Management measures for phase I employee stock ownership plan (Revised)
Chapter I General Provisions
Article 1 in order to standardize the implementation of the first phase of the employee stock ownership plan of Lingda Group Co.Ltd(300125) (hereinafter referred to as Lingda Group Co.Ltd(300125) , the company) (hereinafter referred to as the current employee stock ownership plan), according to the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) These measures are formulated in accordance with the guidance of the CSRC on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “guidance”) and other relevant laws, administrative regulations, rules and normative documents, as well as the provisions of Lingda Group Co.Ltd(300125) articles of Association (hereinafter referred to as the “articles of association”) and Lingda Group Co.Ltd(300125) phase I ESOP (Revised Draft).
Chapter II Formulation of employee stock ownership plan
Article 2 basic principles of employee stock ownership plan
1. 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 ESOP to engage in securities fraud such as insider trading and manipulation of the securities market.
2. 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 current employee stock ownership plan by means of apportionment, forced distribution, etc.
3. Risk bearing principle
The participants of the current employee stock ownership plan shall bear their own profits and losses and risks.
Article 3 procedures for the implementation of employee stock ownership plan
1. The board of directors is responsible for drawing up the draft employee stock ownership plan and employee stock ownership plan. Before the company implements the current employee stock ownership plan, the company shall hold an employee congress to fully solicit the opinions of employees;
2. The board of directors shall review the draft of the current employee stock ownership plan, and the independent directors shall express their opinions on whether the current employee stock ownership plan is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether there are ways to force employees to participate in the employee stock ownership plan by means of apportionment and forced distribution;
3. The board of supervisors is responsible for expressing opinions on whether the current employee stock ownership plan is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether it forces employees to participate in the employee stock ownership plan by means of apportionment and forced distribution;
4. When the board of directors reviews the current employee stock ownership plan, the directors associated with the current employee stock ownership plan shall avoid voting. The board of directors shall announce the resolution of the board of directors, the full text and summary of the draft of the employee stock ownership plan, the opinions of independent directors and the opinions of the board of supervisors within 2 trading days after considering and adopting the draft of the current employee stock ownership plan;
5. The company employs a law firm to issue a legal opinion on the ESOP and announce the legal opinion before the shareholders’ meeting on the review of the current ESOP;
6. Hold a general meeting of shareholders to review the current employee stock ownership plan. The general meeting of shareholders will adopt the combination of on-site voting and online voting. After more than half of the effective voting rights attending the general meeting of shareholders are adopted, the current employee stock ownership plan can be implemented;
7. Convene the meeting of the holders of the employee stock ownership plan, elect the members of the management committee, and clarify the specific matters of the implementation of the employee stock ownership plan;
8. The company implements the current employee stock ownership plan, and discloses the time, quantity, proportion and other information of obtaining the subject shares in the form of temporary announcement within 2 trading days after completing the transfer of the subject shares to the name of the employee stock ownership plan;
9. Other procedures required by the CSRC and Shenzhen Stock Exchange.
Article 4 basis and standard for determining the holders of employee stock ownership plans
1. Legal basis for determining the holders of the current employee stock ownership plan
The holders of the current ESOP are determined in accordance with the company law, securities law, guiding opinions and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
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. 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. Article 5 capital source, stock source and quantity of employee stock ownership plan
1. Source of funds of employee stock ownership plan
The total amount of funds raised by the current employee stock ownership plan does not exceed 2764986 yuan, and the sources of funds are employees’ legal salary, 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 employee stock ownership plan does not involve leveraged funds. There is no arrangement for a third party to provide incentives, subsidies, subsidies, etc. for employees to participate in the stock ownership plan.
2. Source of underlying stock involved in employee stock ownership plan
The stock of the current employee stock ownership plan comes from the shares that have been repurchased in the company’s special account for repurchase and are intended to be used for equity incentive or employee stock ownership plan.
The 30th meeting of the third board of directors held on July 16, 2018 and the second extraordinary general meeting of shareholders held on August 2, 2018 considered and approved the plan on repurchase of shares of the company, and agreed that the company would use self raised funds to repurchase shares of the company through centralized competitive trading for employee stock ownership plan, equity incentive plan or reduction of registered capital. On September 6, 2018, the Company repurchased the company’s shares through centralized bidding transaction through the special securities account for stock repurchase for the first time. During the implementation period of share repurchase (i.e. from August 2, 2018 to February 22, 2019), the Company repurchased 3215100 shares of the company through centralized bidding transaction through the special securities account for stock repurchase, accounting for 1.21% of the company’s current total share capital, The highest transaction price is 16.10 yuan / share, the lowest transaction price is 13.00 yuan / share, and the total amount paid is 4608966797 yuan (excluding transaction costs).
After the plan is approved by the general meeting of shareholders, the current employee stock ownership plan will obtain 3215100 shares of the company’s shares held in the company’s special securities repurchase account by means of non trading transfer and other laws and regulations.
3. Scale of underlying stock involved in ESOP
The stock size of the employee stock ownership plan in this period is 3215100 shares repurchased by the company for the implementation of equity incentive or employee stock ownership plan from September 6, 2018 to February 22, 2019, accounting for 1.21% of the current total share capital of the company.
During the period from the announcement date of the resolution of the board of directors to the date when the company repurchases shares and transfers them to the name of the employee stock ownership plan without transaction, if the company has ex rights matters such as conversion of capital reserve to share capital, distribution of stock dividends, stock subdivision, stock reduction and so on, the number of such subject shares shall be adjusted accordingly.
The total number of shares of the company 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 number of underlying shares corresponding to the shares of employee stock ownership plans held by any holder 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 IPO of the company, the shares purchased by themselves through the secondary market and the shares obtained through the equity incentive plan.
