Securities code: Sundy Land Investment Co.Ltd(600077) securities abbreviation: Sundy Land Investment Co.Ltd(600077) Announcement No.: pro 2022044 Sundy Land Investment Co.Ltd(600077)
Announcement on the company’s directors, supervisors and senior managers abandoning the earnings of employee stock ownership plan in 2018
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important:
The current directors, supervisors and senior managers Yu Jianwu, Wang Qinghua, Chen Zhenning, Xiao Jianke, Zheng Xiliang, Zhu Jin and Li Jinxing (hereinafter referred to as the current directors, supervisors and senior managers) voluntarily give up the total income corresponding to the actual contribution share of the employee stock ownership plan in 2018, totaling 27.2 million yuan (with rounding error), and submit it to the Management Committee of the employee stock ownership plan for disposal. On March 28, 2022, the Management Committee of the employee stock ownership plan convened the holder’s meeting for deliberation and approval. The above-mentioned income abandoned by the directors, supervisors and senior executives will be given to the company unconditionally and free of charge to supplement the company’s working capital and support the company’s business development. The Management Committee of the employee stock ownership plan is authorized to implement the above matters. On March 28, 2022, the Management Committee of the employee stock ownership plan decided to transfer the relevant funds to the company’s bank account before April 15, 2022.
Up to now, the company’s 2018 employee stock ownership plan has been sold and is in liquidation. The company received the letter of commitment from the current directors, supervisors and senior managers of the company participating in the 2018 employee stock ownership plan on March 26, 2022, and now disclose the relevant information as follows:
1、 The current directors, supervisors and senior executives voluntarily give up all the income shares corresponding to the actual contribution shares of the employee stock ownership plan in 2018:
The current directors, supervisors and senior managers voluntarily give up all the actual contributions in 2018, totaling 35.75 million yuan, and the total income generated by the shares held is 27.2 million yuan (the amount of income is the expected data of the current directors, supervisors and senior managers, which is subject to the liquidation data of the Management Committee of the employee stock ownership plan), And submit the income corresponding to the abandoned contribution share to the ESOP Management Committee for disposal in accordance with laws and regulations.
On March 28, 2022, the board of directors of the company received the liquidation report of Songdu 2018 ESOP issued by the ESOP Management Committee. The liquidation details are as follows:
Actual subscription and actual income of 2018 draft employee stock ownership plan
No. holder’s employment status planned contribution actually subscribed
Proportional rate of return (10000 yuan) proportion of capital (10000 yuan)
1 Yu Jianwu, chairman and President 350000 11.67% 140000 10.90% 106498 76.07%
Wang Qinghua, executive director 10.00%, 540.00%, 710207%
3 Chen Zhenning director, vice president and financial director 215100 7.17% 690.00 5.37% 524.88 76.07%
4 Zheng Xiliang, director and Secretary of the board of directors 372.00 1.24% 120.00 0.93% 91.28 76.07%
5 Zhu Jin supervisor 420.00 1.40% 135.00 1.05% 102.69 76.07%
6 Li Jinxing employee supervisor 759.00 2.53% 245.00 1.91% 186.37 76.07%
7 Xiao Jianke director 275.00 0.92% 275.00 2.14% 209.19 76.07%
Current directors and supervisors’ subtotal 970300 32.34% 357500 27.84% 271950 76.07%
Subtotal of other employees 2029700 67.66% 926504 72.16% 704792 76.07%
Total 3000000 100.00% 1284004 100.00% 976742 76.07%
Changes in the share of directors and supervisors:
1. Yu Jianwu, Wang Qinghua, Chen Zhenning, Zheng Xiliang, Zhu Jin and Li Jinxing, the current directors, supervisors and senior managers of the company, were the then directors, supervisors and senior managers when the employee stock ownership plan was launched in 2018;
2. Xiao Jianke, the current director, was the assistant to the president of Hangzhou Songdu Real Estate Group Co., Ltd., a wholly-owned subsidiary of the company, and the director and supervisor of a non listed company when the employee stock ownership plan was launched in 2018. Later, he was elected as a director of the company after being deliberated and approved at the fifth extraordinary general meeting of shareholders in 2021 held on October 15, 2021;
3. After the launch of the employee stock ownership plan in 2018, senior executives Dai Keqiang and Jiang Yijun no longer serve as directors and supervisors of the company due to job adjustment.
