Jiangxi Hungpai New Material Co.Ltd(605366)
Management measures for employee stock ownership plan in 2022
Chapter I General Provisions
Article 1 in order to standardize the implementation of the employee stock ownership plan of Jiangxi Hungpai New Material Co.Ltd(605366) (hereinafter referred to as Jiangxi Hungpai New Material Co.Ltd(605366) “or” the company “) in 2022 (hereinafter referred to as” the employee stock ownership plan “), 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 the employee stock ownership plan by listed companies (hereinafter referred to as” the guiding opinions “) The measures for the administration of the employee stock ownership plan in Jiangxi Hungpai New Material Co.Ltd(605366) 2022 (hereinafter referred to as “the measures”) is hereby formulated in accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation (hereinafter referred to as “self regulatory guidelines No. 1”) and other relevant laws, administrative regulations, rules, normative documents, the articles of association and the employee stock ownership plan in Jiangxi Hungpai New Material Co.Ltd(605366) 2022 (Draft).
Chapter II Formulation of employee stock ownership plan
Article 2 basic principles of employee stock ownership 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 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.
(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 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.
Article 3 holders of employee stock ownership plans
(I) basis for determining the holders of employee stock ownership plans
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.
(II) scope of ESOP holders
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. Article 4 scale of employee stock ownership plan
The number of shares repurchased by the company to be transferred under the employee stock ownership plan shall not exceed 3.3 million shares, accounting for 0.99% of the current total share capital of the company. The number of shares finally transferred shall be determined according to the actual payment.
During the period when the general meeting of shareholders deliberates and approves the employee stock ownership plan, if the company has matters such as the conversion of capital reserve into share capital, the distribution of shares or cash dividends, the division of shares and the reduction of shares, the number and price of the underlying shares shall be adjusted accordingly from the date of ex right and ex dividend of the share price.
Article 5 source of underlying stock involved in ESOP
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 the shares repurchased by the company through non trading transfer and other ways permitted by laws and regulations.
The company held the 8th meeting of the second board of directors on December 20, 2021, deliberated and approved the proposal on share repurchase scheme by centralized bidding transaction, and agreed that the company would use its own funds to repurchase shares of the company by centralized bidding transaction for the implementation of employee stock ownership plan; The price of repurchased shares shall not exceed RMB 20 / share (inclusive); The total amount of share repurchase funds shall not be less than 30 million yuan (inclusive) and not more than 60 million yuan (inclusive). The term of share repurchase shall be within 12 months from the date when the board of directors of the company deliberates and approves the repurchase plan.
As of February 21, 2022, the company has repurchased 3300000 shares in the form of centralized bidding transaction, accounting for 0.99% of the total share capital of the company. The highest price of repurchasing is 14.15 yuan / share, the lowest price of repurchasing is 12.58 yuan / share, the average price of repurchasing is 13.42 yuan / share, and the total amount paid is 4429663300 yuan (excluding stamp duty, transaction commission and other transaction expenses). The implementation of the share repurchase scheme has been completed.
Article 6 participants and distribution proportion of employee stock ownership plan
The total number of participants of the employee stock ownership plan 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 current total share capital of the company. Among them, there are 8 directors (excluding independent directors), supervisors and senior managers participating in the shareholding plan, with a total subscription of 2.67 million shares, accounting for 80.91% of the total amount of the shareholding plan; 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%
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) 330.00 100%
If the holder waives the participation qualification, the shares of the shareholding plan he intends to participate in and hold can be subscribed by other qualified participants.
There is no arrangement for a third party to provide rewards, subsidies, information and other information for employees to participate in the ESOP. 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.
Article 7 capital source of employee stock ownership plan
The capital sources of the employee stock ownership plan are employees’ legal salary, self raised funds and other ways allowed by laws and regulations. The company will not provide advance, guarantee, loan and other financial assistance to the holder in any way.
The upper limit of the total funds raised by the employee stock ownership plan is 23.199 million yuan. The total amount of capital payable by participating employees is the number of shares subscribed by employees, which is calculated at 7.03 yuan / share. The specific amount and number of shares of the holders of the employee stock ownership plan are determined according to the actual contribution amount. The holder shall pay the subscription capital in full on schedule according to the number of subscribed shares, and the payment time of the employee stock ownership plan shall be subject to the payment notice of the employee stock ownership plan. If the holder fails to pay the subscription funds on time and in full, he will automatically lose the corresponding subscription rights.
