Jiangsu Huachang Chemical Co.Ltd(002274) management measures for phase I employee stock ownership plan
January 2002
catalogue
catalogue Chapter I General Provisions Chapter II Formulation of employee stock ownership plan Chapter III Management of employee stock ownership plan Chapter IV asset composition and equity distribution of employee stock ownership plan Chapter V change, termination and equity disposal of employee stock ownership plan Chapter VI rights and obligations of the company and its holders 22 Chapter VII Supplementary Provisions twenty-three
Chapter I General Provisions
Article 1 in order to standardize the implementation and management of phase I employee stock ownership plan (hereinafter referred to as “current employee stock ownership plan”) of Jiangsu Huachang Chemical Co.Ltd(002274) (hereinafter referred to as “the company” or ” Jiangsu Huachang Chemical Co.Ltd(002274) “), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China Relevant laws, administrative regulations, rules and normative documents such as the guidance on the pilot implementation of ESOP by listed companies and the guidance on information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – ESOP by CSRC These management measures are hereby formulated in accordance with the provisions of the articles of association of Jiangsu Huachang Chemical Co.Ltd(002274) (hereinafter referred to as the “articles of association”) and the employee stock ownership plan (Draft) of Jiangsu Huachang Chemical Co.Ltd(002274) phase I (hereinafter referred to as the “draft employee stock ownership plan of this period”).
Chapter II Formulation of employee stock ownership plan
Article 2 basic principles of 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 are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors. Article 3 implementation procedures of the current employee stock ownership plan
(I) the board of directors is responsible for preparing the draft of the current employee stock ownership plan.
(II) before implementing the current employee stock ownership plan, the company shall fully solicit employees’ opinions through employee congress and other organizations.
(III) the board of directors deliberated and approved the draft of the current employee stock ownership plan. The independent directors and the board of supervisors shall express their opinions on whether the current 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 there are ways to force employees to participate in the current employee stock ownership plan, such as apportionment and forced distribution. (IV) when the board of Directors considers the current employee stock ownership plan, the directors associated with the current employee stock ownership plan shall withdraw from voting. The board of directors shall announce the resolution of the board of directors, the summary of the draft of the current employee stock ownership plan, the opinions of independent directors, the opinions of the board of supervisors, etc. within 2 trading days after considering and adopting the draft of the current employee stock ownership plan.
(V) the company issues the notice of convening the general meeting of shareholders.
(VI) the company employs a law firm to issue a legal opinion on the current employee stock ownership plan and announce the legal opinion before the shareholders’ meeting on the review of the current employee stock ownership plan is held.
Voting shall be carried out by means of combining network voting, and the votes of small and medium-sized investors shall be counted separately and disclosed publicly; If the current employee stock ownership plan involves relevant directors and shareholders, relevant directors and shareholders shall avoid voting. The current employee stock ownership plan can be implemented after it is approved by more than half of the effective voting rights attending the general meeting of shareholders. After the general meeting of shareholders deliberates and approves the ESOP, it shall timely disclose the full text of the resolution of the general meeting of shareholders and the ESOP plan. (VIII) hold a meeting of the holders of the current employee stock ownership plan, elect members of the management committee, and clarify the specific matters for the implementation of the current employee stock ownership plan;
(IX) the company implements the current employee stock ownership plan, and timely disclose the time and quantity of the underlying shares within 2 trading days after completing the purchase of the underlying shares or transferring the underlying shares to the name of the current employee stock ownership plan.
(x) other procedures to be performed as stipulated by the CSRC and the stock exchange.
Article 4 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, the securities law, the guiding opinions, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan 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 include 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.
Article 5 capital source and stock source of the current employee stock ownership plan
(I) 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.
(II) stock source of current employee stock ownership plan
The total scale of the current employee stock ownership plan is expected to be 9904936 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, that is, 9904936 shares repurchased by the company from January 25, 2021 to the disclosure date of the draft employee stock ownership plan of the current period, accounting for 1.04% of the company’s current total share capital of 952364646 shares. 9904936 shares of the repurchased shares are proposed to be used in the current employee stock ownership plan, accounting for 1.04% of the current total share capital of the company.
