Securities code: 002311 securities abbreviation: Guangdong Haid Group Co.Limited(002311) Announcement No.: 2022-001 Guangdong Haid Group Co.Limited(002311)
Equity ownership and of ESOP of core team
Announcement on expiration of lock up period of phase III plan
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.
1、 Ownership of employee stock ownership plan of core team
(i) Overview
1. Overview of the third phase of the shareholding plan
(1) Guangdong Haid Group Co.Limited(002311) (hereinafter referred to as “the company”) deliberated and adopted the report on
< Guangdong Haid Group Co.Limited(002311) 核心团队员工持股计划之三期计划>
And its summary (hereinafter referred to as “the third phase plan of the shareholding plan”), agreeing to the company’s implementation of the third phase plan of the shareholding plan. According to the provisions of the third phase plan of the core team employee stock ownership plan: the final corresponding equity of the asset management plan share corresponding to the special fund of the third phase plan of the stock ownership plan (hereinafter referred to as the “special fund equity of the third phase plan”) will be vested in the holder by the Employee Stock Ownership Plan Management Committee in three vesting periods, and 40% equity will be vested in the first vesting period, In the second and third vesting periods, 30% equity is vested respectively.
(2) As of November 4, 2019, the third phase of the company’s core team employee stock ownership plan has been purchased through the secondary market by “GF Yuanchi Haida Core Employee Stock Ownership Plan No. 3 single asset management plan”, with a purchase quantity of 888500 shares.
(3) On December 31, 2019, the Management Committee of the employee stock ownership plan of the core team considered and determined that the share corresponding to the first vesting period was 40% of the company’s shares purchased by the special fund, i.e. 355400 shares; They are respectively attributed to all holders through internal registration and confirmation.
(4) On December 31, 2020, the Management Committee of the employee stock ownership plan of the core team considered and determined that the share corresponding to the second vesting period was 30% of the 888500 shares of the company purchased by the above special fund, i.e. 266550 shares; They are respectively attributed to all holders through internal registration and confirmation.
2. Overview of the fourth phase of the shareholding plan
(1) The 2020 annual general meeting of shareholders held on May 20, 2021 reviewed and approved the
< Guangdong Haid Group Co.Limited(002311) 核心团队员工持股计划之四期计划>
And its summary (hereinafter referred to as “the fourth phase plan of the shareholding plan”), agreeing to the company’s implementation of the fourth phase plan of the shareholding plan. According to the provisions of the fourth phase of the core team employee stock ownership plan: the stock source of the stock ownership plan is the stock repurchased by the special account for repurchase of the transferee company; The rights and interests corresponding to the purchased underlying shares and other rights and interests of the phase IV plan of the shareholding plan (hereinafter referred to as the “special fund rights and interests of the phase IV plan”) will be vested in the holders by the ESOP Management Committee in three vesting periods, 40% of the rights and interests in the first vesting period and 30% of the rights and interests in the second and third vesting periods respectively.
(2) As of June 18, 2021, 1194582 shares of the company’s shares held in the company’s special securities repurchase account have been transferred to the phase IV plan account of the company’s core team employee stock ownership plan in the form of non trading transfer, and the transfer of shares of the current stock ownership plan has been completed.
（2） Ownership of equity of employee stock ownership plan of core team
1. Ownership of equity in the third vesting period of the special fund equity of the third phase of the shareholding plan
On December 31, 2021, the Management Committee of the employee stock ownership plan of the core team considered and approved the proposal on the ownership of the rights and interests of the special fund of the third phase of the stock ownership plan in the third ownership period, and determined that the corresponding share of the equity holders of the special fund of the third phase of the stock ownership plan in the third ownership period was 30% of the 888500 shares of the company purchased by the above special fund, i.e. 266550 shares, The shares are respectively attributed to all holders through internal registration confirmation, including 200550 shares belonging to Mr. Cheng Qi, Mr. Qian Xueqiao, Mr. Yang Shaolin, Mr. Huang Zhijian, Mr. Liu Guoxiang, Mr. Jiang Xiewu, Mr. Mi Guocheng and Mr. Chen Zhongzhu, and 66000 shares belonging to other core employees.
