shareholders of the company. The shareholders’ meeting of the company to review the employee stock ownership plan adopts 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, and related shareholders will avoid voting.
13、 After the implementation of the current employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Declare that 1 risk warning 2 special tips 3 interpretation 6 I. purpose of the current employee stock ownership plan 7 II. Basic principles of the current employee stock ownership plan 7 III. participants of the current employee stock ownership plan 7 IV. capital and stock sources of the current employee stock ownership plan 8 v. duration, lock-in period and assessment criteria of the current employee stock ownership plan Vi. management mode of the current employee stock ownership plan 11 VII. Participation mode of current employee stock ownership plan during company financing 17 VIII. Change and termination of the current employee stock ownership plan and disposal of the rights and interests of the holders 17 IX. asset composition, equity distribution and share disposal of the current employee stock ownership plan 20 X. rights and obligations of the company and its holders 21 Xi. Accounting treatment of employee stock ownership plan 22 XII. Procedures for implementing the current employee stock ownership plan 22 XIII. Relationship of association and concerted action involved in ESOP 23 XIV. Other important matters twenty-three
interpretation
Unless the context otherwise requires, the following abbreviations refer to the following meanings: Lingda Group Co.Ltd(300125) / the company / the company / the company refers to the current employee stock ownership plan of Lingda Group Co.Ltd(300125) municipal company / the employee refers to the stock ownership plan of Lingda Group Co.Ltd(300125) phase I employee stock ownership plan
The current draft of employee stock ownership plan refers to Lingda Group Co.Ltd(300125) phase I employee stock ownership plan (Draft)
The scope of personnel participating in the current employee stock ownership plan is the director holders of the company or holding subsidiaries, including (excluding independent directors), supervisors, senior managers and employees in key positions recognized by the board of directors as having made outstanding contributions to the development of the company
Holder’s meeting refers to the current ESOP holder’s meeting
Management Committee / Management Committee refers to the Management Committee of the current employee stock ownership plan
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Lingda Group Co.Ltd(300125) phase I employee stock ownership plan (Revised Version)
Lingda Group Co.Ltd(300125) stock / company stock refers to Lingda Group Co.Ltd(300125) A shares of common stock
The underlying stock refers to Lingda Group Co.Ltd(300125) a ordinary shares purchased and held by the current employee stock ownership plan through legal means
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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
The articles of association refers to the Lingda Group Co.Ltd(300125) articles of association
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
In this plan, if the total amount is inconsistent with the mantissa of the sum of each sub item value, it is caused by rounding.
1、 Purpose of current employee stock ownership plan
The company has formulated the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, other laws, regulations, normative documents and the articles of association and the principles of fairness, impartiality and openness.
The main purpose of the current employee stock ownership plan: in order to achieve the company’s strategic objectives and promote the sustainable, healthy and steady development of the company, the company launched the first employee stock ownership plan. The company’s employees hold the company’s shares through voluntary, legal and compliant participation in the employee stock ownership plan, which is conducive to the company’s establishment and improvement of the benefit sharing mechanism between workers and owners, the realization of the consistency of the interests of the company, shareholders and employees, and the promotion of mutual attention to the long-term development of the company; It is conducive to further improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company through effective institutional arrangements, and improve the quality of listed companies as a whole.
2、 Basic principles of current employee stock ownership plan
(I) principle of legal compliance
The company implemented the current employee stock ownership plan, performed the procedures in strict accordance with the provisions of laws and administrative regulations, and made true, accurate, complete and timely information disclosure. No one shall use the current 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 current employee stock ownership plan by the company follows the independent decision of the company, and employees participate voluntarily. The company does not force employees to participate in the current employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the current employee stock ownership plan shall bear their own profits and losses and risks.
3、 Participants of the current employee stock ownership plan
(I) basis for determining participants
1. The company has determined the list of participants of the current employee stock ownership plan in accordance with the company law, securities law, guiding opinions and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation.
2. The current employee stock ownership plan covers directors (excluding independent directors), supervisors, senior managers of the company or its holding subsidiaries and employees in key positions recognized by the board of directors as having made outstanding contributions to the development of the company.
(II) scope of participants
All participants must sign labor contracts or employment contracts with the company or its holding subsidiaries within the validity of the current employee stock ownership plan. Eligible employees shall participate in the current employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk bearing. The total number of employees participating in the current employee stock ownership plan shall not exceed 25, and the specific number of participants shall be determined according to the actual contributions of employees.
(III) verification of participants
The board of supervisors of the company shall verify the list of holders and explain the verification at the general meeting of shareholders. The company employs lawyers to express opinions on whether the participants of the employee stock ownership plan, the source of funds and shares, the term and scale, the management mode, etc. are legal and compliant, and whether the necessary review procedures are performed, and make an announcement two trading days before the on-site meeting of the general meeting of shareholders.
(IV) list of participants and share subscription of the current employee stock ownership plan
The current employee stock ownership plan takes “shares” as the unit, and each share is 1 yuan. The maximum number of shares of the current employee stock ownership plan is 2764986. The transfer price of the current employee stock ownership plan is 8.6 yuan / share, and the total number of shares to be subscribed is 3215100 shares.
A total of 8 directors, supervisors and senior managers of the company participated in the current employee stock ownership plan, with a total share of 2095100 shares, accounting for 65.16% of the total share of the employee stock ownership plan; The total share subscribed by other employees is expected to be no more than 1.12 million shares, accounting for 34.84% of the total share of the employee stock ownership plan. List of participants and preliminary subscription