The company held the 8th meeting of the 6th board of directors on January 25, 2021, deliberated and approved the proposal on centralized bidding repurchase of some public shares, and agreed that the company would repurchase the company’s shares within 12 months from the date of deliberation and approval of the share repurchase plan at the 8th meeting of the 6th board of directors, and the proposed share repurchase price would not exceed RMB 6.5/share; It is estimated that the maximum number of shares to be repurchased is 38461500 shares (including 38461500 shares), no less than 23076900 shares, and the maximum number of shares to be repurchased accounts for about 4.04% of the total share capital of the company at that time; Or the total repurchase fund is expected to be no more than 250 million yuan and no less than 150 million yuan.
The company disclosed the repurchase report (Announcement No.: 2021-006) on January 30, 2021 and the announcement on initial repurchase of company shares (Announcement No.: 2021-011) on March 25, 2021; On April 24, 2021, the company disclosed the announcement on adjusting the price ceiling of the repurchase scheme (Announcement No.: 2021-025), which will adjust the share repurchase price from no more than 6.50 yuan / share to no more than 7.50 yuan / share by means of centralized bidding transaction; On June 4, 2021, the company implemented the 2020 annual equity distribution and distributed 1.00 yuan in cash to all shareholders for every 10 shares. After the implementation of the equity distribution plan, the proposed repurchase price of the company’s share repurchase plan was adjusted from no more than (including) 7.50 yuan / share to no more than (including) 7.40 yuan / share, See “notice on adjusting the price and quantity of share repurchase after the implementation of the rights and interests allocation in 2020” (Bulletin number: 2021-036). From April 2021 to January 2022, the company successively disclosed the progress announcement on share repurchase, and disclosed the progress of share repurchase. See the relevant announcements disclosed by the company (Announcement No.: 2021-013, 2021-031, 2021-035, 2021-041, 2021-043, 2021-046, 2021-049, 2021-056, 2021-058 and 2022-001).
The 13th meeting of the 6th board of directors of the company deliberated and approved the proposal on and summary and other relevant proposals, and agreed to use 9.9049 million shares of the repurchased shares for the current employee stock ownership plan, The current employee stock ownership plan will obtain the company’s shares held in the company’s special securities account through non trading transfer and other ways permitted by laws and regulations.
During the period from the announcement date of the resolution of the board of directors to the date of purchase of repurchased shares in the current employee stock ownership plan, if the company has ex right and ex interest matters such as conversion of capital reserve into share capital, share distribution and dividend distribution, the price of the underlying stock shall be adjusted accordingly.
(III) stock purchase price of current employee stock ownership plan
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).
(IV) scale of underlying shares involved in the current employee stock ownership plan
The stock size of the current employee stock ownership plan is 9904936 shares repurchased by the company from January 25, 2021 to the disclosure date of the draft employee stock ownership plan, accounting for 1.04% of the company’s current total share capital of 952364646 shares. The specific number of shares held by the employee stock ownership plan in this period is determined by the actual contribution of employees. After implementation, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of underlying shares corresponding to the share of the employee stock ownership plan held by any holder 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 company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
Article 6 distribution of holders of the current employee stock ownership plan
The current employee stock ownership plan takes “share” as the subscription unit, and one share is subscribed for at 1 yuan. The total number of participants in the current employee stock ownership plan shall not exceed 60, and the total subscription shares shall not exceed 9904936. The maximum amount of funds to be raised is 29714808.00 yuan, and 9904900 shares of the company’s repurchased shares shall be purchased at the price of 3.00 yuan / share.
When the current employee stock ownership plan was established, the shares subscribed by employees are as follows:
Proportion (%) of the number of shares to be subscribed in the planned number of shares held by employees in the current period (%) (shares)
1 Hu Bo, director and general manager 1200000 4.04% 400000
2 Zhang Hanqing, director and deputy general manager 1200000 4.04% 400000
3 director Lu long and Secretary of the board of directors 1200000 4.04% 400000
4 he Xiaowei, director and deputy general manager 1200000 4.04% 400000
5 Zhao Huifen, director and chief financial officer 1200000 4.04% 400000
6 Jiang Xiaoning, chairman of the board of supervisors 1200000 4.04% 400000
7 Ye Shixun supervisor 351000 1.18% 117000
Zhou Hongcai supervisor 351000 1.18% 117000
9 Gong Jingtao supervisor 351000 1.18% 117000
10 weeks, such as a deputy general manager 1200000 4.04% 400000
11 Li Changsheng, deputy general manager 1200000 4.04% 400000
12 talk about Aidong deputy general manager 1200000 4.04% 400000
Other employees (no more than 48) 16664808 60.11% 5953936
Total (no more than 60 persons)
