Securities abbreviation: Gree Electric Appliances Inc.Of Zhuhai(000651) securities code: Gree Electric Appliances Inc.Of Zhuhai(000651) Gree Electric Appliances Inc.Of Zhuhai(000651)
Phase I employee stock ownership plan
(Draft) (Revised)
May, 2002
Gree Electric Appliances Inc.Of Zhuhai(000651) phase I ESOP (Draft)
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 the authenticity, accuracy and integrity of its contents.
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Risk statement
1. Gree Electric Appliances Inc.Of Zhuhai(000651) phase I employee stock ownership plan can only be implemented 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. There is uncertainty about the specific number of participants, capital scale, stock scale and other factors of the employee stock ownership plan.
3. If the subscription funds of employees are insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale.
4. The performance appraisal of the employee stock ownership plan is realizable to some extent, but there may be a risk that the performance will not be achieved in the future due to changes in the macroeconomic environment, fluctuations in the prosperity of the industry, intensified market competition and other reasons.
5. 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 Gree Electric Appliances Inc.Of Zhuhai(000651) phase I employee stock ownership plan (Draft) (hereinafter referred to as “the employee stock ownership plan”) refers to the company’s implementation of the company stock ownership plan in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidance on the pilot implementation of employee stock ownership plan by listed companies, the guidance on information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan and other relevant laws and regulations Normative documents and Gree Electric Appliances Inc.Of Zhuhai(000651) articles of association.
2. The employee stock ownership plan follows the principles of legal compliance, voluntary participation and risk bearing. There is no situation of compulsory employee participation in the employee stock ownership plan such as apportionment and forced distribution.
3. The holders of the employee stock ownership plan include the company’s directors (excluding independent directors), supervisors and senior managers, as well as the middle-level cadres and core employees of the company and its holding subsidiaries who are recognized by the board of directors to play an important role in the overall performance and medium and long-term development of the company. The total number of employees to participate in the employee stock ownership plan shall not exceed 12000. The final number and list of participants will be determined according to the actual contributions of employees. 4. The capital scale of the employee stock ownership plan is no more than 3 billion yuan (the non transaction transfer of the current employee stock ownership plan has been completed on December 13, 2021, and the actual purchase amount is 1143534800 yuan). The capital source is the legitimate salary of employees and self raised funds obtained through other ways permitted by laws and administrative regulations. The company does not provide financial assistance or guarantee for employees’ loans due to their participation in the employee stock ownership plan, and the employee stock ownership plan does not withdraw incentive funds from the company.
5. The stock source of the employee stock ownership plan is the shares repurchased in the company’s special account for repurchase, and the stock size is no more than 1083658 million shares, accounting for 1.80% of the total share capital of the company on June 18, 2021 (the non transaction transfer of the current employee stock ownership plan has been completed on December 13, 2021, and the actual number of shares purchased is 46334473 shares, accounting for 0.78% of the current total share capital of the company). The employee stock ownership plan will obtain the company’s shares held in the company’s special securities repurchase account through non trading transfer and other ways permitted by laws and regulations within 6 months after the deliberation and approval of the general meeting of shareholders. During the period from the announcement date of the resolution of the board of directors to the completion date of non transaction transfer, if the company has ex right and ex dividend matters such as conversion of capital reserve into share capital and distribution of shares, the number of underlying shares shall be adjusted accordingly. There is still uncertainty about the transfer of the final subject stock, and the final number of shares held shall be subject to the actual implementation.
The total number of shares of the company 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.
6. The price of the company’s repurchased shares purchased by the employee stock ownership plan is 27.68 yuan / share (due to the equity distribution implemented by the company from the announcement date of the resolution of the board of directors to the completion date of non transaction transfer, the price of the company’s repurchased shares purchased by the employee stock ownership plan is adjusted from 27.68 yuan / share to 24.68 yuan / share. See the company’s announcement on the adjustment of the price of repurchased shares purchased by the employee stock ownership plan due to the distribution of dividends during the implementation period), Equal to 50% of the average price of the shares repurchased by the company in accordance with the proposal on repurchasing some social public shares approved at the 10th meeting of the 11th board of directors. During the period from the announcement date of the resolution of the board of directors to the completion date of non transaction transfer, if the company has ex right and ex dividend matters such as conversion of capital reserve into share capital, distribution of shares or cash dividends, the purchase price shall be adjusted accordingly.
