Jiangsu Linyang Energy Co.Ltd(601222)
Management measures for employee stock ownership plan in 2022
Chapter I General Provisions
Article 1 in order to regulate the implementation of Jiangsu Linyang Energy Co.Ltd(601222) (hereinafter referred to as " Jiangsu Linyang Energy Co.Ltd(601222) " or "the company") in 2022, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") The guiding opinions on the pilot implementation of ESOP by listed companies (hereinafter referred to as the "guiding opinions"), the guidelines on the information disclosure of ESOP by listed companies of Shanghai Stock Exchange (hereinafter referred to as the "disclosure guidelines") and other relevant laws, administrative regulations, rules, normative documents, as well as the articles of association According to the provisions of Jiangsu Linyang Energy Co.Ltd(601222) 2022 employee stock ownership plan (Draft), the measures for the administration of Jiangsu Linyang Energy Co.Ltd(601222) 2022 employee stock ownership plan (hereinafter referred to as "the measures") are hereby formulated.
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 employee stock ownership plan implemented by the company follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The holders of employee stock ownership plans are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
Article 3 procedures for implementation of employee stock ownership plan
(I) the board of directors of the company is responsible for preparing the draft and summary of the employee stock ownership plan, and submitting it to the board of directors for deliberation after fully soliciting the opinions of employees through the employee congress.
(II) the board of directors deliberates and adopts the draft and summary of the employee stock ownership plan. The directors who intend to participate in the employee stock ownership plan and their associated directors shall avoid voting. If the number of non associated directors attending the board of directors is less than three, the company shall submit it to the general meeting of shareholders for deliberation.
(III) the independent directors shall express independent opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether there are ways to force employees to participate in the ESOP, such as apportionment and forced distribution.
(IV) the board of supervisors is responsible for verifying the list of holders, and expressing opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether there are ways of apportionment and forced distribution to force employees to participate in the ESOP.
(V) within 2 trading days after the board of directors deliberates and approves the ESOP, it shall announce the resolution of the board of directors, the draft and summary of the ESOP, the explanation of the board of directors on whether the draft complies with the relevant provisions of the guiding opinions, the opinions of independent directors and the opinions of the board of supervisors and other relevant documents.
(VI) issue the notice of the general meeting of shareholders to consider the proposals related to the employee stock ownership plan.
(VII) the company employs a law firm to express legal opinions on whether the matters related to the ESOP are legal and compliant, whether the necessary decision-making and review procedures have been performed, and whether the information disclosure obligations have been performed in accordance with the relevant provisions of the CSRC and the stock exchange, and announce the legal opinions before the shareholders' meeting on the review of the ESOP.
(VIII) the company held a general meeting of shareholders to review the ESOP and authorized the board of directors to implement the plan. The general meeting of shareholders will adopt the combination of on-site voting and online voting. The company will provide online voting platform to the shareholders of the company through the trading system of Shanghai Stock Exchange, and count and publicly disclose the votes of small and medium-sized investors.
Shareholders can exercise their voting rights through the above system during online voting time. If the employee stock ownership plan involves relevant shareholders and other related parties, relevant shareholders and other related parties shall avoid voting. If the company's general meeting of shareholders makes a resolution on the employee stock ownership plan, the employee stock ownership plan can be implemented after it is approved by more than half of the voting rights held by non related shareholders attending the meeting.
(IX) after the establishment of the employee stock ownership plan, a meeting of the holders of the employee stock ownership plan shall be held to elect members of the management committee to clarify the specific matters for the implementation of the employee stock ownership plan.
(x) the company shall timely disclose the time, quantity, proportion and other information of obtaining the subject shares within 2 trading days after completing the purchase of the subject shares or transferring the subject shares to the name of the employee stock ownership plan.
（11） Other procedures required by the CSRC and the stock exchange.
Article 4 holders of employee stock ownership plans
(I) determination basis of ESOP holders
1. Legal basis for determination of ESOP holders
The holder of the ESOP is determined in accordance with the company law, securities law, listing rules, guidance, disclosure guidance and other relevant laws, regulations, normative documents and the articles of association. The company's employees shall participate in the ESOP in accordance with the principles of voluntary participation, legal compliance and risk bearing.
2. Job basis determined by ESOP holders
The participants of the ESOP are directors (excluding independent directors), supervisors, senior managers and core technical / business personnel serving in the company (including subsidiaries). All participants must work in the company (including subsidiaries) and sign labor contracts or employment contracts with the company.
3. Under any of the following circumstances, it shall not be the object of participation
(1) Being denounced or declared inappropriate by the stock exchange in the past three years;
(2) Being given administrative punishment by the CSRC for major violations of laws and regulations in the last three years; (3) In the last three years, serious damage has been caused to the interests, reputation and image of the company 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 acts in violation of public order, good customs, professional ethics and ethics;
(4) Circumstances determined by the board of directors that it cannot become the holder of the employee stock ownership plan;
(5) Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of the employee stock ownership plan.
