Securities abbreviation: Anhui Korrun Co.Ltd(300577) securities code: 300577 Anhui Korrun Co.Ltd(300577)
The fifth employee stock ownership plan
Abstract (Draft)
January, 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the Anhui Korrun Co.Ltd(300577) fifth employee stock ownership plan, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1. Anhui Korrun Co.Ltd(300577) the fifth employee stock ownership plan (Draft) is formulated by Anhui Korrun Co.Ltd(300577) in accordance with the provisions of the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules, normative documents and the articles of Association. 2. The participants of the ESOP must meet the standards set by the company and be confirmed by the board of directors and verified by the board of supervisors. The total number of employees involved shall not exceed 41. 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.
3. The stock source of the ESOP is the shares repurchased in the company’s special account for repurchase. The number of shares is 278038, accounting for about 0.12% of the current total share capital of the company. 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 each period of employee stock ownership plans held by a single employee shall not exceed 1% of the total share capital of the company. The number of underlying 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.
4. After the ESOP is reviewed and approved by the general meeting of shareholders, the shares repurchased by the company shall be transferred, obtained and held at zero price through non transaction transfer and other ways permitted by laws and regulations, without the contribution of the participants.
5. The employee stock ownership plan adopts the mode of self-management. The company elects a management committee through the holders’ meeting to exercise shareholders’ rights on behalf of the holders and supervise the daily operation of the employee stock ownership plan. 6. Within 6 months after the general meeting of shareholders approves the employee stock ownership plan, the management committee will obtain the company’s shares by means of non trading transfer and other laws and regulations in accordance with the instructions of the employee stock ownership plan.
7. The duration of the employee stock ownership plan is 18 months, which is calculated from the date when the employee stock ownership plan is considered by the general meeting of shareholders and the last transfer of the subject stock is announced to the name of the current employee stock ownership plan. The lock up period of the shares held by the employee stock ownership plan is 12 months, which is calculated from the date when the company announces the transfer of the last subject stock to the name of the current employee stock ownership plan. One month before the expiration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after more than two-thirds of the shares held by the holders attending the holder meeting are agreed and submitted to the board of directors for deliberation and approval. If the duration of the employee stock ownership plan is not effectively extended after its expiration, the employee stock ownership plan shall terminate automatically.
8. After the board of directors of the company reviews the ESOP and has no objection, the company will issue a notice of convening the general meeting of shareholders to review 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. The ESOP can only be implemented after being approved by the general meeting of shareholders of the company.
9. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions. 10. The financial and accounting treatment and taxation of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems.
11. The company will disclose the legal opinion of the law firm on the employee stock ownership plan before the shareholders’ meeting to review the employee stock ownership plan in accordance with relevant regulations.
1、 Criteria for determining the participants of employee stock ownership plan
(I) legal basis for determining the participants
The company determines the list of participants of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, self regulatory guidelines and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation.
(II) criteria for determining participants
All participants of the ESOP shall work in the company or its subsidiaries, receive remuneration and sign labor contracts, and shall meet one of the following standards:
(1) Business and technical backbone working in key positions and contributing to the company’s business performance and development; (2) Potential excellent employees and key training objects;
(3) Old employees with certain historical contributions.
(III) verification of participants
The board of supervisors of the company will verify the list of employees eligible to participate in the employee stock ownership plan and explain the verification at the general meeting of shareholders. 2、 Share distribution of participants in employee stock ownership plan
The total shares of the employee stock ownership plan are 278038 shares. After the 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 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. The total number of shares corresponding to the employee stock ownership plan does not include the shares obtained by employees before the listing of the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
The directors, supervisors and senior managers of the company did not participate in the fifth employee stock ownership plan. The list of participants and share distribution of the employee stock ownership plan are shown in the table below:
Account for this plan in sequence
Share of participants (shares)
Total share proportion of No
1. Core employees of the company 278038 100%
Total 278038 100%
The shares and proportion held by the holders of the employee stock ownership plan will be adjusted according to the company’s performance appraisal and the performance appraisal results of each holder after the expiration of the shareholding lock of the employee stock ownership plan.
3、 Capital and stock sources of employee stock ownership plan
(I) source of funds
After the ESOP is reviewed and approved by the general meeting of shareholders, the shares repurchased by the company shall be transferred, obtained and held at zero price through non transaction transfer and other ways permitted by laws and regulations, without the contribution of the participants.
The pricing is based on the company’s own experience in implementing employee incentive in the past, and with reference to relevant policies and market practice, an effective and feasible scheme matching the industry competition and the actual situation of the company’s development. Under the background of the uncertain factors brought by the current epidemic on the travel and consumer goods market and the intensification of market and talent competition, based on the principle of equal incentives and constraints, the company has set strict assessment conditions for the shareholding plan. The company explores and implements incentive systems such as employee stock ownership, which has a positive incentive effect on core backbone talents. In terms of equity share distribution, the company also adheres to the principle of relative share and contribution.
The participants of this ESOP are the core backbone personnel of the company, excluding directors, supervisors and senior managers of the company. The holder of this ESOP is an important executor of the company’s strategy and plays an important role in maintaining the healthy and stable development of the company. The incentive mechanism inherent in the shareholding plan will fully mobilize and stimulate the subjective initiative and work enthusiasm of talents, and have a positive impact on the sustainable operation and performance of the company.
