Measures for the administration of employee stock ownership plans in 2021 (Revised)
Chapter I General Provisions
Article 1 in order to standardize the implementation of the employee stock ownership plan of Sanlux Co.Ltd(002224) (hereinafter referred to as Sanlux Co.Ltd(002224) "or" the company ") in 2021 (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 employee stock ownership plan by listed companies (hereinafter referred to as the" guiding opinions ") The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of main board listed companies (hereinafter referred to as "standardized operation of main board listed companies") and other relevant laws, administrative regulations, rules and normative documents, as well as the provisions of the articles of association and the employee stock ownership plan of Sanlux Co.Ltd(002224) 2021, The measures for the administration of employee stock ownership plan in Sanlux Co.Ltd(002224) 2021 (hereinafter referred to as "the measures") is hereby formulated.
Chapter II Formulation of employee stock ownership plan
Article 2 purpose of employee stock ownership plan
The company has formulated this plan in accordance with the company law, securities law, guiding opinions, standardized operation of listed companies on the main board 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. Article 3 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 4 participants and determination criteria of employee stock ownership plan
(I) scope of participants
The participants of the employee stock ownership plan are the company's directors (excluding independent directors), supervisors, senior managers, middle-level managers and key employees of the company and its holding subsidiaries, as well as other employees that the board of directors of the company considers should be encouraged.
Under any of the following circumstances, they cannot become participants:
1. Being denounced or declared inappropriate by the stock exchange in the past three years;
2. Being administratively punished by the CSRC for major violations of laws and regulations in the past three years;
3. In the last three years, the company's interests, reputation and image have been seriously damaged due to the disclosure of state or company secrets, corruption, theft, embezzlement, bribery, dereliction of duty, or dereliction of duty and other acts in violation of national laws and regulations, or in violation of public order and good customs, company rules and regulations, professional ethics and ethics;
4. Circumstances determined by the board of directors that cannot be the participants of the employee stock ownership plan;
5. Other circumstances specified in relevant laws, regulations or normative documents that cannot be the participants of the employee stock ownership plan.
(II) criteria for determining participants
1. The holder of the shareholding plan is determined by the board of directors of the company in accordance with the company law, the securities law, the guiding opinions, the standardized operation of companies listed on the main board and other relevant laws and regulations and the relevant provisions of the articles of association. All holders work in the company or its holding subsidiaries, sign labor contracts and receive remuneration.
2. Participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
(III) participants and distribution proportion of the employee stock ownership plan
When the ESOP is established, the total amount of capital does not exceed 13.608 million yuan. The "share" is taken as the subscription unit, and each share is 1.00 yuan. The upper limit of the number of shares of the ESOP is 13.608 million. The transfer price of the employee stock ownership plan is 2.52 yuan / share, and the total number of shares to be subscribed is 5400000 shares, accounting for 0.74% of the current total share capital of the company.
The total number of employees to participate in the subscription is no more than 6, including no more than 2 directors, supervisors and senior managers of the company to participate in the subscription of the employee stock ownership plan, with a total subscription of 2000000 shares, accounting for 37.04% of the total shares of the employee stock ownership plan; There are no more than 4 middle-level managers and key employees, who subscribe 3400000 shares in total, accounting for 62.96% of the total share capital of the employee stock ownership plan. 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 total number of shares corresponding to the share ownership plan held by a single employee shall not exceed 1% of the total share capital of the company.
The specific number of participants and the final subscription shall be determined according to the actual payment of employees. The participants and shares of this ESOP are as follows:
Name and position proportion of subscribed shares (shares) to the total subscribed shares (shares) of the plan
Ding Jianying, chief financial officer 12 China Vanke Co.Ltd(000002) 2.22% 3024000
He Lei, Secretary of the board of directors 8 Ping An Bank Co.Ltd(000001) 4.81% 2016000
Other employees (4 persons) 34 Shenzhen Zhenye(Group)Co.Ltd(000006) 2.96% 8568000
Total (6 persons): 540 Ping An Bank Co.Ltd(000001) 00% 13608000
The board of supervisors of the company shall verify the list of holders and explain the verification at the general meeting of shareholders. The lawyer employed by the company shall issue legal opinions on whether the qualification of the holder complies with relevant laws and regulations such as the company law, the securities law, the guiding opinions, the standardized operation of main board listed companies, the articles of association and the employee stock ownership plan.
Chapter III capital, stock source, purchase price and scale of employee stock ownership plan
Article 5 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 13.608 million yuan. The total amount of funds to be paid by participating employees is the number of shares subscribed by employees, which is calculated at 2.52 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 6 stock source of employee stock ownership plan
After the draft plan is approved by the general meeting of shareholders, the company's shares held in the company's special securities account for repurchase will be obtained through non transaction transfer and other ways permitted by laws and regulations.
