Securities abbreviation: Infore Environment Technology Group Co.Ltd(000967) securities code: 000967 Infore Environment Technology Group Co.Ltd(000967) phase II employee stock ownership plan
(Draft)
January 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 bear individual and joint legal liabilities for its authenticity, accuracy and completeness. one
Risk statement
1、 Infore Environment Technology Group Co.Ltd(000967) (hereinafter referred to as “the company” or ” Infore Environment Technology Group Co.Ltd(000967) “) phase II employee stock ownership plan (hereinafter referred to as “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 in the future, and investors are invited to make prudent decisions and pay attention to investment risks.
hot tip
1、 The Infore Environment Technology Group Co.Ltd(000967) phase II employee stock ownership plan (Draft) is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan and other relevant laws and regulations Normative documents and the Infore Environment Technology Group Co.Ltd(000967) articles of association.
2、 The participants of the employee stock ownership plan are directors (excluding independent directors), supervisors, senior managers and core backbone (technology, marketing, production, etc.) of the company (including holding subsidiaries) who play an important role and influence on the overall performance and medium and long-term development of the company. The total number of employees participating in the ESOP is no more than 150, including 5 directors (excluding independent directors), supervisors and senior managers participating in the ESOP. The specific number of participants is determined according to the actual contributions of employees.
3、 The maximum amount of funds raised by the employee stock ownership plan is 500 million yuan (including financing funds), with “shares” as subscription units, each share of 1.00 yuan, a total of 500 million copies. It is proposed to realize the ratio of financing amount to self raised amount by means of trust plan, securities firm asset management plan or other laws and regulations, which shall not exceed 0.6:1. The specific amount shall be determined according to the actual contribution amount and financing amount, and the final total amount of raised funds shall be subject to the actual total amount of raised funds. The capital source of the employee stock ownership plan is the legal salary of employees, self raised funds and other ways allowed by laws and regulations. There is no financial assistance such as advance, guarantee and loan provided by the listed company to employees. The capital leverage ratio complies with the relevant provisions of the guiding opinions on regulating the asset management business of financial institutions (YF [2018] No. 106), the measures for the management of private asset management business of securities and futures operating institutions (CSRC order [No. 151] and the provisions on the operation and management of private asset management plan of securities and futures operating institutions (CSRC announcement [2018] No. 31).
4、 The share source of the ESOP is to acquire and hold Infore Environment Technology Group Co.Ltd(000967) shares by means permitted by laws and regulations, such as stock repurchase by the transferee listed company, secondary market purchase (including but not limited to centralized bidding transaction and block transaction).
5、 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 of employee stock 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 duration of the employee stock ownership plan is 60 months, calculated from the date when the company announces that the last underlying stock is registered in the name of the employee stock ownership plan. After performing relevant procedures, the duration can be terminated or extended in advance. After the expiration of the duration, the employee stock ownership plan will terminate automatically. The lock-in period of the underlying stock obtained by the employee stock ownership plan is 12 months, and the lock-in period starts from the date when the company announces that the last underlying stock is registered in the name of the employee stock ownership plan.
The employee stock ownership plan will terminate automatically after the expiration of its duration, or it can be extended before the expiration of its duration. The duration of the employee stock ownership plan can be extended after more than 2 / 3 (including) shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
7、 The participants involved in the employee stock ownership plan are some directors (excluding independent directors), supervisors and senior managers of the company, and relevant personnel are related to the plan. The holders of directors, supervisors and senior managers of the company voluntarily give up their voting rights of the company’s shares held through the plan, only retain the dividend rights and investment income rights of such shares, voluntarily give up their proposal rights and voting rights at the holders’ meeting, and have promised not to hold any position in the Management Committee of the plan. The ESOP does not constitute a concerted action relationship with the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
8、 Before implementing the employee stock ownership plan, the company has solicited employees’ opinions through the employee congress.
9、 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 their participation in the employee stock ownership plan shall be borne by themselves.
