Securities code: Lingda Group Co.Ltd(300125) securities abbreviation: Lingda Group Co.Ltd(300125) Announcement No.: 2022019 Lingda Group Co.Ltd(300125)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The company plans to revise the scope of participants in the first phase of the employee stock ownership plan, the company’s performance evaluation indicators and the disposal method of unlocked underlying stock rights and interests; In order to fully protect the interests of minority shareholders, the above matters will be submitted to the general meeting of shareholders of the company for deliberation and approval.
2. After this revision, “if the underlying stock rights and interests corresponding to the first unlocking period cannot be unlocked or partially unlocked, the unlocked underlying stock rights and interests can be deferred to the second unlocking period”, According to the actual performance recognition, “when the performance level of the current period does not meet the above performance evaluation target conditions of the company, the unlocked underlying stock rights and interests shall not be unlocked and shall be recovered by the shareholding plan management committee. After the sale at the right time, the holder shall be returned with the lower of the sum of the original subscription amount plus the bank loan interest rate (LPR) of the same period and the net income sold, and the remaining funds belong to the company” 。
3. The revision of the performance appraisal indicators aims to effectively stimulate the enthusiasm of employees and promote the sustainable and healthy development of the company through joint efforts. The relevant performance indicators do not constitute the prediction of the company’s future performance or the company’s commitment to any investors and related persons. Investors and related persons should maintain sufficient risk awareness Lingda Group Co.Ltd(300125) (hereinafter referred to as “the company”) held the 19th meeting of the 5th board of directors on March 11, 2022, deliberated and adopted the proposal on Revising Lingda Group Co.Ltd(300125) phase I ESOP and its summary and the proposal on Revising Lingda Group Co.Ltd(300125) phase I ESOP management measures, The above proposal needs to be deliberated and approved by the second extraordinary general meeting of shareholders in 2022. The details are as follows:
1、 Basic information about the company’s phase I employee stock ownership plan
The first extraordinary general meeting of shareholders in 2021 held by the company on January 7, 2021 deliberated and approved the proposal on Lingda Group Co.Ltd(300125) phase I employee stock ownership plan (Draft) and its summary Proposal on the management measures of Lingda Group Co.Ltd(300125) phase I employee stock ownership plan and proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s phase I employee stock ownership plan. In order to achieve the company’s strategic objectives, promote the sustainable, healthy and stable development of the company, establish and improve the benefit sharing mechanism between workers and owners, and improve the cohesion of employees and the competitiveness of the company, the company implements the first phase of employee stock ownership plan.
According to Lingda Group Co.Ltd(300125) phase I employee stock ownership plan, the participants of this phase of 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 scale of the current employee stock ownership plan is 3215100 shares, and the upper limit of the total funds raised is 2764986 yuan. The “shares” are taken as the subscription units, and each share is 1.00 yuan. The stock repurchase price of the company’s shares in the stock repurchase plan is 8.6 yuan, and the stock repurchase price of the company’s shares held in the company’s stock repurchase plan is 8.6 yuan.
On February 2, 2021, the company received the confirmation of securities transfer registration issued by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. 3215100 shares held in the special securities account for Lingda Group Co.Ltd(300125) repurchase have been transferred to the special account of ” Lingda Group Co.Ltd(300125) – phase I employee stock ownership plan” on February 1, 2021.
On March 1, 2022, the company held the 18th meeting of the 5th board of directors, deliberated and adopted the proposal on Revising Lingda Group Co.Ltd(300125) phase I ESOP and its summary and the proposal on Revising Lingda Group Co.Ltd(300125) phase I ESOP management measures, combined with the actual situation of the company, Adjusted the scope of holders of the first phase of the employee stock ownership plan and the company’s performance evaluation indicators for the second unlocking period (i.e. 2022). On March 11, 2022, the company held the 19th meeting of the 5th board of directors, deliberated and approved the proposal on Revising Lingda Group Co.Ltd(300125) phase I ESOP and its summary and the proposal on Revising Lingda Group Co.Ltd(300125) phase I ESOP management measures, It is agreed that the company will readjust the scope of participants in the first phase of the employee stock ownership plan in accordance with the latest relevant laws and regulations and the basic principle of “assuming sole responsibility for profits and losses, bearing risks and equal rights and interests with other investors” in the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies The company’s performance evaluation indicators and the disposal methods of unlocked underlying stock rights and interests, and revise the relevant contents of Lingda Group Co.Ltd(300125) phase I employee stock ownership plan and its abstract and Lingda Group Co.Ltd(300125) phase I employee stock ownership plan management measures.
