Guangdong Tapai Group Co.Ltd(002233)
The fifth employee stock ownership plan
March, 2002
Statement
The company and all members of the board of directors guarantee that the content of the employee stock ownership plan is true, accurate and complete without false records, misleading statements or major omissions.
hot tip
1、 The Guangdong Tapai Group Co.Ltd(002233) fifth employee stock ownership plan (hereinafter referred to as “the fifth Employee Stock Ownership Plan”) refers to Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”) in accordance with the company law, the securities law, the guidance on the pilot implementation of employee stock ownership plan by listed companies, and the guidance on self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board And other relevant laws, regulations and normative documents, as well as the articles of association, 20182023 employee stock ownership plan (Draft) and management measures for employee stock ownership plan.
2. The fifth employee stock ownership plan corresponds to the fiscal year of 2022.
3. The participants of the fifth phase of the employee stock ownership plan are some directors, supervisors, senior managers and other regular employees determined by the board of directors of the company, which is expected to be about 1300.
4. The fund source of the fifth employee stock ownership plan is: the net annual incentive bonus (the annual incentive bonus after withholding and paying employees’ individual taxes). The proportion of annual accrued incentive bonus is determined according to the realized annual comprehensive income, as follows:
No. proportion of annual comprehensive income before incentive bonus is accrued
Less than RMB12 billion 5%
2.12-1.4 billion yuan 6%
3.14-1.6 billion yuan 7%
4.16-1.8 billion yuan 8%
More than RMB 518 billion 10%
5. The source of the underlying stock involved in the employee stock ownership plan is: the company repurchases the company’s shares or the company’s shares purchased in the secondary market.
6. The purchase price of the company’s repurchased shares under the fifth employee stock ownership plan shall be implemented according to the following standards:
The price discount of the shares repurchased by the transferee of the ESOP is determined according to the realization of the annual comprehensive income and the cost of repurchasing the shares, as follows:
Serial number: the proportion of incentive bonus accrued in the year before the incentive bonus is accrued, and the price discount of shares repurchased
Comprehensive income
15% discount for less than RMB12 billion
2.12-1.4 billion yuan, 6% 20% discount
RMB 3.14-1.6 billion, 7% discount
4.16-1.8 billion yuan, 8% 60% discount
10% discount for more than RMB 518 billion
7. Scale of underlying stocks involved in the fifth phase of employee stock ownership plan
According to relevant regulations, during the duration of the first phase to the sixth phase of the employee stock ownership plan, the cumulative stock of the subject stock involved in the employee stock ownership plan shall not exceed 10% of the total share capital of the company at any time; Among them, the number of underlying shares corresponding to the shares of the employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company at any time. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
8. The duration of the fifth employee stock ownership plan is 96 months, which is calculated from the date when the subject stock announced by the company is registered to the current employee stock ownership plan.
9. The lock-in period of the underlying stock obtained by the fifth phase of the employee stock ownership plan is 12 months, which is calculated from the date when the company announces the registration of the underlying stock to the current employee stock ownership plan.
10. The fifth employee stock ownership plan is managed by the company itself. The company sets up an ESOP Management Committee to exercise shareholders’ rights on behalf of the ESOP. During the duration of the ESOP, the management committee may employ relevant professional institutions to provide management, consulting and other services for the daily management of the ESOP.
11. The financial and accounting treatment and taxation of the company’s implementation of the fifth employee stock ownership plan shall be implemented in accordance with the relevant financial system, accounting standards and tax system.
12. After the implementation of the fifth employee stock ownership plan, the company’s equity distribution will not meet the requirements of listing conditions.