10、 The implementation of the employee stock ownership plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declaration one
Risk statement two
Special tips three
interpretation……. six
Chapter I purpose and basic principles of employee stock ownership plan eight
Chapter II determination basis and scope of ESOP holders nine
Chapter III capital source and stock source of the employee stock ownership plan eleven
Chapter IV duration and lock-in period of employee stock ownership plan fourteen
Chapter V Management Mode of employee stock ownership plan sixteen
Chapter VI asset composition and equity distribution of employee stock ownership plan twenty-three
Chapter VII selection of management organization, calculation and payment of management expenses, terms of management agreement Chapter VIII change and termination of employee stock ownership plan and disposal of holder’s rights and interests twenty-five
Chapter IX Rights and obligations of the company and its holders twenty-nine
Chapter X relationship and concerted action relationship of employee stock ownership plan thirty-one
Chapter XI procedures for implementing employee stock ownership plan thirty-three
Chapter XII other important matters thirty-four
interpretation
In this draft, unless the context otherwise requires, the following words have the following meanings: Infore Environment Technology Group Co.Ltd(000967) , the company, the company means Infore Environment Technology Group Co.Ltd(000967) Infore Environment Technology Group Co.Ltd(000967) shares, company shares
Means Infore Environment Technology Group Co.Ltd(000967) ordinary shares, i.e. Infore Environment Technology Group Co.Ltd(000967) A shares
Underlying stock
Employee stock ownership plan, this plan and Infore Environment Technology Group Co.Ltd(000967) phase II employee stock ownership plan
The employee stock ownership plan
Draft, this draft and the employee holding Infore Environment Technology Group Co.Ltd(000967) phase II employee stock ownership plan
Share plan (Draft)
Holder refers to the company’s employees participating in the employee stock ownership plan
Shareholders’ meeting means the shareholders’ meeting of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
The asset management organization that has the asset management qualification required by laws and regulations and accepts the plan refers to
Third party institutions entrusted to provide asset management services
It refers to the employee stock ownership plan entrusted by the asset management organization to set up and be used exclusively for asset management plans
Asset management plan of the employee stock ownership plan
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 on the pilot implementation of ESOP by listed companies refer to
See
Letter Phi guidelines No. 4 refers to the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan
Articles of association means the Infore Environment Technology Group Co.Ltd(000967) articles of association
Employee Stock Ownership Plan Management Office Infore Environment Technology Group Co.Ltd(000967) phase II employee stock ownership index
Law of the people’s Republic of China on the administration of planning
Subscription agreement of employee stock ownership plan Infore Environment Technology Group Co.Ltd(000967) phase II employee stock ownership refers to
Plan subscription agreement
CSRC refers to the China Securities Regulatory Commission
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Chapter I purpose and basic principles of employee stock ownership plan
1、 Purpose of ESOP
The company has formulated this plan in accordance with the company law, securities law, guiding opinions, letter Phi guidance No. 4 and other relevant laws, administrative regulations, rules, normative documents and the articles of association.
Employees of the company voluntarily, legally and legally participate in the ESOP, Infore Environment Technology Group Co.Ltd(000967) adhering to the core values of “employees are our business partners”, let employees become partners of the company, realize “benefit sharing and risk sharing”, and realize self-worth in the company. The implementation of the employee stock ownership plan aims to establish and improve the benefit sharing mechanism between workers and owners, 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.
2、 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 implementation of the employee stock ownership plan by the company follows the principle of voluntary participation of employees, and there is no case of forcing employees to participate by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The holders 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.
Chapter II determination basis and scope of ESOP holders
1、 Determination basis of ESOP holders
The holder of the ESOP is determined in accordance with the company law, securities law, guiding opinions, letter Phi guidance No. 4 and other relevant laws, regulations, normative documents and the relevant provisions of 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、 Scope of ESOP holders
The holders of the employee stock ownership plan include the company’s directors (excluding independent directors), supervisors, senior managers and the company’s core backbone (technology, marketing, production, etc.), with a total of no more than 150 participants. The specific number of participants is determined according to the actual contributions of employees. All holders work in the company and its subsidiaries, sign labor contracts with the company or its subsidiaries and receive remuneration.
3、 Verification of ESOP holders
The company employs lawyers to express clear opinions on whether the participants of the employee stock ownership plan, sources of funds and stocks, term and scale, management mode, etc. are legal and compliant, and whether necessary review procedures are performed.
4、 Subscription principle, list of holders and share distribution of the employee stock ownership plan
The participants of the employee stock ownership plan include the company’s directors (excluding independent directors), supervisors, senior managers and the company’s core backbone (technology, marketing, production, etc.), with a total of no more than 150 people, including the directors (excluding independent directors) participating in the employee stock ownership plan