Due to the above personnel changes and the final paid in amount, the planned contribution of the directors, supervisors and senior executives accounted for 41.43% of the total planned contribution, and the actual contribution accounted for 27.84% of the total actual contribution.
The calculation method of income: actual income = actual subscribed amount rate of return (the purchase amount of employee stock ownership plan in 2018 was 128404 million yuan. As of March 24, 2022, the account balance was 2260785 million yuan, the total income was 976781 million yuan, and the rate of return was 76.07%).
2、 Decisions made at the 2018 ESOP holders’ meeting and the ESOP Management Committee meeting of the company:
The authority of the 2018 ESOP is the shareholders’ meeting. On March 28, 2022, the Management Committee of the employee stock ownership plan convened 78 holders (with a total holding share of 92.65 million yuan) to hold the holders’ meeting. It was decided at the meeting that the current directors, supervisors and senior managers (Yu Jianwu, Wang Qinghua, Chen Zhenning, Xiao Jianke, Zheng Xiliang, Zhu Jin and Li Jinxing) who participated in the 2018 employee stock ownership plan would give up the corresponding share of the actual contribution of 35.75 million yuan in the 2018 employee stock ownership plan, and the total income generated would be 27.2 million yuan to the company unconditionally for replenishing the company’s working capital, Support the company’s business development. The management committee is authorized to implement the above matters.
On the same day, the Management Committee of the employee stock ownership plan decided that the Management Committee of the employee stock ownership plan would directly transfer the above income from the special bank account of the employee stock ownership plan to the company’s bank account at the latest before April 15, 2022 for the company to supplement working capital and support the company’s business development.
3、 Lawyer’s opinion
Zhejiang Tiance law firm issued a legal opinion on the abandonment of earnings by the directors, supervisors and the Management Committee of the employee stock ownership plan and the unconditional gift of earnings to the company. According to the legal opinion, as of the date of issuance of this legal opinion, the current directors and supervisors of the company are Yu Jianwu, Wang Qinghua, Chen Zhenning, Xiao Jianke, Zheng Xiliang, Zhu Jin and Li Jinxing. The actual contributions of the above-mentioned personnel to the 2018 ESOP are 14 million yuan, 7.1 million yuan, 6.9 million yuan, 2.75 million yuan, 1.2 million yuan, 1.35 million yuan and 2.45 million yuan respectively, It does not exceed the maximum proportion of capital contribution specified in the revised 2018 employee stock ownership plan of the company, and complies with the provisions of the revised 2018 employee stock ownership plan.
The current directors, supervisors and senior managers of the company voluntarily give up all the benefits corresponding to their individual shares in the 2018 ESOP and entrust the management committee to dispose of the benefits, which is the disposal of their personal property. However, since the management committee does not have the decision-making function of the above matters, the above matters have been submitted to the 2018 ESOP holders’ meeting for deliberation and final approval.
As the authority of the shareholding plan, the shareholders’ meeting has the right to consider and make decisions on matters that the Management Committee deems necessary to convene the shareholders’ meeting.
4、 Documents for future reference
Liquidation report of Sundy Land Investment Co.Ltd(600077) 2018 ESOP
Legal opinion on issues related to Sundy Land Investment Co.Ltd(600077) current directors, supervisors and senior executives abandoning the benefits of the employee stock ownership plan in 2018
The company will track and pay attention to the progress of the Management Committee of the employee stock ownership plan in the disposal of this share of income and fulfill the obligation of information disclosure.
It is hereby announced.
Sundy Land Investment Co.Ltd(600077) board of directors
March 29, 2022