4. Purchase price of the underlying stock involved in the employee stock ownership plan
The purchase price of repurchased shares in the current employee stock ownership plan is 8.6 yuan / share, which is 60% of the average price of 14.34 yuan / share of repurchased shares proposed by the company to implement equity incentive or employee stock ownership plan.
Article 6 duration of employee stock ownership plan, lock-in period of underlying shares and assessment standards
1. Duration of employee stock ownership plan
The duration of the current employee stock ownership plan is 36 months, which is calculated from the date when the company announces the transfer of the subject stock to the name of the employee stock ownership plan. After the expiration of the duration, it will be terminated automatically. It can be terminated or extended in advance with the deliberation and approval of the board of directors.
2. Lock up period of employee stock ownership plan
The subject shares obtained by the current employee stock ownership plan through non trading transfer and other methods permitted by laws and regulations shall be unlocked in two phases 12 months after the current employee stock ownership plan is deliberated and approved by the company’s general meeting and the company announces the transfer of the subject shares to the name of the current employee stock ownership plan, as follows:
Unlocking schedule unlocking time unlocking proportion
The first unlocking period is 50% within 12 months from the date when the company announces the transfer of the subject stock to the name of the current employee stock ownership plan
The second unlocking period shall be 50% within 24 months from the date when the subject stock announced by the company is transferred to the name of the current employee stock ownership plan
The relevant entities of the employee stock ownership plan must strictly abide by the market trading rules and the provisions on not buying and selling stocks in the information sensitive period. All parties shall not use the employee stock ownership plan for securities fraud such as insider trading and market manipulation.
The above sensitive period refers to:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date is delayed due to special reasons, from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(3) Within 2 trading days from the date of issuance of major events that may have a great impact on the company’s stock trading price or investment decision or the date of entering the decision-making procedures to the date of disclosure according to law;
(4) Other periods that may not be traded in the company’s shares as stipulated by the CSRC and Shenzhen Stock Exchange.
3. Performance evaluation of employee stock ownership plan
(1) Company performance assessment objectives
When the company reaches the following performance evaluation indicators, the funds obtained from the sale of shares at the corresponding unlocking time point shall be owned by all holders:
Unlock and arrange performance evaluation indicators
In the first unlocking period, the net profit of the company in 2021 shall not be less than 120 million yuan
In the second unlocking period, the net profit of the company in 2022 shall not be less than 40 million yuan, or the operating revenue of the company in 2022 shall not be less than 15%
RMB100mn
Remarks: (1) the above “net profit” assessment indicators refer to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, excluding the impact of share based payment involved in all equity incentive plans / employee stock ownership plans / incentive funds of the company and its subsidiaries during the assessment period, and excluding the impact of goodwill impairment during the assessment period; (2) The above assessment indicators of “operating income” require the company’s net profit of the year to be positive.
When the performance level of the current period reaches the above performance assessment target conditions of the company, the equity of the corresponding underlying stock in each period can be unlocked. When the performance level of the current period fails to meet the above performance assessment objectives and conditions of the company, the unlocked underlying stock rights and interests shall not be unlocked and shall be recovered by the stock ownership plan management committee. After the sale, 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.
(2) Individual performance assessment objectives
The specific individual cashing ratio shall be implemented according to the evaluation results of the following annual KPI (unified with the current operation evaluation, taking the evaluation coefficient corresponding to the completion rate of the current individual main evaluation index):
Evaluation criteria: excellent (a), good (b), fair (c)
Evaluation result (s) s ≥ 80% 60-80% s 60%
Standard coefficient 1 0.8 0.5
Individual unlocking share in the current period = target unlocking quantity × Standard coefficient.
Individual unlocked share in the current period = target unlocked quantity × (1-standard coefficient).
If the company’s performance evaluation index of the current period is reached, but the individual performance evaluation result of an employee is not excellent (a), the unlocked share of the employee in the current year shall be converted according to the standard coefficient corresponding to the evaluation result; The share unlocked by the employee in this year shall be recovered by the stock ownership plan management committee, and the transferee shall be determined by referring to the performance evaluation of all personnel participating in the employee stock ownership plan provided by the company’s human resources department. After the transfer is completed, it can be unlocked on schedule according to the plan. If there is no suitable transferee during the transfer period, the shares to be transferred will be converted into reserved shares and held by the personnel determined by the ESOP Management Committee. The transfer price shall be determined according to the lower of the subscription cost price of the shares held by the transferor and the cumulative net value corresponding to the shares. Chapter III Management of employee stock ownership plan
Article 7 management organization and management mode of employee stock ownership plan
The current employee stock ownership plan is managed by the company itself. The internal top management authority of the current employee stock ownership plan is the holder meeting. A management committee is set up for the current employee stock ownership plan as the management Party of the current employee stock ownership plan, which is responsible for opening relevant accounts of the current employee stock ownership plan, daily management of the current employee stock ownership plan, exercising shareholder rights on behalf of the current employee stock ownership plan and other specific work. The board of directors of the company is responsible for formulating and revising the current employee stock ownership plan, and handling other relevant matters of the current employee stock ownership plan within the scope authorized by the general meeting of shareholders. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the holders of the current employee stock ownership plan.
Article 8 holders of employee stock ownership plans
1. Rights of holders
(1) Attend the shareholders’ meeting and exercise voting rights;
(2) Enjoy relevant rights and interests according to their shares;
(3) Supervise the management of the current employee stock ownership plan and put forward suggestions or questions;
(4) The rights of the employee stock ownership plan or other laws and regulations of the administrative department.
2. Obligations of the holder
(1) Comply with the provisions of the current employee stock ownership plan;
(2) Pay the subscription funds according to the subscribed shares and methods of the current employee stock ownership plan;
(3) Calculated by current employee stock ownership
