Infore Environment Technology Group Co.Ltd(000967)
Management measures for phase II employee stock ownership plan
Chapter I General Provisions
Article 1 in order to regulate the implementation of phase II employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan”) of Infore Environment Technology Group Co.Ltd(000967) (hereinafter referred to as “the company”), 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 guidance on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “guidance”), the guidelines on information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – ESOP (hereinafter referred to as the “guidelines on letter Phi No. 4”) and other relevant laws, administrative regulations, rules The management measures for Infore Environment Technology Group Co.Ltd(000967) phase II employee stock ownership plan (hereinafter referred to as “the management measures”) is hereby formulated in accordance with the normative documents, the articles of association of Infore Environment Technology Group Co.Ltd(000967) (hereinafter referred to as “the articles of association”) and the provisions of Infore Environment Technology Group Co.Ltd(000967) phase II employee stock ownership plan (Draft) (hereinafter referred to as “the management measures”).
Chapter II Formulation and implementation of employee stock ownership plan
Article 2 basic principles of employee stock ownership plan
1. Principle of compliance according to law: the company implements the employee stock ownership plan, performs procedures in strict accordance with laws and administrative regulations, and truthfully, accurately, completely and timely implements information disclosure. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
2. 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 forced participation of employees by means of apportionment, forced distribution, etc.
3. 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.
Article 3 procedures for implementation of employee stock ownership plan
1. The board of directors of the company is responsible for preparing the draft employee stock ownership plan.
2. Before implementing the employee stock ownership plan, the company shall fully solicit the opinions of employees through employee congress and other organizations.
3. When the board of directors deliberates the ESOP, the independent directors shall express their 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.
4. The board of supervisors is responsible for expressing opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether it forces employees to participate in the employee stock ownership plan by means of apportionment and forced distribution.
5. When the board of directors deliberates the ESOP, the directors associated with the ESOP shall withdraw from voting. The board of directors shall announce the resolutions of the board of directors, the draft employee stock ownership plan, the opinions of independent directors, the opinions of the board of supervisors and other documents within 2 trading days after the deliberation and approval of the employee stock ownership plan.
6. The company employs a law firm to issue legal opinions on whether the ESOP and its related matters are legal and compliant, whether necessary decision-making and approval procedures have been performed, and announce the legal opinions 2 trading days before the shareholders’ meeting.
7. When the general meeting of shareholders is convened to review the ESOP, the shareholders associated with the ESOP shall avoid voting. The general meeting of shareholders will adopt the combination of on-site voting and online voting. After more than half of the effective voting rights attending the general meeting of shareholders are adopted, the ESOP can be implemented.
8. Hold a meeting of the holders of the employee stock ownership plan, elect members of the management committee, clarify the specific matters of the implementation of the employee stock ownership plan, and timely disclose the convening of the meeting and relevant resolutions.
9. The company implements the employee stock ownership plan and discloses the time, quantity and proportion of the subject shares in the form of temporary announcement within 2 trading days after the last subject shares are registered in the name of the employee stock ownership plan.
10. Other procedures required by the CSRC and Shenzhen Stock Exchange.
Chapter III participants and determination criteria of employee stock ownership plan
Article 4 the holders of the ESOP are determined in accordance with the company law, the securities law, the guiding opinions, the letter Phi guidance No. 4 and other relevant laws, regulations, normative documents and the articles of association. All holders work in the company or its subsidiaries, sign labor contracts with the company or its subsidiaries and receive remuneration.
Article 5 qualified participants shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation, self financing and risk bearing. The participants of the employee stock ownership plan are 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 5 directors (excluding independent directors), supervisors and senior managers participating in the employee stock ownership plan, The specific number of participants shall be determined according to the actual contributions of employees.
The list of holders of the employee stock ownership plan and the proposed distribution of shares are as follows:
The position of order holder accounts for the total share of the plan to be subscribed
Number limit (10000 copies) share proportion
1 Ma Gang chairman and President 12000 24.00%
2 Lu Anfeng, vice president and director of financial management department 1800 3.60%
3 jintaotao vice president and Secretary of the board of directors 1800 3.60%
4 jiao Wanjiang supervisor and general manager of solid waste 1800 3.60%
5 Liu Kan, supervisor and director of urban service operation management department 240 0.48%
Other employees (no more than 145) 32360 64.72%
Total (150 persons) 50000 100%
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 shares of employee stock ownership plans 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.
The specific shares held by the final participants and holders of the employee stock ownership plan shall be subject to the number of shares corresponding to the last actual contribution made by the employees.
Chapter IV capital and stock sources of employee stock ownership plan
Article 6 capital source of employee stock ownership plan
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 is 1.00 yuan, a total of 500 million copies, and it is planned to realize financing through trust plan, securities firm asset management plan or other methods permitted by laws and regulations, and the proportion of financing amount to self raised amount shall not exceed 0.6:1, The capital leverage ratio complies with 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 institutions (CSRC order [No. 151], and the provisions on the operation and management of private asset management plan of Securities and futures institutions (CSRC announcement [2018] No. 31), 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 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 interests obtained by a single employee 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 IPO of the company, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
The holder of the employee stock ownership plan shall pay the subscription funds in full on schedule according to the subscription shares, and the payment time of the employee stock ownership plan shall be uniformly notified and arranged by the company. If the holder fails to pay the subscription funds on time and in full, he will automatically lose the corresponding subscription rights. The board of directors of the company may adjust the list of participants and their subscription shares according to the actual contributions of employees.