2、 Revision of the company’s employee stock ownership plan in the first period
(I) reasons for revision
1. In view of the resignation of some holders participating in the current employee stock ownership plan and the changes of directors and senior managers of the company, in accordance with the provisions on the change and termination of the employee stock ownership plan and the disposal of the rights and interests of the holders in the Lingda Group Co.Ltd(300125) phase I employee stock ownership plan and the measures for the administration of Lingda Group Co.Ltd(300125) phase I employee stock ownership plan, The current employee stock ownership plan cancels the participation qualification of the resigned holders and transfers their interests in the employee stock ownership plan to the employees who meet the conditions of the employee stock ownership plan. The newly added ESOP holders and the initial participating holders abide by the same unlocking arrangement and company performance evaluation indicators, that is, they accept the evaluation of the first unlocking period and the disposal method of unlocked underlying stock rights and interests.
Among them, Mr. Wang Zhengyu, the former chairman of the company, resigned from the company and did not work in the company. Therefore, the Management Committee of the company’s phase I employee stock ownership plan, in accordance with the provisions of Lingda Group Co.Ltd(300125) phase I employee stock ownership plan, The management committee decides to transfer 1044986 million shares of the first phase of the employee stock ownership plan held by Mr. Wang Zhengyu (accounting for 37.79% of the current employee stock ownership plan) to the holders designated by the management committee. After the transfer, Mr. Wang Zhengyu no longer holds the share of the company’s employee stock ownership plan.
2. Due to the multiple effects of the global epidemic in 2021, the dual control and power restriction policy of energy consumption and the shortage of silicon supply, the performance of battery chip manufacturers, including the company’s wholly-owned subsidiary (Jinzhai Jiayue), declined to varying degrees. In the face of the above adverse factors, considering the current objective environment and the actual situation of the company, after careful research, the board of directors of the company believes that: (1) various countermeasures should be taken to minimize the negative impact of the fluctuation of the photovoltaic industry chain on the company, and it is more necessary to encourage team morale and fully mobilize work enthusiasm in special periods, Continue to work for the annual development goals; (2) The interests of the company, shareholders and employees should be highly unified to create greater value for the company, shareholders, employees and society.
In view of this, the board of directors of the company decided to adjust the performance evaluation indicators of the company in the second unlocking period (i.e. 2022) of the first phase of the employee stock ownership plan in combination with the characteristics of the main business industry.
3. The company has issued the performance forecast for 2021 on January 24, 2022. It is estimated that the net profit in 2021 will be a loss of 79 million yuan to 93 million yuan and the operating income will be 1 billion yuan to 1.1 billion yuan. In view of this, it is estimated that the performance evaluation index of net profit of no less than 120 million yuan in 2021 in the first unlocking period of the company’s phase I employee stock ownership plan will basically not be realized. According to the employee stock ownership plan “When the performance level of the current period reaches the above performance evaluation target conditions of the company, the corresponding target stock rights and interests of each period can be unlocked. If the corresponding target stock rights and interests of the first unlocking period cannot be unlocked or partially unlocked, the unlocked target stock rights and interests can be deferred to the second unlocking period, and all of them can be unlocked when the cumulative performance level of two periods reaches the performance evaluation indicators of two periods in the second unlocking period Lock. ” According to the agreement of the company, the stock rights and interests that cannot be unlocked in the first unlocking period of the company can be deferred to the second unlocking period. According to the latest relevant laws and regulations and the basic principle of “self responsibility for profits and losses, self responsibility for risks and equal rights and interests with other investors” in the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the company plans to revise the disposal method of the subject stock rights and interests that have not been unlocked in the first unlocking period of phase I employee stock ownership plan (i.e. 2021), The rights and interests of the underlying shares that have not been unlocked will be recovered by the shareholding plan management committee. After the sale at the right time, they will be returned to the holder at the lower of the sum of the original subscription amount plus the bank loan interest rate (LPR) in the same period and the net income sold. The remaining funds belong to the company and will not be deferred to the second unlocking period.