The stock of this ESOP comes from the company's shares repurchased through the special account for repurchase from March 18, 2020 to February 19, 2021.
The company held the 26th meeting of the 6th board of directors on February 3, 2020 and the first extraordinary general meeting of shareholders in 2020 on February 20, 2020, and deliberated and adopted the proposal on share repurchase scheme of the company. According to the plan, the company plans to use its own funds to buy back part of the company's social public shares in the form of centralized bidding transaction for the later implementation of employee stock ownership plan or equity incentive plan. The total repurchase fund range is not less than RMB 100 million (inclusive) and not more than RMB 200 million (inclusive), and the repurchase price is not more than 9.5 yuan / share. The term of share repurchase shall be within 12 months from the date when the share repurchase plan is considered and approved by the general meeting of shareholders.
As of February 20, 2021, the company's share repurchase period has expired and the implementation has been completed. The company has repurchased 17593335 shares in the form of centralized bidding transaction through the special securities account for repurchase, accounting for about 2.41% of the total share capital of the company. The maximum transaction price is 6.90 yuan / share, the minimum transaction price is 5.18 yuan / share, and the total transaction amount is 10008414814 yuan (excluding transaction costs). The actual repurchase period of the company is from March 18, 2020 to February 19, 2021.
For details of the above matters, please refer to the company's website (www.cn. Info. Com. CN.) Relevant announcements disclosed on.
Article 7 purchase price and pricing basis of employee stock ownership plan
After the ESOP is deliberated and approved by the general meeting of shareholders of the company, it is proposed to transfer 54000000 shares repurchased by the company through non transaction transfer and other ways permitted by laws and regulations, and the transfer price is 50% of the closing average price of 20 trading days before the fourth meeting of the seventh board of directors, i.e. 2.52 yuan / share.
The participants of the employee stock ownership plan include the company's directors (excluding independent directors), supervisors, senior managers, middle-level managers of the company and its holding subsidiaries, key employees and other employees that the company's board of Directors considers should be encouraged. The above-mentioned personnel are responsible for the company's governance and strategic direction or undertake important work. The company believes that on the basis of law and compliance, realizing the incentive to this part of personnel with low incentive cost 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.
The purchase price of repurchased shares in this ESOP is 2.52 yuan / share. In order to promote the sustained, stable and rapid development of the company's overall operation, enhance the sense of responsibility and mission of the company's management team, the company's core backbone personnel and important backbone employees for the company's growth and development, effectively retain excellent management talents, improve the company's core competitiveness, and enable employees to share the benefits brought by the company's sustainable growth, combined with the company's operation and industry development, The employee stock ownership plan needs to realize reasonable incentives for participants at a reasonable cost. Based on the principle of not damaging the interests of the company and taking full account of the incentive effect, the price of the shares repurchased by the transferee of the employee stock ownership plan is 2.52 yuan / share, which is reasonable and scientific as the purchase price of the shares of the employee stock ownership plan. Article 8 scale of underlying stock
When the ESOP is proposed to be established, the total capital shall not exceed RMB 13.608 million, and the corresponding number of shares shall not exceed 5400000 shares, accounting for 0.74% of the current total share capital of the company. 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.
After the implementation of the employee stock ownership plan, the cumulative stock of the subject stock involved in all effective employee stock ownership plans 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.
Chapter IV duration, lock-in period and performance evaluation setting of employee stock ownership plan
Article 9 duration of employee stock ownership plan
1. The duration of the employee stock ownership plan is 48 months, which is calculated from the date when the draft of the employee stock ownership plan is considered and approved by the general meeting of the company and 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. Two months 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 (inclusive) shares held by the holders attending the holder's meeting are agreed and submitted to the board of directors for deliberation and approval. 3. If the company's shares held in this ESOP cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of trading or short window period of the company's shares, the duration of the ESOP can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders' meeting are agreed and submitted to the board of directors for deliberation and approval.
Article 10 lock up period of employee stock ownership plan
1. The target shares of the company will be unlocked 30% and 30% respectively in the following three months after the expiration of the announcement period of the company's ownership plan. The specific proportion of the target shares will be unlocked 30% and 30% respectively from the end of each 12-month period of the company's ownership plan:
The time point of the first batch of unlocking: it is 12 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 40% of the total subject stock held in the employee stock ownership plan.
The second batch of unlocking time point: it is 24 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 30% of the total subject stock held in the employee stock ownership plan.
The third batch of unlocking time point: 36 months from the date when the company announced the last transfer of the subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 30% of the total number of the subject stock held in the employee stock ownership plan.
The underlying shares obtained from the employee stock ownership plan are due to the distribution of stock dividends and the conversion of capital reserves by listed companies
