Securities code: Sanlux Co.Ltd(002224) securities abbreviation: Sanlux Co.Ltd(002224) Announcement No.: 2022012 bond Code: 128039 bond abbreviation: Sanli convertible bond
2021 employee stock ownership plan (Revised)
Abstract
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.
Risk statement
1. The employee stock ownership plan can be implemented only after it is reviewed and approved by the general meeting of shareholders of the company, but there is uncertainty whether it can be approved by the general meeting of shareholders of the company.
2. The implementation elements such as the capital source and scale of the ESOP, the scale of the underlying shares held and the participants are preliminary results, and there is uncertainty whether the implementation can be completed.
3. After the establishment of the employee stock ownership plan, the company will manage it by itself and set up a management committee to exercise shareholders' rights on behalf of the employee stock ownership plan.
4. The company will disclose relevant progress in the future according to the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1. The employee stock ownership plan of Sanlux Co.Ltd(002224) 2021 (Revised) (hereinafter referred to as the "Employee Stock Ownership Plan") refers to Zhejiang Sanlux Co.Ltd(002224) (hereinafter referred to as the "company" Sanlux Co.Ltd(002224) ) 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 The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws, administrative regulations, rules, normative documents and the provisions of Sanlux Co.Ltd(002224) articles of association.
2. The participants of this ESOP are directors (excluding independent directors), supervisors, senior managers, middle-level managers and key employees of the company and its holding subsidiaries who play an important role and influence on the overall performance and medium and long-term development of the company, as well as other employees that the board of directors of the company considers should be encouraged. The total number of employees participating in the employee stock ownership plan shall not exceed 6, including 2 directors (excluding independent directors), supervisors and senior managers. The specific number of participants shall be determined according to the actual payment.
3. 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.
4. 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.
5. 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.
6. The share source of the ESOP is the shares repurchased by the company's special account for repurchase. 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, with the transfer price of 2.52 yuan / share. The specific number of shares is determined by the actual contribution of employees, and the company will timely fulfill the obligation of information disclosure according to the requirements.
To the date under 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 40%, 30% and 30% respectively. The specific unlocking proportion and quantity of each year are calculated and determined according to the performance indicators of the company and the assessment results of the holders. 8. Before implementing the employee stock ownership plan, the company has solicited employees' opinions through the employee congress. After the board of directors of the company has reviewed and approved the ESOP, the company will issue a notice of convening the general meeting of shareholders, submit it to the general meeting of shareholders to review the ESOP 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. 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 Shenzhen 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.
9. 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.
10. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Chapter I interpretation ----------------------------------------------------------------------------- 7 Chapter II participants and determination criteria of employee stock ownership plan --------------------------------------------- 8 Chapter III capital, stock source, purchase price and scale of employee stock ownership plan -------------------------- 10 Chapter IV duration of employee stock ownership plan Setting of lock-in period and performance appraisal -------------------------- 12 Chapter V participation mode of shareholding plan during company financing during the duration -------------------------- 15 Chapter VI management mode of employee stock ownership plan ------------------------------------------------- 16 Chapter VII disposal measures of shares held by employees after the expiration of employee stock ownership plan -------------------------- 22 Chapter VIII change of employee stock ownership plan Termination and continuous information disclosure ------------------------------- 23 Chapter IX disposal of ESOP interests --------------------------------------------- 24 Chapter X accounting treatment of ESOP --------------------------------------------- 27 Chapter XI relationship and concerted action relationship involved in ESOP -------------------------- 28 Chapter XII implementation process of ESOP Preface ------------------------------------------------- 29 Chapter XIII other important matters -------------------------------------------------------------- 30
Chapter I interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows:
Sanlux Co.Ltd(002224) , the company and the company refer to Sanlux Co.Ltd(002224)
Employee stock ownership plan, this plan and this employee refer to Sanlux Co.Ltd(002224) 2021 employee stock ownership plan
Shareholding plan
The measures for the administration of employee stock ownership plans refer to the measures for the administration of employee stock ownership plans in Sanlux Co.Ltd(002224) 2021 (Revised Version)
The plan and employee stock ownership plan refer to Sanlux Co.Ltd(002224) 2021 employee stock ownership plan (Revised Version)
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 Sanlux Co.Ltd(002224) stock
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen 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
Standardized operation of listed companies on the main board refers to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board
The articles of association refers to the articles of association of Sanlux Co.Ltd(002224) company
Note: in this plan, if the total is inconsistent with the mantissa of the sum of each addend, it is caused by rounding
Chapter II participants and determination criteria of employee stock ownership plan
1、 Scope of participants of employee stock ownership plan
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.
2、 Criteria for determining participants of employee stock ownership plan
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.
3、 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