In conclusion, the board of directors of the company adjusted the relevant elements of the employee stock ownership plan according to the authorization of the first extraordinary general meeting of shareholders in 2021, and revised the Lingda Group Co.Ltd(300125) phase I employee stock ownership plan and its summary and the relevant contents of the Lingda Group Co.Ltd(300125) phase I employee stock ownership plan management method accordingly.
(II) main revision contents
1. Participant revision
(1) Before revision:
The total number of employees participating in the current employee stock ownership plan shall not exceed 20, and the specific number of participants shall be determined according to the actual contributions of employees.
A total of 7 directors, supervisors and senior managers of the company participated in the current employee stock ownership plan, with a total share of 2.9251 million shares, accounting for 90.98% of the total share of the employee stock ownership plan; The total share subscribed by other employees is expected to be no more than 290000 shares, accounting for 9.02% of the total share of the employee stock ownership plan. The list of participants and the preliminary subscription scheme are as follows:
Serial number name position subscribed shares in the proportion of paid in capital (10000 shares) share plan held by employees in this period (10000 copies) (10000 yuan)
1 Chairman / President Wang Zhengyu 121.51 37.79% 10449861044986
2. Director / Vice President / chief financial officer of Han Jiahou
3 Zhao Kaixin, chairman of the board of supervisors
4. Supervisor hooker
5 supervisor Li Wei 171 53.19% 1470.6 vice president Liu Qi / Secretary of the board of directors
7 Zhang Xiaoying, vice president
8 other employees (10 persons) 29 9.02% 249.4 249.4
Total (17 persons) 321.51 100% 27649862764986
Note: the discrepancy between the total count in the above table and the mantissa of the sum of the sub item values is caused by rounding.
Mr. Wang Zhengyu, the actual controller of the company, participated in the employee stock ownership plan, mainly considering its core role in the company’s management and expressing the confidence of the company’s management in the future development of the company, which helps to mobilize the enthusiasm of the company’s management and employees and improve the cohesion and competitiveness of all employees. The company believes that the participation of actual controllers who have made significant contributions to the operation, management and development of the company in the employee stock ownership plan complies with the provisions of the company law, the securities law, the guiding opinions, the disclosure guidance No. 4 and other laws and regulations and the articles of association, and there is no damage to the interests of small and medium-sized investors.
If the participants fail to pay their subscription funds on time and in full, they shall be deemed to have automatically waived their subscription rights. The board of directors of the company may adjust the list of participants and their subscription shares according to the actual payment of employees, and the final number of participants The list and the shares subscribed for the current employee stock ownership plan shall be determined according to the actual signing of the employee stock ownership plan subscription agreement and the final payment.
(2) Revised:
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.
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. The list of participants and preliminary subscription scheme are as follows:
Serial number name position subscribed shares in the proportion of paid in capital (10000 shares) share plan held by employees in this period (10000 copies) (10000 yuan)
1. Director / President / chief financial officer of Han Jiahou
2. Qiu Zhihua, Director / Vice President
3 Zhao Kaixin, chairman of the board of supervisors
4. Supervisor hooker
5 supervisor Li Wei 209.51 65.16% 18017861801786 Wu Zhonghan Vice President / Chief Technology Officer
7 Liu Qi, Vice President / Secretary of the board of directors
8 Zhang Xiaoying, vice president
9 other employees (13 persons) 112 34.84% 963.2 963.2
Total (21 persons) 321
