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春秋航空: 春秋航空2020年员工持股计划管理办法(修订稿)
Zheng Quan Zhi Xing· 2025-08-29 17:02
Core Viewpoint - The company has established an employee stock ownership plan (ESOP) to enhance employee engagement and align their interests with those of shareholders, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Principles of the Employee Stock Ownership Plan - The ESOP is based on the principles of legal compliance, voluntary participation, and risk-bearing by employees [1][2]. - Employees are encouraged to participate voluntarily, and the company will not impose mandatory participation [1][2]. - Participants are responsible for their own investment risks, ensuring equality with other investors [1][2]. Group 2: Implementation Procedures - The ESOP requires approval from the shareholders' meeting, with necessary disclosures and independent opinions provided [2]. - The plan will be implemented after receiving majority approval from the shareholders [2]. - Monthly updates on the ESOP's progress will be disclosed, including details on stock acquisition [2][4]. Group 3: Funding and Stock Sources - Funding for the ESOP will come from employees' legal salaries, self-raised funds, and other legally permitted sources [4]. - The plan will acquire stocks through a qualified asset management institution after shareholder approval, with a maximum asset scale of 31.34 million [4]. Group 4: Duration and Lock-up Period - The ESOP will commence upon the transfer of stocks to the asset management plan and will terminate if not extended [5]. - The lock-up period will last until performance evaluations are completed, with stocks being unlocked in four phases based on annual performance ratings from 2021 to 2024 [5][6]. Group 5: Management and Governance - A management committee elected by the ESOP participants will oversee the plan, ensuring daily management and representing participants' interests [7][8]. - The committee is responsible for convening meetings, managing assets, and ensuring compliance with the plan's regulations [8][12]. Group 6: Rights and Obligations of Participants - Participants have rights to the assets of the ESOP proportional to their holdings and must comply with the plan's rules [15][16]. - Participants are prohibited from transferring their shares without committee approval and must adhere to legal and regulatory obligations [15][16]. Group 7: Changes and Termination of the Plan - Any changes to the ESOP require a two-thirds majority approval from participants and subsequent board approval [17]. - The plan can be terminated early if all stocks are sold or if two-thirds of participants agree [17][19].
春秋航空: 春秋航空2022年员工持股计划管理办法(修订稿)
Zheng Quan Zhi Xing· 2025-08-29 17:02
Core Viewpoint - The article outlines the management measures for the employee stock ownership plan of Spring Airlines, emphasizing compliance with laws and regulations, voluntary participation, and risk-bearing principles for employees [2][3][4]. Group 1: Basic Principles of the Employee Stock Ownership Plan - The plan adheres to the principle of legal compliance, ensuring that all procedures are followed according to relevant laws and regulations [3][4]. - Participation in the plan is voluntary, with no forced allocation to employees [3][4]. - Participants bear their own risks, with equal rights to other investors [3][4]. Group 2: Implementation Procedures - The plan requires approval from the shareholders' meeting, with a majority vote needed for implementation [4][5]. - Monthly announcements will be made regarding the progress of the plan, including details on stock transfers [4][5]. Group 3: Participants and Funding Sources - Eligible participants include senior management and employees of the company and its subsidiaries [5][6]. - Funding for the plan comes from employees' legal salaries, self-raised funds, and other legally permitted sources [5][6]. Group 4: Duration and Lock-up Period - The plan's duration starts from the date of the last stock transfer and can be extended under certain conditions [6][7]. - The lock-up period is structured based on performance ratings from 2023 to 2026, with specific unlock schedules tied to performance evaluations [6][7][8]. Group 5: Management and Governance - The plan will be managed internally, with a management committee elected by the participants [9][10]. - The management committee is responsible for daily operations, including stock sales and distribution of benefits [9][10]. Group 6: Rights and Obligations of Participants - Participants have rights to the plan's assets proportional to their holdings and must comply with relevant regulations [16][17]. - Participants are obligated to pay subscription funds and bear investment risks [16][17]. Group 7: Changes and Termination of the Plan - Any changes to the plan require a two-thirds majority approval from the participants and must be submitted for board and shareholder approval [17][18]. - The plan can be terminated early under specific conditions, including company decisions or participant disqualifications [17][18].
