Gree Real Estate Co.Ltd(600185)
Management measures for the sixth phase of employee stock ownership plan
Chapter I General Provisions
Article 1 in order to regulate the implementation of the sixth employee stock ownership plan of Gree Real Estate Co.Ltd(600185) (hereinafter referred to as “the company”) (hereinafter referred to as “the employee stock ownership plan” and “the employee stock ownership plan”), 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 guidance of China Securities Regulatory Commission on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “guidance”), the guidance on the disclosure of ESOP information by listed companies of Shanghai Stock Exchange and other relevant laws, administrative regulations, rules, normative documents, and the Gree Real Estate Co.Ltd(600185) articles of Association (hereinafter referred to as the “articles of association”) These measures are formulated in accordance with the provisions of the Gree Real Estate Co.Ltd(600185) sixth employee stock ownership plan (Draft) (hereinafter referred to as the “draft plan”).
Chapter II Formulation of employee stock ownership plan
Article 2 basic principles of employee stock ownership plan
(I) principle of legal compliance
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the 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 employee stock ownership plan by the company follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The holders of employee stock ownership plans 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 employee stock ownership plan
(I) hold employee congress to fully solicit employees’ opinions on ESOP.
(II) when the board of directors deliberates the draft plan, the independent directors shall express independent opinions on whether the ESOP 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 ESOP, such as apportionment and forced distribution.
(III) the board of supervisors is responsible for verifying the list of holders and expressing its opinions on whether the ESOP is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether there is a situation of forcing employees to participate in the ESOP by means of apportionment and forced distribution.
(IV) the board of directors shall announce the resolutions of the board of directors, the draft plan and its abstract, the opinions of independent directors, the opinions of the board of supervisors and other relevant documents within 2 trading days after the ESOP is considered and approved by the board of directors.
(V) the company employs a law firm to issue legal opinions on whether the ESOP, holder qualification and related matters are legal and compliant, and whether necessary decision-making and approval procedures have been performed.
(VI) convene a general meeting of shareholders to review the ESOP, and the board of supervisors shall explain the verification of the list of holders at the general meeting of shareholders. The general meeting of shareholders will adopt the combination of on-site voting and online voting. If the general meeting of shareholders of the company makes a resolution on the employee stock ownership plan, it shall be adopted by more than half of the voting rights held by the shareholders attending the meeting.
(VII) convene a meeting of the holders of the employee stock ownership plan, review and adopt these measures, elect members of the management committee, and clarify the specific matters of the implementation of the employee stock ownership plan.
(VIII) the company implements the employee stock ownership plan and announces the implementation progress of the employee stock ownership plan once a month from the date of adoption of the general meeting of shareholders before the completion of the warehouse building of the underlying shares; Within 2 trading days after the purchase of the underlying shares has been completed or the underlying shares have been transferred to the name of the employee stock ownership plan, the company shall disclose the time, quantity, proportion and other information of obtaining the underlying shares in the form of temporary announcement.
(IX) other procedures required to be performed as stipulated by the CSRC and the stock exchange.
Article 4 holders of employee stock ownership plans
(I) legal basis for the determination of the holder
In accordance with the company law, securities law, guiding opinions and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation, the company has determined the list of holders of the employee stock ownership plan. All holders work full-time in the company or its subsidiaries, receive salary and sign labor contracts. (II) job basis determined by the holder
Holders of ESOP shall meet one of the following criteria:
1. Directors (excluding independent directors), supervisors, senior managers and middle managers of the company;
2. Core technical personnel and business backbone.
Eligible employees shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. The specific participation list shall be confirmed by the board of directors and verified by the board of supervisors.
(III) scope of holders
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.
(IV) verification of the holder
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.
Article 5 capital source and stock source of employee stock ownership plan
(I) source of funds
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) stock source 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 this 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, 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.
Article 6 duration and lock-in period of ESOP
(I) duration
1. 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 of the company and the company announces the last transfer of the subject shares to the name of the employee stock ownership plan. The duration of the employee stock ownership plan will be terminated automatically after the expiration of the duration. If the restriction of relevant laws, regulations and normative documents on the sale of the underlying shares makes the underlying shares unable to be fully realized before the expiration of the duration, the duration of the ESOP will be extended accordingly 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.