7. The duration of the employee stock ownership plan is 3 years, which is calculated from the date when the employee stock ownership plan is reviewed and approved by the general meeting of shareholders and the subject shares announced by the company are transferred to the name of the employee stock ownership plan. The duration of the employee stock ownership plan can be extended after more than 50% (excluding 50%) of the rights and interests held by the holders with voting rights attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval. If the duration of the employee stock ownership plan expires and has not been extended, the employee stock ownership plan can be terminated automatically, or it can be terminated in advance in accordance with relevant laws, regulations and the provisions of the current employee stock ownership plan.
8. In case of lock-in of shares and allotment of shares of the company due to the above-mentioned share ownership plan, the share transfer period of the company shall not be calculated from the date of lock-in of shares and allotment of shares to the capital stock of the company due to the lock-in of the company’s share ownership plan, and the employee shall not be subject to the capital transfer plan within 12 months from the date of the announcement.
9. According to the assessment results in the attribution assessment period, the employee stock ownership plan will attribute the corresponding rights and interests to each holder of the employee stock ownership plan in two phases, and the maximum attributable proportion in each phase is 50%.
The appraisal indicators of the employee stock ownership plan are divided into company performance appraisal indicators and individual performance appraisal indicators. Among them, the performance evaluation indicators of the company are as follows:
Performance assessment indicators in attribution period
In the first vesting period, the net profit in 2021 will increase by no less than 1 billion yuan compared with that in 2020, and the cash dividend per share in that year will not be less than 2 yuan or the total cash dividend will not be less than 50% of the net profit in that year;
The net profit in 2022 will increase by no less than RMB 2 billion compared with that in 2020, and the return on assets in the second vesting period of the company’s net profit in 2022 will not be less than 22%, the cash dividend per share of the current year will not be less than RMB 2, or the total cash dividend will not be less than 50% of the net profit of the current year.
Note 1: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, in which the net profit increased by assessment is calculated based on the net profit attributable to the shareholders of the listed company before amortization of the share payment expenses involved in the implementation of equity incentive or employee stock ownership plan.
Note 2: the above “return on net assets” refers to the weighted average return on net assets, which is calculated according to the calculation method of No. 9 rules for the preparation of information disclosure of companies offering securities to the public – Calculation and disclosure of return on net assets and earnings per share, The net profit attributable to the shareholders of the listed company is calculated based on the net profit attributable to the shareholders of the listed company before amortization of the share payment expenses involved in the implementation of equity incentive or employee stock ownership plan.
Personal performance appraisal will be implemented according to the internal personal performance appraisal methods of the company.
10. The equity disposal of the employee stock ownership plan includes but is not limited to cash distribution, transfer of stock rights and interests to the individual securities account of the holder, etc. the specific disposal method shall be decided by the management committee.
11. 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.
12. Based on the demand of employees to improve stock appreciation income and participate in corporate governance through centralized management, the holder of the employee stock ownership plan promises and authorizes that the trade union shall exercise the voting right (excluding the voting right of shares held by directors, supervisors and senior managers) according to the intention of the trade union for the shares directly held due to the transfer of stock rights and interests of the employee stock ownership plan to personal securities account before retirement from the company, Without the prior written confirmation of the trade union, it is not allowed to sell or set up a pledge, otherwise the trade union has the right to recover its corresponding share income. The relevant income shall be managed by the trade union by setting up a special account and enjoyed by other holders. The specific distribution method shall be determined by the holders.
