Securities code: Sanlux Co.Ltd(002224) securities abbreviation: Sanlux Co.Ltd(002224) Announcement No.: 2022011
Bond Code: 128039 bond abbreviation: Sanli convertible bond
Announcement on adjusting employee stock ownership plan in 2021
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.
Sanlux Co.Ltd(002224) (hereinafter referred to as “the company”) held the company meeting on October 29, 2021
The fourth meeting of the seventh board of directors and the fourth meeting of the seventh board of supervisors deliberated and adopted the proposal on Sanlux Co.Ltd(002224) 2021 ESOP (Draft) and its summary, and the proposal on Sanlux Co.Ltd(002224) 2021 ESOP management measures. See the company for details
Disclosed on cninfo.com on October 30, 2021（ http://www.cn.info.com.cn. ） Sanlux Co.Ltd(002224)
The 2021 employee stock ownership plan (Draft) of the company limited by shares and its abstract and other relevant announcements.
In view of the changes in the participants of the employee stock ownership plan in 2021, the company will
The sixth meeting of the seventh board of directors and the fifth meeting of the seventh board of supervisors of the company were held, and the proposal on adjusting Sanlux Co.Ltd(002224) 2021 ESOP and its summary and the proposal on adjusting Sanlux Co.Ltd(002224) 2021 ESOP management measures were considered and adopted. It is agreed that the company will adjust the employee stock ownership plan in 2021 according to the actual situation, and revise the Sanlux Co.Ltd(002224) 2021 employee stock ownership plan and relevant documents. The details are as follows:
1、 Adjustment of this employee stock ownership plan
(I) adjustment reasons
Due to the changes in the situation of directors and senior managers participating in the employee stock ownership plan in 2021, the board of directors of the company plans to adjust the employee stock ownership plan within the scope authorized by the second extraordinary general meeting of shareholders in 2021 in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws, regulations, normative documents and the articles of association, At the same time, revise the employee stock ownership plan of Sanlux Co.Ltd(002224) 2021 and its abstract and some contents of the measures for the administration of employee stock ownership plan of Sanlux Co.Ltd(002224) 2021 accordingly.
(II) revised contents of the company’s employee stock ownership plan in 2021
Before and after chapter revision
1. Employees in Sanlux Co.Ltd(002224) 2021
The stock ownership plan (Draft) (hereinafter referred to as “Employee Stock Ownership Plan 1”, “employee stock ownership plan of Sanlux Co.Ltd(002224) 2021”) is Sanlux Co.Ltd(002224) (hereinafter referred to as “this plan (Revised)” (hereinafter referred to as “Employee Stock Ownership Plan”) is a “company” of three companies and Sanlux Co.Ltd(002224) ) in accordance with the regulations of the people’s Republic of China lux Co., Ltd. (hereinafter referred to as “the company”) According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the securities law of the people’s Republic of China on the pilot implementation of employee stock ownership plan by listed companies, the guiding opinions on the implementation of employee stock ownership plan by listed companies and the guiding opinions on the pilot implementation of information plan of listed companies of Shenzhen Stock Exchange No. 1 of the self regulatory guidelines of relevant departments such as the guidelines for public disclosure of Listed Companies in Shenzhen Stock Exchange No. 4 – Employee Stock Ownership Plan – the formulation of the provisions of the laws, administrative regulations, rules, normative documents for the standardized operation of companies listed on the main board, the three works and other relevant laws, administrative regulations, rules, normative documents and the articles of association of lux Co., Ltd. Formulated in accordance with the provisions of the Sanlux Co.Ltd(002224) articles of association. 2. The participants of this ESOP are the company. 2. The participants of this ESOP are the company’s directors (excluding independent directors), supervisors, senior directors (excluding independent directors), supervisors, senior managers Special prompt level managers of the company, middle-level managers of the company and its holding subsidiaries, middle-level managers of the company and its holding subsidiaries, key employees, company members and key employees, and other employees that the board of directors of the company believes should be encouraged. Other employees who participated in the meeting. The total number of employees participating in the ESOP is no more than 6, of which the total number of directors (excluding no more than 7, including 2 directors (excluding independent directors), supervisors and senior managers, and 3 specific counselors), supervisors and senior managers. The specific number of participants is determined according to the actual payment.
The number of additional persons shall be determined according to the actual payment.
6. The share source of the ESOP is the company’s repurchase account. 6. The share source of the ESOP is the shares repurchased by the company’s repurchase account. The shares repurchased by the public in this ESOP. After the ESOP is deliberated and approved by the general meeting of shareholders of the company and the general meeting of shareholders of the company, it is proposed to transfer 5400000 shares repurchased by the company in the way allowed by laws and regulations such as non transaction transfer. The transfer price is 7400000 shares, the transfer price is 2.52 yuan / share, and the specific holding is 2.52 yuan / share, The specific number of shares held is determined by the actual contribution of employees, and the number of shares is determined by the actual contribution of employees. The company will timely perform the obligation of information disclosure according to the requirements.