Once all the underlying shares held are sold and the employee stock ownership plan is monetary assets, the employee stock ownership plan can be terminated in advance after more than 2 / 3 shares held by the holders attending the holder meeting are agreed and submitted to the board of directors for deliberation and approval.
2. Two months before the expiration of the duration 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 shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
(II) lock up period
1. The lock-in period of the employee stock ownership plan is the lock-in period of the underlying shares held by the employee stock ownership plan. The subject shares of the employee stock ownership plan 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 subject shares to the name of the employee stock ownership plan, as follows:
Phase I unlocking time point: 12 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 50% of the total subject stock held by the employee stock ownership plan; The unlocking time point of phase II: 24 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the number of unlocked shares is 50% of the total subject stock held by the employee stock ownership plan. After the lock-in period of the employee stock ownership plan expires and during its 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.
2. The shares derived from the underlying shares obtained by the employee stock ownership plan due to the company’s distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the above share locking arrangement.
3. 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 process of decision-making to 2 trading days after disclosure according to law;
(4) The period during which the company’s shares shall not be traded as stipulated by other laws, regulations and the CSRC and other regulatory authorities.
Before deciding to dispose of the company’s shares, the management committee shall timely consult the Secretary of the board of directors of the company whether it is in a sensitive period of stock trading.
(III) individual performance appraisal of employee stock ownership plan
The employee stock ownership plan will assess the performance of individuals according to the company’s performance appraisal system, and determine the equity share of the subject stock finally unlocked by the holder according to the individual performance appraisal results, as follows:
Assessment result a + a B C D
Unlocking factor 100% 100% 0% 0%
Equity share of the target stock unlocked by the individual in the current period = equity share unlocked by the target × Unlock factor.
Chapter III Management of employee stock ownership plan
Article 7 management mode of employee stock ownership plan
The ESOP adopts the self-management mode, and the highest authority of internal management is the holder meeting; The management committee elected by the ESOP holders’ meeting is responsible for the daily management of the ESOP and exercising 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 shareholding plan within the scope authorized by the general meeting of shareholders.
Article 8 shareholders’ meeting of employee stock ownership plan
The shareholders’ meeting is the highest authority of the employee stock ownership plan. All holders have the right to attend the shareholders’ meeting and exercise their voting rights according to their shares. The holder may attend and vote at the holders’ meeting in person or entrust an agent to attend and vote on his behalf. The travel expenses, board and lodging expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder.
(I) the following matters need to be considered at the shareholders’ meeting:
1. To elect and recall members of the Management Committee;
2. The change, termination and extension of the duration of the employee stock ownership plan;
3. During the duration of the employee stock ownership plan, when the company finances by means of allotment, additional issuance, convertible bonds, etc., the management committee shall decide whether to participate and the capital solution, and submit it to the meeting of the holders of the employee stock ownership plan for deliberation;
4. Formulate, revise or authorize the management committee to revise the measures and other relevant provisions of the employee stock ownership plan; 5. Authorize the management committee to be responsible for the daily management of the employee stock ownership plan;
6. Authorize the management committee to exercise the shareholder rights corresponding to the assets of the employee stock ownership plan;
7. Other matters that the Management Committee deems necessary to convene a shareholders’ meeting for deliberation.
(II) convening and convening procedures of shareholders’ meeting:
1. The first holder meeting shall be convened and presided over by the chairman of the company, and the subsequent holder meeting shall be convened by the management committee and presided over by the director of the management committee. When the chairman of the management committee is unable to perform his duties, he shall appoint a member of the management committee to convene and preside over the meeting.
2. The board of directors of the company proposes the change plan of the employee stock ownership plan; Members of the management committee are unfit to serve as members of the management committee, such as leaving their posts or being unable to perform their duties for three consecutive months; Or other matters that need to be considered by the shareholders’ meeting as stipulated in relevant normative documents, the shareholders’ meeting shall be held.
3. When convening a meeting of holders, the convener of the meeting shall send a meeting notice 5 days in advance, and the meeting notice shall be submitted to all holders by direct delivery, mail, fax, e-mail or other means. In case of emergency, it can be held at any time after notice. The meeting notice shall at least include:
① Time and place of the meeting
