SDBH(SH:600966) Zheng Quan Zhi Xing·2025-08-15 11:17Core Viewpoint - The article outlines the management measures for the employee stock ownership plan of Shandong Bohui Paper Industry Co., Ltd., emphasizing compliance with relevant laws and regulations, voluntary participation, and risk-bearing principles for employees. Group 1: General Principles - The employee stock ownership plan must adhere to legal compliance, ensuring accurate and timely information disclosure, and preventing insider trading and market manipulation [2][3] - Participation in the plan is voluntary, with no forced allocation to employees [2] - Participants bear their own risks, with equal rights to other investors [2] Group 2: Plan Implementation Procedures - The board of directors and the compensation and assessment committee are responsible for drafting the plan, which must be approved by the employee representative assembly [3] - The supervisory board must assess whether the plan benefits the company's sustainable development and does not harm the interests of shareholders [3] - Legal opinions must be obtained to ensure compliance before the plan is presented to the shareholders' meeting [3] Group 3: Funding and Stock Sources - The plan's funding sources include employee self-raised funds, loans from major shareholders, and other legally permitted methods [6] - The plan aims to raise a total of 301.8 million yuan, with a subscription unit of 1 yuan per share, based on a predicted stock price of 5.03 yuan per share [6] - The stock will be sourced from shares repurchased by the company, with a total of 100,030,021 shares repurchased, accounting for 7.48% of the total share capital [6] Group 4: Plan Scale and Stock Purchase Price - The plan intends to hold no more than 60 million shares, representing approximately 4.49% of the company's total share capital [6] - The purchase price for the stocks will not be lower than the par value and will be adjusted based on the average trading price [7] Group 5: Lock-up Period and Performance Assessment - The lock-up period starts from the date the stocks are transferred to the plan and can be extended under certain conditions [8] - Performance assessments will be conducted at the company, business unit, and individual levels, with specific targets set for the first unlocking period [10] Group 6: Management Structure - The plan will be managed by a management committee elected by the holders' meeting, which will oversee daily operations and represent the interests of the plan holders [11] - The management committee is responsible for making decisions regarding stock disposal and distribution of benefits [14] Group 7: Rights and Obligations of Holders - Holders have rights to participate in meetings and vote, but their shares cannot be transferred or used for guarantees without management committee approval [17] - Holders must comply with the plan's rules and may face penalties for violations [21] Group 8: Termination and Changes to the Plan - The plan may be terminated if there is a change in actual control, merger, or division of the company [19] - Any changes to the plan require approval from two-thirds of the holders present at the meeting [19]