Securities code: 002274 securities abbreviation: Jiangsu Huachang Chemical Co.Ltd(002274) Jiangsu Huachang Chemical Co.Ltd(002274)
Phase I employee stock ownership plan
(Draft)
January 2002
statement
The company and all members of the board of directors guarantee that the contents of the current employee stock ownership plan are true, accurate and complete without false records, misleading statements or major omissions.
Risk statement
1. The current employee stock ownership plan can be implemented only after being approved by the general meeting of shareholders of the company, but it is uncertain whether it can be approved by the general meeting of shareholders of the company;
2. The fund source, contribution amount and implementation plan of the current employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed;
3. If the employee contribution is low, there is a risk that the current employee stock ownership plan cannot be established; If the employee contribution is insufficient, there is a risk that the current employee stock ownership plan is lower than the expected scale;
Please make careful decisions and pay attention to investment risks.
hot tip
1、 The Jiangsu Huachang Chemical Co.Ltd(002274) phase I employee stock ownership plan (Draft) is the company’s relevant laws, administrative regulations and rules 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 on the information disclosure of employee stock ownership plan of Listed Companies in Shenzhen Stock Exchange and other relevant laws, regulations and rules Preparation of normative documents and articles of association.
2、 During the 14th Five Year Plan period, the company will focus on the formulation and implementation of development plans, continue to implement the employee stock ownership plan, establish and improve the benefit sharing mechanism between workers and shareholders, promote the sustainable and stable development and growth of the enterprise, and realize the relationship between the interests of employees and the development of the company. On the premise of mature conditions, the company will gradually implement the employee stock ownership plan for core managers, core technicians and core employees. The current employee stock ownership plan is the first phase. 3、 The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced employee participation in the employee stock ownership plan such as apportionment and forced distribution.
4、 The participants of the current employee stock ownership plan include core managers and core technicians. The total number of employees participating in the current employee stock ownership plan shall not exceed 60, and the specific number of participants shall be determined according to the actual contributions of employees.
5、 The capital sources of the current ESOP are employees’ legal remuneration, self raised funds and other methods permitted by laws and regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the holder. The holder shall not accept loans or financing assistance from other enterprises with production and business dealings with the company. The scale of the current employee stock ownership plan does not exceed 9.9049 million shares, and the total subscription share does not exceed 9.9049 million. The upper limit of the total funds to be raised is 29.7148 million yuan, and the specific share is determined according to the actual contribution amount.
6、 The stock source of the current ESOP is the shares repurchased by the company’s special account for repurchase, that is, 9904936 shares repurchased by the company from January 25, 2021 to December 31, 2021, accounting for 1.04% of the company’s current total share capital of 952364646 shares. The current ESOP plans to use 9.9049 million of the repurchased shares, accounting for 1.04% of the company’s current total share capital. The specific number of shares is determined by the actual contribution of employees. The company will timely fulfill the obligation of information disclosure as required. After the implementation of the current 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 rights and interests obtained by a single employee shall not exceed 1% of the total share capital of the company. 7、 The purchase price of repurchased shares in the current ESOP is 3 yuan / share (3.16 yuan / share based on 50% of the company’s repurchase price, rounded to 3 yuan / share).
8、 The duration of the current employee stock ownership plan is 36 months, which is calculated from the date when the company announces the transfer of the subject stock to the name of the current employee stock ownership plan. After the expiration of the duration, it will be terminated automatically. It can be terminated or extended in advance with the deliberation and approval of the board of directors. The lock up period of the underlying shares obtained by the current employee stock ownership plan through non trading transfer and other means permitted by laws and regulations is 12 months, calculated from the date when the company announces the transfer of the underlying shares to the name of the current employee stock ownership plan.
9、 The current ESOP has performance appraisal requirements at the company level and performance appraisal requirements at the holder’s individual level, and the number of subject shares that can be attributed to each holder is determined according to the evaluation of the two levels. Performance assessment indicators at the company level include basic financial indicators and multi-dimensional comprehensive indicators: the basic financial indicators are based on the operating revenue at the end of the 13th five year plan. The growth rate of operating revenue in 2022 is not less than 20%, and that in 2023 is not less than 30%; Multidimensional comprehensive indicators are assessed and comprehensively identified according to the completion of the company’s efficiency indicators and employee income growth in accordance with the specified assessment methods. The completion of performance appraisal at the individual level will be determined according to the individual performance appraisal score of the holder.
10、 The current employee stock ownership plan is managed by the company itself. The company has established 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.
11、 The company’s financial and accounting treatment and tax and other issues related to the implementation of the current employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant individual income tax to be paid by the holder for the implementation of the current employee stock ownership plan shall be borne by the employees themselves.
12、 After the board of directors of the company deliberates and approves the current employee stock ownership plan, the company will issue a notice of convening the general meeting of shareholders to deliberate the current employee stock ownership plan. The current employee stock ownership plan can be implemented only after it is approved by the general meeting of shareholders of the company. The shareholders’ meeting of the company to review the current employee stock ownership plan will adopt the combination of on-site voting and online voting. The company will provide online voting platform for shareholders of the company through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange, and shareholders can exercise their voting rights through the above system during online voting time.
13、 The holders of the current employee stock ownership plan waive the voting rights of indirectly holding the company’s shares due to their participation in the current employee stock ownership plan.
14、 After the implementation of the current employee stock ownership plan, the company’s equity distribution will not meet the requirements of listing conditions.
