Securities abbreviation: Jiangsu Linyang Energy Co.Ltd(601222) Stock Code: 601222 Jiangsu Linyang Energy Co.Ltd(601222)
Employee stock ownership plan in 2022
(Draft)
January 2022
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 being approved by the general meeting of shareholders of the company. There is uncertainty whether the employee stock ownership plan can be approved by the general meeting of shareholders of the company;
2. The specific capital source, contribution amount and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed;
3. Employees shall follow the principles of legal compliance, voluntary participation and risk bearing. If the employee’s subscription fund is low, there is a risk that the ESOP will not be established;
4. The stock price is affected by many complex factors such as the company’s operating performance, macroeconomic cycle, political and economic situation outside China and investor psychology. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it;
5. The company will disclose relevant progress in accordance with the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1、 Jiangsu Linyang Energy Co.Ltd(601222) (hereinafter referred to as “the company” or ” Jiangsu Linyang Energy Co.Ltd(601222) “) the employee stock ownership plan for 2022 (hereinafter referred to as “the employee stock ownership plan”) is the company’s guidance on the pilot implementation of employee stock ownership plan by Listed Companies in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and the guidelines on the implementation of employee stock ownership plan by listed companies The guidelines for information disclosure of employee stock ownership plans of listed companies of Shanghai Stock Exchange and other relevant laws, administrative regulations, rules, normative documents and the articles of association are formulated.
2. The employee stock ownership plan follows the principles of compliance according to law, voluntary participation and risk bearing, and there is no forced employee participation in the employee stock ownership plan such as apportionment and forced distribution.
3. The participants of the ESOP are directors (excluding independent directors), supervisors, senior managers and core technical / business personnel serving in the company (including subsidiaries). The total number of participants in the ESOP shall not exceed 103, including 10 directors (excluding independent directors), supervisors and senior managers of the company and 93 core technical / business personnel of the company. The specific number of participants shall be determined according to the actual payment of employees. The management committee may adjust the list and distribution proportion of employees participating in the stock ownership plan according to the changes and assessment of employees.
4. The capital source of the ESOP is the legal salary of employees, 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 holders in any way. 5. The share source of the employee stock ownership plan is Jiangsu Linyang Energy Co.Ltd(601222) A shares repurchased by the company’s special securities account, with a total of 21956999 shares, accounting for about 1.07% of the total share capital of the company at the time of announcement of the draft employee stock ownership plan.
After the implementation 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 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.
6. The purchase price of the company’s repurchased shares in the employee stock ownership plan is 5.50 yuan / share, which is higher than the average share repurchase price of the company of 4.58 yuan / share.
7. The duration of the employee stock ownership plan is 48 months, calculated from the date when the company announces the last transfer of the subject stock to 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 quantity of the holders in each year is calculated and determined according to the performance evaluation results.
8. The employee stock ownership plan is managed by the company itself. The company establishes an employee stock ownership plan management committee as the manager of the 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.
9. Before implementing the ESOP, the company will solicit employees’ opinions through the employee congress. After the board of directors of the company deliberates and approves the ESOP, the company will issue a notice of convening the general meeting of shareholders, submit it to the general meeting of shareholders for deliberation and implement it after being approved by the general meeting of shareholders of the company. The shareholders’ meeting of the company to review the ESOP will be held by combining on-site voting and online voting.
10. The company’s financial and accounting treatment and tax and other issues related to the implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant taxes to be paid by employees due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
11. After the implementation of the employee stock ownership plan, the company’s equity distribution will not meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II General Provisions 8 Chapter III holders of employee stock ownership plans Chapter IV capital source, stock source, scale and purchase price of employee stock ownership plan Chapter V Duration, lock-in period and performance evaluation of employee stock ownership plan Chapter VI management mode of employee stock ownership plan Chapter VII asset composition and equity disposal measures of employee stock ownership plan Chapter VIII change and termination of employee stock ownership plan Chapter IX participation mode of employee stock ownership plan during the company’s financing during the duration Chapter X accounting treatment of employee stock ownership plan 32 Chapter XI procedures for implementation of employee stock ownership plan 33 Chapter XII other important matters thirty-five
Chapter I interpretation
In this employee stock ownership plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Jiangsu Linyang Energy Co.Ltd(601222) . The company and the company refer to Jiangsu Linyang Energy Co.Ltd(601222)
Employee stock ownership plan, the employee stock ownership index Jiangsu Linyang Energy Co.Ltd(601222) 2022 employee stock ownership plan, the plan
Draft employee stock ownership plan and this employee refer to the draft employee stock ownership plan and this plan (Draft) of Jiangsu Linyang Energy Co.Ltd(601222) 2022 employee stock ownership plan
The holder indicates the employees of the company who participate in the employee stock ownership plan
Holder’s meeting means the meeting of holders of employee stock ownership plans
Management Committee means the Management Committee of the employee stock ownership plan
The measures for the administration of employee stock ownership plans refer to the measures for the administration of employee stock ownership plans in Jiangsu Linyang Energy Co.Ltd(601222) 2022
The underlying stock refers to the Jiangsu Linyang Energy Co.Ltd(601222) A-share common stock purchased and held by the employee stock ownership plan through legal means
Company law means the company law of the people’s Republic of China
Securities Law means 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
Listing Rules refer to the Listing Rules of Shanghai Stock Exchange
Guidelines for disclosure of employee stock ownership plan of Shanghai Stock Exchange
Articles of association means the Jiangsu Linyang Energy Co.Ltd(601222) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange means Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. The financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified; 2. If there is any difference in the mantissa between the sum of part of the total and each detail in the plan, it is caused by rounding.
Chapter II General Provisions
The employee stock ownership plan is formulated in accordance with the company law, securities law, listing rules, guidance, disclosure guidance and other relevant laws, regulations, rules and the articles of association, and follows the principles of fairness, impartiality and openness, aiming to improve the corporate governance structure of the company and establish and improve the benefit sharing mechanism between workers and owners, Improve the cohesion of employees and the competitiveness of the company, and ensure the realization of the company’s future development strategy and business objectives.
1、 Basic principles of ESOP
(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.
2、 Purpose of ESOP
(I) firm confidence in development
Based on the confidence in the sustainable and stable development of the company in the future and the recognition of the company’s value, better promote the long-term, sustainable and healthy development of the company.
(II) establish sharing mechanism
Establish the benefit sharing mechanism between workers and owners, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company, so as to bring more efficient and lasting returns to shareholders.
(III) improve the corporate governance structure
Based on the current critical period of the company’s business development, further improve the company’s governance structure, improve the company’s long-term and effective incentive and restraint mechanism, and ensure the company’s long-term, sustainable and healthy development.
(IV) improve the incentive system
Deepen the company’s incentive system, advocate the common and sustainable development of the company and employees, fully mobilize the enthusiasm and creativity of employees, attract and retain excellent management talents and core technology / business backbone, and improve the cohesion and competitiveness of employees.
Chapter III holders of employee stock ownership plans
1、 Determination basis of ESOP holders
(I) 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.
(II) 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.
(III) 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.
2、 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. member