Article 8 stock purchase price and pricing basis of employee stock ownership plan
1. Purchase price
After the ESOP is deliberated and approved by the general meeting of shareholders of the company, it is proposed to transfer the shares repurchased by the company through non transaction transfer and other ways permitted by laws and regulations. The transfer price is 7.03 yuan / share, and the transfer price is not lower than the higher of the following prices:
(1) 50% of the average trading price of the company’s shares (total trading volume of shares in the previous trading day / total trading volume of shares in the previous trading day) of 14.05 yuan per share on the trading day before the announcement of the draft employee stock ownership plan is 7.03 yuan per share;
(2) The average trading price of the company’s shares in the 20 trading days before the announcement of the draft employee stock ownership plan (the total trading volume of shares in the first 20 trading days / the total trading volume of shares in the first 20 trading days) is 50% of 13.11 yuan per share, which is 6.56 yuan per share.
2. Pricing basis
The company is mainly engaged in the R & D, production and sales of new silicon-based materials such as functional silane and nano silicon materials and other chemical additives. It is one of the enterprises with circular economy system and world leading industrial scale in China’s sulfur-containing silane manufacturing industry. As the first company in the industry to complete the green circular production of silicon new material industry chain, the company fully integrates the resources of various production factors, controls the procurement cost at the supply end, optimizes the market and product structure at the sales end, improves the brand value, and forms a sustainable development and stable profit model; And build a sustainable and strong endogenous growth model through continuous R & D and innovation of new products; Realize environment-friendly and green development through circular economy and integration.
On the one hand, the company closely focuses on the business plan and objectives, constantly improves the internal operation management system, promotes brand planning and construction, continuously improves the quality of products, and increases the R & D and innovation of new products, so as to improve the company’s comprehensive competitiveness. On the other hand, the company carried out the special implementation plan of “increasing revenue and reducing expenditure, reducing cost and increasing efficiency”, created the concept of comprehensive utilization of resources at all levels of the company, fully tapped the potential of comprehensive utilization of resources from the aspects of production, sales, management and project construction, further reduced the operation cost of the company and improved the comprehensive competitiveness of the company.
At the same time, the company always adheres to the main idea of “introducing, retaining and perfecting talents”, in line with the people-oriented corporate culture concept, takes the talent supply demand based on the company’s development strategy as the starting point, and takes the personal career development plan as the basis, establishes a scientific and systematic talent training plan in talent selection, talent training and talent use, and forms a talent training plan mainly composed of management personnel, professional and technical personnel Echelon human resource planning for technicians and reserved talents, and constantly promote the construction of the company’s talent training system.
The transfer price and pricing method of the company’s current shareholding plan are determined based on the fundamental purpose of promoting the company’s long-term development and safeguarding shareholders’ rights and interests, based on the confidence in the company’s future development prospects and the recognition of its internal value, and adhering to the principle of equal incentives and constraints. The implementation of this plan is to better ensure the effectiveness of the incentive and restraint of this shareholding plan, further stabilize and spur the core operation and management team, and play the role of talent retention and long-term interest binding, so as to promote the sustainable and stable development of the company’s performance, make the interests of employees consistent with the interests of shareholders, and realize the long-term and deep binding. The participants determined this time bear the major responsibility of formulating the company’s development strategy and leading the company’s forward direction, which plays an important role in the development of the company. To sum up, on the basis of complying with relevant laws and regulations and normative documents, the transfer price of the employee stock ownership plan is determined by comprehensively considering the current talent competition faced by the company, the cost of implementing the stock ownership plan and the willingness of the core team to participate. This pricing and pricing method can really improve the work enthusiasm of the participants, effectively unify the interests of the participants with the company and its shareholders, and promote the realization of the overall goal of the company.
Article 9 duration and lock-in period of employee stock ownership plan
(I) duration of employee stock ownership plan
1. The duration of the employee stock ownership plan is 48 months, calculated from the date when the company announces the last transfer of the company’s shares to the name of the employee stock ownership plan. If the ESOP is not extended at the expiration of its duration, it will be terminated automatically.
2. Before the expiration of the duration of the employee stock ownership plan, if all the company’s shares held have not been sold or transferred to the share holders of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after more than 2 / 3 (including) shares held by the holders attending the holder meeting are agreed and submitted to the board of directors for deliberation and approval.
3. If the company’s shares held in the employee stock ownership plan cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of trading of the company’s shares or the short window period, it shall be held after attending the holders’ meeting