Declare that 1 risk warning 2 special tips 3 interpretation Chapter I General Provisions 7 Chapter II participants and determination criteria of the current employee stock ownership plan Chapter III capital and stock sources of the current employee stock ownership plan 10 Chapter IV Distribution of holders of the current employee stock ownership plan Chapter V Duration of the current employee stock ownership plan, lock-in period and assessment criteria of the underlying shares Chapter VI accounting treatment of current employee stock ownership plan Chapter VII management mode of current employee stock ownership plan Chapter VIII participation mode of current employee stock ownership plan during company financing Chapter IX change and termination of the current employee stock ownership plan and disposal of the rights and interests of the holders 24 Chapter X asset composition, equity distribution and disposal of shares held after the expiration of the current ESOP 28 Chapter XI rights and obligations of the company and its holders Chapter XII procedures for implementing the current employee stock ownership plan 31 Chapter XIII description of association relationship and concerted action relationship 32 chapter XIV other important matters thirty-three
interpretation
Unless the context otherwise requires, the following abbreviations refer to the following meanings: Jiangsu Huachang Chemical Co.Ltd(002274) , the company, the company and the Jiangsu Huachang Chemical Co.Ltd(002274) listed company
The current employee stock ownership plan refers to Jiangsu Huachang Chemical Co.Ltd(002274) the first employee stock ownership plan
This draft refers to the Jiangsu Huachang Chemical Co.Ltd(002274) phase I employee stock ownership plan (Draft)
Holder refers to the employees of the company participating in the current employee stock ownership plan
Holder’s meeting refers to the current ESOP holder’s meeting
Management Committee / Management Committee refers to the Management Committee of the current employee stock ownership plan
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Jiangsu Huachang Chemical Co.Ltd(002274) phase I employee stock ownership plan
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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
Articles of association means the Jiangsu Huachang Chemical Co.Ltd(002274) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
In this draft, any discrepancy between the total and the mantissa of the sum of the sub items is caused by rounding.
Chapter I General Provisions
1、 Purpose of current employee stock ownership plan
In order to promote the formulation and implementation of the development plan during the 14th Five Year Plan period, maintain the sustainable and stable growth of the company and improve the management efficiency and effect; The company plans to enhance employees’ active participation in the development and growth of the company through the implementation of employee stock ownership plan, so as to improve employees’ cohesion and company competitiveness. On the premise that conditions are ripe, the company will gradually implement the employee stock ownership plan for core managers, core technicians and core employees. The current employee stock ownership plan is the first phase. Through the implementation of ESOP measures, establish and improve the benefit sharing mechanism of employees and shareholders to achieve better and faster development of the company.
(I) benefit sharing of employees and shareholders
Establish and improve the benefit sharing mechanism of employees and shareholders, promote the change of working thinking of participants from task execution to value creation, mobilize their enthusiasm and creativity, improve cohesion and competitiveness of the company, encourage them to realize value creation and benefit sharing with the company, and promote the long-term, sustainable and healthy development of the company.
(II) improve and innovate the salary incentive structure
Compared with the direct salary increase, business backbone and professionals hold the company’s shares through the employee stock ownership plan and combine it with the company’s medium and long-term development plan and corresponding performance assessment, which is conducive to realizing the medium and long-term incentive and restraint of the company’s high-quality talents and ensuring the realization of the company’s medium and long-term development goals.
(III) improve the construction of the company’s high-quality talent team
The long-term healthy and stable development of the company is inseparable from the construction of high-quality talent team. The launch of the employee stock ownership plan in this period, on the one hand, encourages the internal talents of the company to work actively, improve their level and strive for promotion, which is conducive to improving the initiative of the internal talents of the company; On the other hand, it can better attract external high-quality talents, which is conducive to reserving sustainable human resources for the company.
2、 Basic principles of current employee stock ownership plan
(I) principle of legal compliance
The company implemented the current employee stock ownership plan, performed the procedures in strict accordance with the provisions of laws and administrative regulations, and made true, accurate, complete and timely information disclosure. No one shall use the current 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 current employee stock ownership plan by the company follows the independent decision of the company, and employees participate voluntarily. The company does not force employees to participate in the current employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the current employee stock ownership plan shall bear their own profits and losses and risks.
Chapter II participants and determination criteria of the current employee stock ownership plan
The company has determined the list of participants of the current employee stock ownership plan in accordance with the company law, securities law, guiding opinions and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation. The participants of the current employee stock ownership plan are core managers, core technicians and core employees. All participants must sign labor contracts with the company or holding subsidiaries within the validity of the employee stock ownership plan. Eligible employees shall participate in the current employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk bearing. The total number of employees participating in the current employee stock ownership plan shall not exceed 60, and the specific number of participants shall be determined according to the actual contributions of employees. 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.
Chapter III capital and stock sources of the current employee stock ownership plan
1、 Capital source of current employee stock ownership plan
The capital sources of the current ESOP are employees’ legal remuneration, self raised funds and other methods permitted by laws and regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the holder. The holder shall not accept loans or financing assistance from other enterprises with production and business dealings with the company.
2、 Source of underlying stock involved in the current employee stock ownership plan
The total scale of the current employee stock ownership plan is expected to be 9.9049 million shares, and the stock source is the shares repurchased by the company from the secondary market.
Among them, the stock source of the current employee stock ownership plan is the shares repurchased by the company’s special account for repurchase, i.e. from January 25, 2021 to the draft