Business.
The measures for the administration of employee stock ownership plan refers to the measures for the administration of Sanlux Co.Ltd(002224) shares and the measures for the administration of employee stock ownership plan refers to the measures for the administration of employee stock ownership plan of Sanlux Co.Ltd(002224) Co., Ltd. in 2021 and the measures for the administration of employee stock ownership plan of the company in 2021 (Revised Version)
Chapter I the draft plan and the draft employee stock ownership plan refer to the Sanlux Co.Ltd(002224) plan and the employee stock ownership plan refers to the 2021 employee stock ownership plan (Draft) and 2021 employee stock ownership plan (Revised) of Sanlux Co.Ltd(002224) interpretation Co., Ltd
Disclosure guideline No. 4 refers to the standard operation of listed companies on the main board of Shenzhen Stock Exchange, and refers to the standard operation of the self-regulation and supervision guideline No. 1 of listed companies on the Shenzhen Stock Exchange – Information Disclosure guideline No. 4 of listed companies on the main board – employee stock ownership plan
1、 Purpose of employee stock ownership plan I. purpose of employee stock ownership plan
Chapter II administrative regulations, rules, normative documents and articles of association of the company in accordance with the company law, securities law, guidance on employee stock ownership, disclosure guidance No. 4 and other relevant laws, see, standardized operation of listed companies on the main board and other relevant laws and plans
The draft plan is formulated in accordance with the provisions of the basic political and legal regulations, rules, normative documents, the articles of association and the principles. This plan has been formulated.
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2、 Criteria for determining the participants of the Employee Stock Ownership Plan II. Criteria for determining the participants of the employee stock ownership plan
1. The holder of the shareholding plan is the basis of the board of directors of the company. 1. The holder of the shareholding plan is the basis of the board of directors of the company in accordance with the company law, securities law, guiding opinions, judicial, securities law and guiding opinions It is determined according to the relevant laws and regulations such as the disclosure guidelines No. 4 of the main board listing, the relevant laws and regulations such as the standardized operation of the company and the relevant provisions of the articles of association of the company Determined according to relevant regulations
3、 Participants and distribution of the employee stock ownership plan III. participants and distribution proportion of the employee stock ownership plan the total amount of funds when the employee stock ownership plan is established shall not exceed the total amount of funds when the employee stock ownership plan is established shall not exceed RMB 13.608 million, and “shares” shall be taken as the subscription unit, Each share is 1.00 yuan, and the upper limit of the number of shares of the employee stock ownership plan is 13.608 million yuan and 18.648 million yuan. With “shares” as the subscription unit, each share is. The transfer price of the employee stock ownership plan is 2.52 yuan / share, and the proposed share is 1.00 yuan. The maximum number of shares of the employee stock ownership plan is 5400000 shares, accounting for 18.648 million shares of the current total share capital of the company. The transfer price of the employee stock ownership plan is 0.74%.
It is 2.52 yuan / share, and the total number of shares to be subscribed is 7.4 million. The total number of employees to be subscribed this time is no more than 6, and the third chapter shares account for 1.0143% of the current total share capital of the company. The directors, supervisors and senior employees of the company who plan to participate in the subscription of the employee stock ownership plan hold the share capital. The total number of employees who plan to participate in the subscription is no more than level 7 and no more than 2 managers, with a total of 2000000 shares subscribed. The planned participants account for 37.04% of the total shares of the employee stock ownership plan; The number of middle-level managers plus objects and persons, including no more than 4 directors and key employees of the company who intend to participate in the subscription of the employee stock ownership plan, subscribed 3400000 shares in total, and determined that there are no more than 3 standard directors, supervisors and senior managers in total
Accounting for 62.96% of the total share capital of the employee stock ownership plan
Subscribe 4000000 shares, accounting for 54.05% of the total shares of the employee stock ownership plan. The specific number of participants and final subscription are based on the actual shares of employees; Middle managers and key employees shall not exceed the payment. The participants of the employee stock ownership plan and 4 persons have subscribed for 3400000 shares in total, accounting for the shares of the employees as follows:
45.95% of the total share capital of the shareholding plan Account for this time
The specific number of participants and final subscription are based on the number of shares subscribed by the employee’s surname and position, and the total subscription share is planned
The actual payment is determined. Number of shares (shares) participating in this ESOP
proportion
The objects and shares held are as follows:
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