catalogue
1、 The purpose of this plan 6 II. Basic principles of the plan 6 III. participants, sources of funds and determination methods of shares of the plan 6 IV. stock source and scale of the plan 9 v. the duration of the plan and the lock-in period of the underlying shares involved Vi. management mode of the plan 11 VII. Rights and obligations of the holder VIII. Participation mode of the plan during the company’s financing during the duration 12 IX. relationship and concerted action relationship involved in the employee stock ownership plan 12 X. relevant accounting treatment involved in the employee stock ownership plan and its impact on operating performance 13 Xi. Change and termination of employee stock ownership plan 14 XII. Special disposal of the rights and interests of the holders 14 XIII. Disposal of shares after the expiration of the plan 15 XIV. Procedures for the implementation of the plan 16 XV. Other important matters sixteen
interpretation
In this employee stock ownership plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Definition of abbreviation
Company means Guangdong Tapai Group Co.Ltd(002233)
Employee stock ownership plan and this plan refer to Guangdong Tapai Group Co.Ltd(002233) the fifth employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
Holder refers to the company’s employees participating in the company’s employee stock ownership plan
Holder’s meeting means the meeting of the holders of the employee stock ownership plan
The underlying stock refers to the stock of the company
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Guangdong Tapai Group Co.Ltd(002233) employee stock ownership plan
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 articles of association refers to the Guangdong Tapai Group Co.Ltd(002233) articles of association
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: there may be differences in the mantissa of some totals of the plan due to rounding.
1、 Purpose of this plan
The fifth phase of employee stock ownership plan is in accordance with relevant laws and regulations such as the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board The main purpose and significance of the formulation of normative documents and the articles of association and the 20182023 employee stock ownership plan (Draft) are as follows:
Further establish and improve the long-term incentive and restraint mechanism for CO creation and sharing, fully mobilize the enthusiasm of managers and employees, improve the attractiveness and cohesion of the company, realize the consistency of the interests of the company, shareholders and employees, improve the core competitiveness of the company, and promote the stable, healthy and long-term development of the company.
2、 Basic principles of the plan
(I) 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 true, accurate, complete and timely information disclosure. No one shall use the 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 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 company’s employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
3、 Participants, sources of funds and determination methods of shares of the plan
(I) participants
Some directors, supervisors, senior managers and other regular employees determined by the board of directors of the company are expected to be about 1300.
(II) source of funds
Net annual incentive bonus (annual incentive bonus after withholding and remitting employees’ tax).
The proportion of incentive bonus withdrawn in 2022 is determined according to the realized annual comprehensive income, as follows:
No. proportion of annual comprehensive income before incentive bonus is accrued
Less than RMB12 billion 5%
2.12-1.4 billion yuan 6%
3.14-1.6 billion yuan 7%
4.16-1.8 billion yuan 8%
More than RMB 518 billion 10%
Since the business of the company consists of traditional industries and emerging industries, the general meeting of shareholders authorizes the board of directors and the salary assessment committee to reasonably refine the year-end comprehensive income indicators of traditional industries and emerging industries within the framework of the above-mentioned annual comprehensive income indicators and accrual proportion in combination with the annual operation of each industry of the company, According to the proportion of the respective comprehensive income indicators of traditional industries and emerging industries in the company’s annual comprehensive income after refinement, the grade difference of each industry is calculated according to the annual comprehensive income grade difference in the above table, and the incentive bonus of each industry is calculated when the accrual proportion remains unchanged. The calculation formula of annual incentive bonus of each industry is as follows:
Incentive bonus of traditional industries = annual comprehensive income of traditional industries × Withdrawal proportion;
Incentive bonus for emerging industries = annual comprehensive income of emerging industries × Accrual proportion.
The fund of the fifth phase of the employee stock ownership plan comes from the net annual incentive bonus. In 2022, the company’s annual business goal is to achieve comprehensive income (net profit) of 1.9 billion yuan before incentive bonus is withdrawn. This target is the internal production and operation target proposed by the company itself, which is not a profit forecast and cannot be used as an investment basis. Please pay attention to investment risks.
There is no arrangement for a third party to provide rewards, subsidies, information and other information for employees to participate in the ESOP. There is no arrangement for the company to provide financial assistance or guarantee for its loans to the participants in the employee stock ownership plan.
(III) share determination method
The “annual incentive bonus” is distributed after assessment by the remuneration and assessment committee of the board of directors and relevant functional departments according to the performance of the work responsibilities of the plan participants. The shares held by the participants are based on the amount of after tax “annual incentive bonus” paid into the employee stock ownership plan, and each 1.00 yuan is counted as one share of the stock ownership plan.
(IV) the distribution proportion of participants in the fifth phase of employee stock ownership plan is as follows:
The participants of the fifth phase of employee stock ownership plan are expected to be about 1300.
The shares held by each participant are as follows:
Name of incentive object