Article 7 stock source of employee stock ownership plan
The stock source of the ESOP is the Infore Environment Technology Group Co.Ltd(000967) stock obtained and held by the way permitted by laws and regulations, such as stock repurchase by the transferee listed company, secondary market purchase (including but not limited to centralized bidding trading and block trading).
Chapter V Duration, lock-in period and exit arrangement of employee stock ownership plan
Article 8 duration of employee stock ownership plan
1. The duration of the employee stock ownership plan shall not exceed 60 months, calculated from the date when the general meeting of shareholders deliberates and approves the employee stock ownership plan and the company announces that the last underlying stock is registered in the name of the employee stock ownership plan. If the employee stock ownership plan is not extended at the expiration of its duration, it will be terminated automatically.
2. One month before the expiration of the duration of the employee stock ownership plan, or due to the suspension of trading of the company’s shares or the short window period, the company’s shares held by the employee stock ownership plan cannot be fully realized before the expiration of the duration, after more than 2 / 3 (inclusive) shares held by the holders of the holder meeting are agreed and submitted to the board of directors for deliberation and approval,
3. After the expiration of the lock-in period and before the expiration of the duration of the employee stock ownership plan, when the assets of the employee stock ownership plan are monetary assets, the employee stock ownership plan can be terminated in advance.
Article 9 lock up period and exit arrangement of the employee stock ownership plan
1. The lock up period of the plan is 12 months, and the lock up period starts from the time when the company announces that the last underlying stock is registered under the name of the employee stock ownership plan. In case of special circumstances, the shareholders’ meeting has the right to decide to shorten or extend the lock up period. During the lock-in period, the employee stock ownership plan shall not be traded. The shares held by participants shall not be changed during the lock-in period of the plan.
The shares derived from the underlying shares obtained by the employee stock ownership plan due to the distribution of stock dividends and the conversion of capital reserves by the listed company shall also comply with the above share locking arrangements.
2. If the lock-in period of the employee stock ownership plan is adjusted in the guidance and other relevant laws, regulations and normative documents before the termination of the stock ownership plan, the board of directors of the company may adjust the lock-in period according to the requirements of the changed laws, regulations and normative documents.
3. Relevant precautions after unlocking
After the lock-in period expires, the ESOP will sell the shares according to the market conditions at that time. The employee stock ownership plan strictly abides by the market trading rules and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on not buying and selling stocks during the information sensitive period, and shall not buy and sell the company’s stocks during the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Ten days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to two trading days after disclosure according to law;
(4) Other periods stipulated by CSRC and Shenzhen Stock Exchange.
Chapter VI management mode of employee stock ownership plan
Article 10 management of employee stock ownership plan
The highest authority for the internal management of the ESOP is the shareholders’ meeting; The employee stock ownership plan has a management committee, which performs the daily management responsibilities of the employee stock ownership plan (including but not limited to reducing the company’s shares held by the employee stock ownership plan after the lock-in period, distributing income and cash assets to the holders on behalf of the employee stock ownership plan) in accordance with the provisions of the second employee stock ownership plan (Draft) and the management measures, Exercise shareholder rights on behalf of the holder or authorize the asset management institution to exercise shareholder rights, etc. The board of directors of the company is responsible for formulating and revising the employee stock ownership plan and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders. The ESOP will be managed by a professional institution with asset management qualification. 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.
Article 11 shareholders’ meeting
1. The company’s employees become the holders of the ESOP after subscribing for the shares of the ESOP. The holders’ meeting is the internal management authority of the ESOP, which is composed of all the holders. The holder may attend and vote at the holders’ meeting in person or entrust a proxy to attend and vote on his behalf. The travel expenses, accommodation expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder.
2. The following matters need to be considered at the shareholders’ meeting:
(1) To elect and recall members of the Management Committee;
(2) The change, termination, extension and early termination of the employee stock ownership plan;
(3) During the duration of the employee stock ownership plan, when the company finances by means of share allotment, additional issuance, convertible bonds, etc., the management committee shall submit it to the holders’ meeting to consider whether to participate and the specific participation plan;
(4) Review and revise the measures for the administration of employee stock ownership plans of the employee stock ownership plan;
(5) Authorize the management committee to supervise the daily management of the employee stock ownership plan;
(6) Authorize the management committee or asset management institution to exercise shareholders’ rights;
(7) Change the manager and custodian;
(8) Authorize the management committee to liquidate the assets of the plan upon the termination of the plan;
(9) Authorize the management committee to be responsible for the connection with the asset management organization;
(8) Recognized by other management committees
