Securities abbreviation: Gree Real Estate Co.Ltd(600185) securities code: 600185 Gree Real Estate Co.Ltd(600185)
The sixth employee stock ownership plan
(Draft)
abstract
January 2002
statement
The company and all directors of the board of directors guarantee that there are no false records, misleading statements or major omissions in the ESOP and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1. The employee stock ownership plan of the company can be implemented only 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. The capital source, contribution amount and implementation plan of the employee stock ownership plan are preliminary results and uncertain.
3. If the subscription funds of employees are low, there is a risk that the ESOP will not be established.
hot tip
1. Gree Real Estate Co.Ltd(600185) (hereinafter referred to as ” Gree Real Estate Co.Ltd(600185) ” or “the company”) the sixth employee stock ownership plan (hereinafter referred to as “Employee Stock Ownership Plan”) is 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 guiding opinions on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “guiding opinions”) and the guidelines on the information disclosure of ESOP by listed companies of Shanghai Stock Exchange and other relevant laws, administrative regulations and rules Formulated in accordance with the provisions of normative documents and the Gree Real Estate Co.Ltd(600185) articles of Association (hereinafter referred to as the “articles of association”).
2. 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 total number of employees participating in the employee stock ownership plan shall not exceed 300, including 7 directors (excluding independent directors), supervisors and senior managers, and no more than 293 others. The specific number of participants shall be determined according to the subscription agreement signed between the employee and the company and the actual contributions of the employee. The board of directors of the company may adjust the list and distribution proportion of employees participating in the stock ownership plan according to the changes and assessment of employees.
4. The total amount of funds to be raised by the employee stock ownership plan is no more than 180 million yuan. The source of funds is the legal salary of employees and self raised funds obtained by other means permitted by laws and administrative regulations. The specific amount and share of the holder are determined according to the actual payment.
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 manage the daily operation of the employee stock ownership plan.
6. The stock source of the employee stock ownership plan is the shares repurchased for the second time in the company’s repurchase special securities account, that is, 49095061 shares repurchased by the company from February 19, 2019 to March 19, 2019. After the general meeting of shareholders of the company deliberated and approved the ESOP, the ESOP plans to acquire and hold part of Gree Real Estate Co.Ltd(600185) shares repurchased for the second time in the special securities account for repurchase of the company (hereinafter referred to as “target shares”) at the price of 4.88 yuan / share (the average price of the second repurchase of shares of the company is 4.88 yuan / share). The maximum number of subject shares held by the employee stock ownership plan is 36834050 shares, accounting for about 1.89% of the company’s total existing share capital. Combined with the company’s shares held by the company’s phase IV employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company accounts for about 2.48% of the company’s total existing share capital, which does not exceed 10% of the company’s total share capital, The total number of underlying shares corresponding to the ESOP shares held by any holder shall not exceed 1% of the total share capital of the company (excluding the shares obtained by employees before the listing of the company’s initial public offering, the shares purchased by employees through the secondary market and the shares obtained through equity incentive). 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.
7. The duration of the employee stock ownership plan is 36 months, which is calculated from the date when the draft plan is deliberated and approved by the general meeting of shareholders and the company announces the transfer of the last subject stock to the name of the employee stock ownership plan. 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. 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.
The underlying shares are unlocked in two phases. The unlocking time points are 12 months and 24 months from the date when the company announces the last transfer of the underlying shares to the name of the employee stock ownership plan. The proportion of the underlying shares unlocked in each phase is 50% and 50% respectively. The specific unlocking proportion and quantity of each year are calculated and determined according to the assessment results of the holders.
After the lock-in period of the employee stock ownership plan expires and during the duration, the management committee shall, in accordance with the authorization of the holders’ meeting, choose the opportunity to sell the corresponding underlying shares after the unlocking date of each period, The cash assets from the sale of shares held by the employee stock ownership plan and other cash assets in the fund account of the employee stock ownership plan shall be distributed according to the share held by the holder after deducting relevant taxes according to law.
8. The financial and accounting treatment and tax expenses of the company’s implementation of the shareholding plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant taxes to be paid by the holders due to the implementation of the shareholding plan shall be borne by the holders themselves.
9. Before implementing the ESOP, the company will solicit the opinions of employees through the employee congress. After the board of directors deliberates the ESOP and has no objection, the company will issue a notice to convene a 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. The ESOP can only be implemented after being approved by the general meeting of shareholders of the company.
10. After the implementation of the employee stock ownership plan, the company’s control will not change, nor will the company’s equity distribution fail to meet the requirements of listing conditions.