(II) stock source
The stock source of the ESOP is the shares repurchased by the company’s special account for repurchase. The employee stock ownership plan will hold the company’s shares through non trading transfer and other ways permitted by laws and regulations within 6 months after it is reviewed and approved by the company’s general meeting of shareholders.
The company held the 17th meeting of the third board of directors on December 28, 2020, deliberated and adopted the proposal on share repurchase scheme of the company. The company plans to use its own funds to buy back the company’s shares in the form of centralized bidding transaction for the implementation of equity incentive or employee stock ownership plan. The total capital of this repurchase shall not be less than 15 million yuan (inclusive) and not more than 30 million yuan (inclusive), and the implementation period of the repurchase shall not exceed 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan.
As of December 28, 2021, the company has implemented and completed the above repurchase plan. The company repurchases 1183414 shares of the company through centralized bidding through the special account for share repurchase, accounting for 0.49% of the total share capital of the company. The maximum transaction price is 26.50 yuan / share, the minimum transaction price is 18.93 yuan / share, and the total transaction amount is 26967944.95 yuan (excluding transaction costs). Up to now, 389283 shares have been transferred to the company’s phase IV employee stock ownership plan through non trading transfer, and the remaining 794131 shares have been deposited in the company’s special securities account for repurchase.
4、 Existence, termination, locking and prohibition of employee stock ownership plan
(I) duration and termination
1. The duration of the employee stock ownership plan is 18 months, which is calculated from the date when the general meeting of shareholders deliberates and approves the employee stock ownership plan and announces the last transfer of the subject stock to the name of the employee stock ownership plan.
2. One month before the expiration of the duration of the ESOP, the duration of the ESOP can be extended after more than 2 / 3 of the shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
3. After the lock-in period of the employee stock ownership plan expires, the employee stock ownership plan can transfer the shares to the individual name of the employee in a manner consistent with the laws and regulations at that time, or can choose to sell the shares to the outside world and distribute the income according to the proportion of shares held by the holders at that time. When the assets of the employee stock ownership plan are monetary funds, Or on the premise of the system support of Shenzhen Stock Exchange and registration and Clearing Company at that time, after the shares are transferred to the account of the plan holder, the employee stock ownership plan can be terminated in advance.
4. If the duration of the employee stock ownership plan is not effectively extended after its expiration, the employee stock ownership plan shall be terminated automatically. (II) lock up period
According to the guiding opinions, self regulatory guidelines and other relevant provisions, the lock-in period of the shares held by the employee stock ownership plan is 12 months, which is calculated from the date when the company announces that the last underlying shares are registered under the name of the employee stock ownership plan.
(III) prohibited acts
The employee stock ownership plan shall not buy or sell the company’s shares during the following periods:
1. Within 30 days before the announcement of the company’s periodic report, if the announcement date is delayed due to special reasons, it shall be from 30 days before the original announcement date to the final announcement date;
2. Within 10 days before the announcement of the company’s performance forecast and performance express;
3. From the date of occurrence of major events that may have a significant impact on the company’s stock trading price or in the decision-making process to 2 trading days after disclosure according to law;
4. Other periods prescribed by the CSRC and the stock exchange. 5、 Management mode of employee stock ownership plan
The employee stock ownership plan is managed by the company itself, and the internal management authority is the holder meeting; A management committee shall be set up for the ESOP, which shall be elected by the employees participating in the ESOP through the holders’ meeting to supervise the daily management of the ESOP and exercise shareholders’ rights on behalf of the holders; The board of directors of the company is responsible for drafting and revising the draft plan and handling other relevant matters of the current employee stock ownership plan within the scope authorized by the general meeting of shareholders. The management committee shall manage the assets of the employee stock ownership plan in accordance with relevant laws, administrative regulations, departmental rules, the draft plan and the measures for the administration of stock ownership plan, safeguard the legitimate rights and interests of the holders of the employee stock ownership plan and ensure the asset safety of the employee stock ownership plan.
The management committee manages the assets of the plan according to the written power of attorney of the shareholders’ meeting of the employee stock ownership plan. The management period is from the date when the employee stock ownership plan is considered and approved by the shareholders’ meeting to the date when all the shares held by the employee stock ownership plan are transferred or sold, the asset distribution is completed and the cancellation of the plan is completed. 6、 Asset composition and expenses of employee stock ownership plan
(I) asset composition of employee stock ownership plan
1. Shares of the company;
2. Cash and fruits generated;
3. Other assets such as income from fund management.
The assets of the employee stock ownership plan are independent of the company’s inherent property, and the company shall not classify the assets of the employee stock ownership plan into its inherent property. The property and income obtained due to the management, application or other circumstances of the employee stock ownership plan shall be included in the assets of the employee stock ownership plan.
(II) taxes and expenses to be borne by ESOP
1. Taxation
All taxpayers involved in the ESOP shall fulfill their tax obligations in accordance with national tax laws and regulations. 2. Expenses
(1) Securities transaction expenses
The employee stock ownership plan shall accrue and pay the transaction handling fee, stamp duty, etc. in the event of investment transaction according to the specified proportion.
(2) Other expenses
