Securities abbreviation: Jiangxi Hungpai New Material Co.Ltd(605366) securities code: Jiangxi Hungpai New Material Co.Ltd(605366) Jiangxi Hungpai New Material Co.Ltd(605366)
Employee stock ownership plan in 2022
(Draft)
Jiangxi Hungpai New Material Co.Ltd(605366)
April, 2002
Statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the ESOP and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The Jiangxi Hungpai New Material Co.Ltd(605366) 2022 employee stock ownership plan (Draft) (hereinafter referred to as “Employee Stock Ownership Plan”) is Jiangxi Hungpai New Material Co.Ltd(605366) (hereinafter referred to as “the company” ” Jiangxi Hungpai New Material Co.Ltd(605366) ) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies Relevant laws, administrative regulations, rules, normative documents and the provisions of Jiangxi Hungpai New Material Co.Ltd(605366) articles of association were formulated, such as the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
2. The current stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees. There is no situation of forced employees to participate in the stock ownership plan such as apportionment and forced distribution.
3. The participants of the current employee stock ownership plan are the company’s directors (excluding independent directors), supervisors, senior managers and core employees who the board of directors deems necessary to be encouraged. The total number of employees participating in the ESOP is no more than 11, including 8 directors (excluding independent directors), supervisors and senior managers participating in the ESOP. The specific number of participants is determined according to the actual payment.
4. The total number of shares 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 shares of the company corresponding to the share of employee stock ownership plan held by a single 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 does not include the shares obtained by employees before the listing of the company’s initial public offering, the shares purchased by themselves through the secondary market, the shares obtained through equity incentive and the shares obtained through asset restructuring.
5. The employee stock ownership plan is managed by the company itself. The company establishes an employee stock ownership plan management committee as the management Party of the employee stock ownership plan to exercise shareholders’ rights on behalf of the employee stock ownership plan. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the holders of the employee stock ownership plan. During the duration of the shareholding plan, the management committee may hire relevant professional institutions to provide management, consulting and other services for the daily management of the shareholding plan.
6. The fund sources of this ESOP are the legal salary of employees, self raised funds and other ways permitted by laws and administrative regulations. The company will not provide advance, guarantee, loan and other financial assistance to the holder in any way.
7. The share source of the ESOP is the shares repurchased by the company’s special account for repurchase. After the ESOP is reviewed and approved by the general meeting of shareholders of the company, it is proposed to transfer no more than 3.3 million shares repurchased by the company through non transaction transfer and other ways permitted by laws and regulations, and the transfer price is 7.03 yuan / share. The specific number of shares is determined by the actual contribution of employees, and the company will timely perform the obligation of information disclosure according to the requirements.
8. The duration of the employee stock ownership plan is 48 months, calculated from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan. The subject shares obtained by the employee stock ownership plan are unlocked in three phases. The unlocking time points are 12 months, 24 months and 36 months from the date when the company announces the last transfer of the subject shares to the name of the employee stock ownership plan. The proportion of the subject shares unlocked in each phase is 30%, 30% and 40% respectively. The specific unlocking proportion and quantity of each year are calculated and determined according to the assessment results of the holders.
9. Before implementing the employee stock ownership plan, the company will fully solicit the opinions of employees through employee congress and other organizations. After the board of directors of the company deliberates and approves the employee stock ownership plan, the company will timely issue a notice of convening the general meeting of shareholders, submit it to the general meeting of shareholders to review the employee stock ownership plan and authorize the board of directors to handle relevant matters. This ESOP can be implemented only after being approved by the general meeting of shareholders of the company. When the general meeting of shareholders votes on the shareholding plan, the shareholders and their persons acting in concert shall avoid the following situations: they or their related parties intend to become the asset management organization of the current shareholding plan, subscribe for the plan shares, provide or advance funds, provide shares, share income, and other situations that may lead to the inclination of interests. The shareholders’ meeting of the company to review the employee stock ownership plan will adopt the combination of on-site voting and online voting. The company will provide online voting platform to shareholders of the company through the trading system of Shanghai Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time. Related shareholders will abstain from voting.