2. Ownership of equity in the first vesting period of the special fund equity of the fourth phase of the shareholding plan
On December 31, 2021, the Management Committee of the employee stock ownership plan of the core team considered and approved the proposal on the ownership of the rights and interests of the special fund of the fourth phase of the stock ownership plan in the first vesting period, and determined that the corresponding share of the equity holders of the special fund of the fourth phase of the stock ownership plan in the first vesting period was 40% of the 1194582 shares of the company purchased by the above special fund, i.e. 477832 shares, The shares are respectively attributed to all holders through internal registration confirmation, of which 308000 shares belong to Mr. Cheng Qi, Mr. Qian Xueqiao, Mr. Liu Guoxiang, Mr. Yang Shaolin, Mr. Jiang Xiewu, Mr. Mi Guocheng, Mr. Chen Zhongzhu and Mr. Huang Zhijian, and 169832 shares belong to other core employees.
As of the date of this announcement, the shares of the company held by the shareholding plan have not been mortgaged, pledged or guaranteed; No third party other than the holder of the share holding plan has made any claim on the shares and funds of the share holding plan.
2、 The lock up period of the third phase of the shareholding plan expires
(i) Lock up period of the third phase of the shareholding plan
According to the provisions of the third phase plan of the stock ownership plan: the rights and interests corresponding to the asset management plan shares attributable to the special fund holders in the first and second vesting periods will be registered and confirmed in the employee stock ownership plan, The vesting and locking period of the corresponding equity is from the date when the corresponding equity of the equity share belongs to the holder to the date when the equity share belongs to the holder in the third vesting period; In the third vesting period, the rights and interests corresponding to the asset management plan shares attributable to the special fund holders do not have a vesting lock-in period, and the underlying shares under the corresponding asset management plan can be circulated and traded from the vesting date.
On December 31, 2021, the Management Committee of the employee stock ownership plan of the core team considered and approved the proposal on the third vesting period of the special fund interests of the third phase of the stock ownership plan and the unlocking of the current phase of the stock ownership plan. On December 31, 2021, the lock-in period of the first phase of the shareholding plan expires and the unlocking conditions are reached. From December 31, 2021, 888500 shares of all the underlying shares under the corresponding asset management plan can be circulated and traded, accounting for 0.05% of the total share capital of the company.
（2） Subsequent arrangements after the expiration of the lock-in period of the third phase of the shareholding plan
After the lock-in period of the third phase of the shareholding plan expires, the No. 3 single asset management plan of Guangfa Yuanchi Haida core employee shareholding plan will decide whether to sell shares according to the specific situation, and 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 shares during the information sensitivity period.
（3） Continuation, change and termination of the third phase of the shareholding plan
1. Duration of the third phase of the shareholding plan
The duration of the third phase of the shareholding plan is four years from the date when the shareholding plan is deliberated and adopted by the general meeting of shareholders. The current stock ownership plan can be extended or terminated in advance. The extension shall be submitted to the board of directors by the Employee Stock Ownership Plan Management Committee for deliberation and approval.
2. Change of the third phase of the shareholding plan
During the duration, major substantive changes in the shareholding plan shall be approved by more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting and submitted to the board of directors of the company for deliberation.
3. Termination and extension of the third phase of the shareholding plan
The stock ownership plan can be extended or terminated in advance. The extension shall be submitted to the board of directors by the ESOP Management Committee for deliberation and approval.
（4） Other instructions
The company will continue to pay attention to the implementation of the third phase of the shareholding plan and timely perform the obligation of information disclosure in accordance with relevant laws and regulations. Please pay attention to investment risks.
It is hereby announced.
Guangdong Haid Group Co.Limited(002311) board of directors January 4, 2002