13. The holders of the employee stock ownership plan are proposed to include 8 directors (excluding independent directors), supervisors and senior managers (on November 19, 2021, the company held the 30th meeting of the 11th board of directors and appointed Mr. Fang Xiangjian as the vice president of the company. The holders of the employee stock ownership plan actually include 9 directors (excluding independent directors), supervisors and senior managers), The above holders are related to the employee stock ownership plan. When the board of directors and the board of supervisors of the company consider the relevant proposals of the employee stock ownership plan, the relevant personnel shall avoid voting.
The above directors, supervisors and senior managers promise not to hold positions in the Management Committee of the employee stock ownership plan, and give up their proposal and voting rights at the meeting of the holders of the employee stock ownership plan. The employee stock ownership plan does not form a concerted action relationship with the above directors, supervisors and senior managers. In addition to the above, there is no relationship between the ESOP and other directors, supervisors and senior managers of the company who do not participate in the ESOP.
The company has no controlling shareholder and actual controller. Ms. Dong Mingzhu, the chairman and President of the company, is the holder of the employee stock ownership plan. Due to the concerted action relationship between Ms. Dong Mingzhu and Zhuhai Mingjun investment partnership (limited partnership), which holds more than 5% of the company’s shares, Zhu Mingjun investment partnership (limited partnership) should avoid voting in the deliberation of matters related to the employee stock ownership plan. Ms. Dong Mingzhu, the chairman and President of the company, promises not to hold a position in the Management Committee of the employee stock ownership plan, and gives up the individual’s proposal right and voting right at the meeting of the holders of the employee stock ownership plan. The employee stock ownership plan does not constitute a concerted action relationship with Ms. Dong Mingzhu, the chairman and President of the company and Zhuhai Mingjun investment partnership (limited partnership).
14. The ESOP can only be implemented after being approved by the general meeting of shareholders of the company. After the board of directors deliberates and approves the ESOP, the company will issue a notice of convening the general meeting of shareholders to deliberate the ESOP. The shareholders’ meeting of the company to review the employee stock ownership plan will adopt the combination of on-site voting and online voting. When the general meeting of shareholders votes on the ESOP, shareholders and persons acting in concert under the following circumstances shall avoid: participating in the ESOP, sharing income and other situations that may lead to preference of interests. The ESOP plan shall be adopted by more than half of the voting rights held by the non affiliated shareholders attending the meeting.
15. 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 General Provisions 10 I. purpose of the employee stock ownership plan 10 II. Basic principles of the employee stock ownership plan 10 (I) principle of legal compliance 10 (II) principle of voluntary participation 10 (III) risk bearing principle Chapter II holders, determination basis and subscription of the employee stock ownership plan 11 I. basis for determining the holders of the employee stock ownership plan 11 II. Verification of the holders of the employee stock ownership plan 11 III. information of the holders of the employee stock ownership plan Chapter III capital and stock source, scale and purchase price of the employee stock ownership plan 14 I. capital source and scale of the employee stock ownership plan 14 II. Stock source and scale of the employee stock ownership plan 14 III. Explanation of the stock purchase price and rationality of the employee stock ownership plan 15 IV. accounting treatment of the employee stock ownership plan Chapter IV participation mode of shareholding plan during financing of the company during the duration of the company Chapter V Duration, lock-in period, equity ownership, performance evaluation, change and termination of the employee stock ownership plan 18 I. duration of the employee stock ownership plan 18 II. Lock up period of the employee stock ownership plan 18 III. equity ownership arrangement of the employee stock ownership plan 19 IV. performance evaluation of the employee stock ownership plan nineteen
5、 Changes to the employee stock ownership plan 21 VI. termination of the employee stock ownership plan Chapter VI asset composition and equity disposal of the employee stock ownership plan 22 I. asset composition of the employee stock ownership plan 22 II. Equity disposal method of the employee stock ownership plan 22 III. disposal of the rights and interests of the holders of the employee stock ownership plan 22 (I) disposal of holder’s rights and interests during the duration 22 (II) disposer after termination of the ESOP