10. The financial and accounting treatment and tax and other issues of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the relevant financial system, accounting standards and tax system. The relevant taxes that employees need to pay due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
11. After the implementation of the employee stock ownership plan, the company’s control will not change, nor will the company’s equity distribution fail to meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and basic principles of employee stock ownership plan 6 Chapter III participants and determination criteria of employee stock ownership plan Chapter IV capital, stock source, purchase price and scale of employee stock ownership plan 9 Chapter V Duration, lock-in period and performance evaluation of employee stock ownership plan Chapter VI participation mode of shareholding plan during financing of the company during the duration of the company Chapter VII management mode of employee stock ownership plan Chapter VIII disposal of shares held by employees after the expiration of the employee stock ownership plan Chapter IX change and termination of employee stock ownership plan and disposal of holder’s rights and interests Chapter X accounting treatment of employee stock ownership plan Chapter XI procedures for the implementation of employee stock ownership plan 28 Chapter XII other important matters twenty-nine
Unless otherwise specified, the following abbreviations are interpreted as follows: Jiangxi Hungpai New Material Co.Ltd(605366) , the company and the company refer to Jiangxi Hungpai New Material Co.Ltd(605366)
Employee stock ownership plan and this plan refer to the employee stock ownership plan of Jiangxi Hungpai New Material Co.Ltd(605366) 2022
Current employee stock ownership plan the draft plan and employee stock ownership plan refer to the draft plan of Jiangxi Hungpai New Material Co.Ltd(605366) 2022 employee stock ownership plan (Draft)
Holders and participants refer to the employees of the company participating in the employee stock ownership plan
Holder’s meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
The underlying stock refers to Jiangxi Hungpai New Material Co.Ltd(605366) stock
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shanghai Stock Exchange refer to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Self regulatory guideline No. 1 refers to the self regulatory guideline No. 1 – standardized operation of listed companies of Shanghai Stock Exchange
The articles of association refers to the articles of association of Jiangxi Hungpai New Material Co.Ltd(605366) company
Note: in the draft plan, if the total is inconsistent with the mantissa of the sum of each addend, it is caused by rounding.
Chapter II purpose and basic principles of employee stock ownership plan
1、 Purpose of employee stock ownership plan
The company has formulated the draft plan in accordance with the company law, securities law, guiding opinions, self regulatory guidance No. 1 and other relevant laws, administrative regulations, rules, normative documents and the articles of association.
The company’s employees voluntarily, legally and legally participate in the ESOP and hold the company’s shares in order to establish and improve the benefit sharing mechanism of employees and shareholders, improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, mobilize the enthusiasm and creativity of employees, and promote the long-term, sustainable and healthy development of the company. 2、 Basic principles
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 employee stock ownership plan 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 employee stock ownership plan by means of apportionment, forced distribution, etc.
3. 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.
Chapter III participants and determination criteria of employee stock ownership plan
1、 Scope of participants of employee stock ownership plan
The participants of the ESOP are directors (excluding independent directors), supervisors, senior managers and core employees who the board of directors of the Company deems necessary to be encouraged, with a total of no more than 11, including 8 directors (excluding independent directors), supervisors and senior managers participating in the ESOP. The final participants are determined according to the actual subscription.
The company will hire lawyers to express legal opinions on whether the ESOP and its related matters are legal and compliant, whether necessary decision-making and deliberation procedures have been performed, and whether the obligation of information disclosure has been performed in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
2、 Criteria for determining participants of employee stock ownership plan
The holder of the ESOP is determined by the board of directors of the company in accordance with the company law, securities law, guiding opinions, self regulatory guidance No. 1 and other relevant laws and regulations and the relevant provisions of the articles of association. All the holders work in the company and have employment or labor relations with the company.
3、 Participants and distribution proportion of the employee stock ownership plan
The total number of participants of the ESOP is no more than 11, and the total number of shares to be subscribed is no more than 3.3 million, accounting for 0.99% of the total share capital of the company, including 8 directors (excluding independent directors), supervisors and senior managers participating in the ESOP, with a total subscription of 2.67 million shares, accounting for 80.91% of the total share capital of the ESOP; The total number of other core employees subscribed was 630000 shares, accounting for 19.09% of the total amount of the shareholding plan. The final number of participants, amount and number of copies shall be determined according to the actual payment. The participants and distribution proportion of this ESOP are as follows:
The number of shares subscribed by name and position accounts for the total of the employee stock ownership plan
Proportion of (10000 shares)
Chairman and general manager of Ji Jinshu 120.00 36.36%
Lang Fengping, director and deputy general manager 16.00 4.85%
Hu Chengfa, deputy general manager 31.00 9.39%
Li mingzai, deputy general manager 16.00 4.85%
Ji Guancheng, deputy general manager 21.00 6.36%
Zhang Jie, deputy general manager and Secretary of the board of directors 21.00 6.36%
book
Chen Jie, CFO 21.00 6.36%
Song Jiankun employee representative supervisor 21.00 6.36%
8 directors, supervisors and senior managers in total 267.00 80.91%
3 other core employees in total 63.00 19.09%
Total (no more than 11 persons) 330