catalogue
Declare that 2 risk tips 3 special tips 4 catalog 7 interpretation 8 I. participants and determination criteria of employee stock ownership plan 9 II. Sources of funds and shares of the employee stock ownership plan 10 III. duration and lock-in period of employee stock ownership plan 12 IV. participation mode of employee stock ownership plan during company financing 15 v. management mode of employee stock ownership plan 15 VI. asset composition and equity disposal methods of employee stock ownership plan 15 VII. Change and termination of employee stock ownership plan 19 VIII. Procedures for the implementation of employee stock ownership plan IX. matters authorized by the general meeting of shareholders to be handled by the board of Directors 21 X. other important matters twenty-two
interpretation
Unless otherwise specified, the following abbreviations shall have the following meanings:
Abbreviation interpretation
Gree Real Estate Co.Ltd(600185) / the company / the company refers to Gree Real Estate Co.Ltd(600185) employee stock ownership plan, the employee refers to Gree Real Estate Co.Ltd(600185) phase VI employee stock ownership plan, stock ownership plan and the plan
Management Measures refers to the management measures for Gree Real Estate Co.Ltd(600185) the sixth employee stock ownership plan
The draft plan refers to the Gree Real Estate Co.Ltd(600185) sixth employee stock ownership plan (Draft)
It refers to the shares of Gree real estate (600185) repurchased for the second time in the special securities account repurchased by some companies through the way allowed by laws and regulations
The holder indicates the regular employees of the company who participate in the employee stock ownership plan
Holder’s meeting means the meeting of holders of employee stock ownership plans
Refers to the Management Committee of the employee stock ownership plan, which is the daily management organization elected by the Management Committee of the holders participating in the employee stock ownership plan through the meeting of the holders of the employee stock ownership plan
Senior managers refer to the president, vice president, financial officer, Secretary of the board of directors and other personnel specified in the articles of association of Gree Real Estate Co.Ltd(600185)
CSRC refers to the China Securities Regulatory Commission
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to 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 Gree Real Estate Co.Ltd(600185) articles of association
Shanghai stock exchange refers to Shanghai Stock Exchange
In this paper, if the total number is inconsistent with the mantissa of the sum of each sub item value, it is caused by rounding.
1、 Participants and determination criteria of employee stock ownership plan
(I) participants and determination criteria of employee stock ownership plan
The scope of participating in the employee stock ownership plan includes some directors (excluding independent directors), supervisors, senior managers, middle managers, core technicians and business backbones of the company. The participants work full-time in the company or its subsidiaries, receive remuneration and sign labor contracts, and there are no relevant laws It is stipulated by laws and regulations or normative documents that it cannot become the holder of the employee stock ownership plan. The specific list of participants shall be determined by the board of directors and verified by the board of supervisors.
(II) participants and subscription of ESOP
The employees participating in the ESOP are the employees on duty on the implementation date of the ESOP. The proposed number of participants in the employee stock ownership plan shall not exceed 300, including some directors (excluding independent directors), supervisors and senior managers of the company. The employee stock ownership plan implements the principle of voluntary participation of employees. The board of directors of the company can adjust the list and distribution proportion of employees participating in the stock ownership plan according to the changes and assessment of employees.
The total amount of funds to be raised by the employee stock ownership plan shall not exceed 180 million yuan. Among them, directors (excluding independent directors) Lu Junsi, Zhou Qinqin, supervisors Lu Tao, Teng, senior managers Yang Liqun, Su xixiong and Xu Qing contributed no more than 25.5 million yuan, accounting for 14.17%; The contribution of other employees shall not exceed 154.5 million yuan, accounting for 85.83%. The number, list and subscription shares of employees finally participating in the employee stock ownership plan shall be determined by the board of directors of the company according to the actual contributions of employees.
(III) verification of ESOP holders
The board of supervisors of the company shall verify the list of holders and explain the verification at the general meeting of shareholders. The lawyer employed by the company shall issue opinions on whether the qualification of the holder complies with the company law, securities law, guiding opinions and other relevant laws and regulations, the articles of association and the employee stock ownership plan. 2、 Source of funds and shares of employee stock ownership plan
(I) capital source of employee stock ownership plan
The funds for the company’s employees to participate in the employee stock ownership plan are their legal salary and self raised funds obtained by other means permitted by laws and administrative regulations. There is no situation where the company provides financial assistance to employees or guarantees for their loans.
(II) source of underlying stock of employee stock ownership plan
On January 30, 2019, the 54th meeting of the sixth board of directors held by the company deliberated and adopted the proposal on the second share repurchase scheme. On March 19, 2019, the company completed the repurchase and repurchased 49095061 shares of the company, with an average repurchase price of 4.88 yuan / share, which should be transferred or cancelled within three years. On December 22, 2021, the 22nd Meeting of the seventh board of directors held by the company considered and approved the proposal on changing the purpose of the second share repurchase, which changed the purpose of the second share repurchase to the employee stock ownership plan. In view of the fact that the above repurchased shares are about to expire and the implementation of the employee stock ownership plan by the company is conducive to recovering funds and improving the asset structure of the company, the company decides to use the above repurchased shares for the employee stock ownership plan.
The stock source of the employee stock ownership plan is the second repurchase of shares in the company’s special securities account for repurchase. After the general meeting of shareholders of the company deliberated and approved the ESOP, the ESOP plans to acquire and hold part of the target shares repurchased for the second time in the company’s special securities account for repurchase at the price of 4.88 yuan / share in the way permitted by laws and regulations.
The maximum number of subject shares held by the employee stock ownership plan is 36834050 shares, accounting for about 1.89% of the company’s total existing share capital. Combined with the company’s shares held by the company’s phase IV employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company accounts for about 2.48% of the company’s total existing share capital, which does not exceed 10% of the company’s total share capital, Employees held by any holder