(II) list of holders of ESOP and share distribution
The employee stock ownership plan takes "shares" as the subscription unit, each share is 1 yuan, and the upper limit of the number of shares of the employee stock ownership plan is 120.7635 million. The specific shares held by the holder of the employee stock ownership plan shall be subject to the amount finally confirmed by the employee. If the holder fails to pay the subscription funds on time and in full, it shall be deemed that he has automatically waived the corresponding subscription rights.
The share distribution of the holders of the employee stock ownership plan is shown in the table below:
Serial number name position proposed share proportion in the total planned share of the number of shares corresponding to the employee stock ownership plan (10000 shares)
1 Lu Yonghua, chairman and general manager 1312.85 10.87% 238.6999
2 Lu Danqing, vice chairman 385.00 3.19% 70.00
3 Lu Yongxin director 385.00 3.19% 70.00
4 Yu Haijuan, director and financial principal 385.00 3.19% 70.00
5. Supervisor Zhang Guiqin 110.00 0.91% 20.00
6 Fang Zhuang Zhi, deputy general manager 275.00 2.28% 50.00
7 Pei Jun, deputy general manager 440.00 3.64% 80.00
8 Zhu De deputy general manager 192.50 1.59% 35.00
9 Lu Hanxi, deputy general manager 165.00 1.37% 30.00
10 Cui Dongxu, Secretary of the board of directors 385.00 3.19% 70.00
Core technical / business personnel (93 persons) 8041.00 66.58% 1462.00
Total (103 persons) 12076.35 100.00% 2195.6999
Note: 1. The number, list and subscription share of employees finally participating in the ESOP shall be determined according to the actual contributions of employees.
2. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of subject shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company.
If the participant fails to pay the subscription fund in full and on time, it shall be deemed that it has automatically waived the subscription right of corresponding shares. The board of directors may: (1) adjust the scale of the ESOP and the number of underlying shares actually transferred to the ESOP; Or (2) directly grant the equity share to other qualified employees without adjusting the scale of the ESOP; If there is no other suitable grant object for the time being, this part of the equity share can be reserved for holding on behalf of Mr. Lu Yonghua, chairman of the company, and authorize the management committee to grant it to other qualified employees within the period of validity (Mr. Lu Yonghua does not need to grant it before the actual grant)
The lawyer employed by the company issues legal opinions on whether the qualification of the holder complies with the company law, securities law, guidance, disclosure guidance and other relevant laws and regulations, the articles of association and the employee stock ownership plan (Draft).
Article 5 capital source, stock source and stock scale of employee stock ownership plan
(I) capital source of employee stock ownership plan
The capital source of the employee stock ownership plan is the legal salary of employees, self raised funds and other funds allowed by laws and regulations. The company will not provide financial assistance such as advance, guarantee or loan to the holder in any way.
The upper limit of the total funds raised by the employee stock ownership plan is 120.7635 million yuan, with "shares" as the subscription unit, and each share is 1.00 yuan. The number of shares of the company 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. The specific shares held by the holders of the employee stock ownership plan are determined according to the actual contributions of employees.
The payment time of the employee stock ownership plan shall be uniformly notified and arranged by the company. The participants shall pay the subscription funds in full within the specified period. If they fail to pay in full according to the payment time, they will automatically lose the right to subscribe for the employee stock ownership plan.
(II) source of underlying stock involved in ESOP
The stock source of the employee stock ownership plan is the company's A-share common stock repurchased by the company's special account for repurchase.
The company held the 35th meeting of the third board of directors and the fifth extraordinary general meeting of shareholders in 2018 on July 29, 2018 and August 15, 2018 respectively, and deliberated and adopted relevant proposals such as the proposal on the plan of repurchase of shares by centralized competitive trading for employee stock ownership plan, The company agreed to buy back the company's shares in the form of centralized bidding transaction for the employee stock ownership plan, and disclosed the Jiangsu Linyang Energy Co.Ltd(601222) report on repurchase of shares in the form of centralized bidding transaction on August 28, 2018. For details, please refer to the company's website at Shanghai Securities News, securities times and Shanghai Stock Exchange (www.sse. Com. CN.) Relevant announcements issued. On February 14, 2019, the company completed the repurchase and has actually repurchased 21956999 shares of the company, accounting for about 1.07% of the company's current total share capital. The highest repurchase price is 5.56 yuan / share, the lowest repurchase price is 4.24 yuan / share, the average repurchase price is 4.58 yuan / share, and the total amount of funds used is 100.4841 million yuan (excluding commissions, transfer fees and other transaction costs).
(III) scale of the underlying shares of the employee stock ownership plan
The scale of the underlying shares involved in the employee stock ownership plan shall not exceed 21956999 shares, accounting for about 1.07% of the total share capital of the company on the announcement date of the draft employee stock ownership plan. The specific number of shares is determined by the actual contribution of employees, and the company will timely perform the obligation of information disclosure as required.
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of subject shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company. The total number of underlying shares does not include the shares obtained by the holder before the listing of the company's initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive.
Article 6 duration and lock-in period of ESOP
(I) duration of ESOP
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 deliberated and approved by the general meeting of shareholders and the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, and the employee stock ownership plan expires