春秋航空: 春秋航空2023年员工持股计划管理办法(修订稿)
Zheng Quan Zhi Xing· 2025-08-29 17:02
春秋航空股份有限公司 第一章 总则 第一条 为规范春秋航空股份有限公司(以下简称"春秋航空"或"公司") 员工持股计划(以下简称"员工持股计划")的实施,根据《中华人民共和国公 司法》 (以下简称" 《公司法》")、 《中华人民共和国证券法》 (以下简称" 《证券法》")、 《关于上市公司实施员工持股计划试点的指导意见》(以下简称"《指导意见》") 等相关法律、行政法规、规章、规范性文件和《公司章程》之规定,特制定本管 理办法。 第二章 员工持股计划的制定 第二条 员工持股计划所遵循的基本原则 (一)依法合规原则 公司实施员工持股计划,严格按照法律、行政法规的规定履行程序,真实、 准确、完整、及时地实施信息披露。任何人不得利用员工持股计划进行内幕交易、 操纵证券市场等证券欺诈行为。 (二)自愿参与原则 公司实施员工持股计划遵循公司自主决定,员工自愿参加,公司不以摊派、 强行分配等方式强制员工参加员工持股计划。 (三)风险自担原则 员工持股计划参与人盈亏自负,风险自担,与其他投资者权益平等。 第三条 员工持股计划履行的程序 见。 是否有利于公司的持续发展,是否存在损害公司及全体股东的利益,是否存在摊 派、强行分 ...
顺丰控股: 上海荣正企业咨询服务(集团)股份有限公司关于顺丰控股股份有限公司“共同成长”持股计划(A股)(草案)之独立财务顾问报告
Zheng Quan Zhi Xing· 2025-08-29 17:01
Core Viewpoint - The report outlines the "Common Growth" employee stock ownership plan proposed by SF Holding Co., Ltd, aiming to enhance the company's strategic execution, market competitiveness, and long-term healthy development through employee participation in stock ownership [7][30]. Summary by Sections Definition and Scope - The plan involves granting virtual stock units to employees, with each unit corresponding to one share of the company's A-shares [2][3]. - Participants include key personnel such as directors (excluding independent directors), supervisors, senior management, and core staff [7]. Plan Structure - The total number of shares involved in the plan is capped at 200 million A-shares, representing approximately 4% of the company's total share capital [8][31]. - The stock will be transferred from the controlling shareholder, Mind Control Holdings, to the plan's account in one or multiple transactions [8][31]. Vesting and Lock-up Periods - The plan has a maximum duration of 15 years, with a vesting period structured over nine years [12][31]. - Each year, a lock-up period of 12 months will follow the vesting, during which participants can receive cash dividends but cannot sell their shares [12][13]. Performance Assessment - The plan includes performance targets at both the company and individual levels, with the final number of shares allocated to participants based on these assessments [12][31]. - The company’s net profit growth rate will be a key metric for determining share allocation [12]. Management and Governance - The plan will be managed by a management committee elected by the participants, which will oversee daily operations and represent the interests of the participants [20][26]. - The management committee is responsible for convening meetings, managing share allocations, and ensuring compliance with relevant regulations [20][26]. Compliance and Legal Framework - The plan adheres to existing laws and regulations, ensuring voluntary participation and risk-bearing by employees [30][31]. - The report confirms that the plan does not involve any forced participation or financial assistance from the company to employees [30].
顺丰控股: 上海澄明则正律师事务所关于顺丰控股股份有限公司“共同成长”持股计划(A股)(草案)的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 17:01
上海澄明则正律师事务所 关于顺丰控股股份有限公司 "共同成长"持股计划(A 股)(草案) 的法律意见书 致:顺丰控股股份有限公司 上海澄明则正律师事务所(以下简称"澄明"或"本所")接受顺丰控股股 份有限公司(以下简称"公司"或"顺丰控股")的委托,担任公司"共同成长" 持股计划(A 股)(以下简称"本次员工持股计划")的特聘专项法律顾问。鉴 于顺丰控股于 2025 年 8 月 28 日召开第六届董事会第二十三次会议审议通过了 《公司"共同成长"持股计划(A 股)(草案)及其摘要》《公司"共同成长" 持股计划(A 股)管理办法》等与本次员工持股计划相关的议案,本所律师根据 《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和国证 券法》(以下简称"《证券法》")、中国证券监督管理委员会(以下简称"中 国证监会")颁布的《关于上市公司实施员工持股计划试点的指导意见》(以下 简称"《指导意见》")、深圳证券交易所(以下简称"深交所")颁布的《深 圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》(以下 简称"《自律监管指引 1 号》")等有关法律、法规和规范性文件的规定以及《顺 丰 ...
中创智领: 中创智领(郑州)工业技术集团股份有限公司章程(2025年第三次修订,尚需提交股东会审议批准)
Zheng Quan Zhi Xing· 2025-08-29 16:52
General Provisions - The Articles of Association are formulated to safeguard the legitimate rights and interests of the Company, its shareholders, employees, and creditors, and to regulate the organization and activities of the Company [1][2] - The Company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations [2] - The registered capital of the Company is RMB 1,785,399,930 [5] Business Objectives and Scope - The business objectives include improving scale effects through high-tech, enhancing labor productivity, ensuring the value preservation of state-owned assets, and maximizing shareholder benefits [7][8] - The scope of business includes manufacturing and sales of mining machinery, environmental protection equipment, mechanical and electrical equipment, software development, and various consulting services [9][10] Shares - The Company has ordinary shares and may issue other types of shares upon approval [11][12] - The Company issued 140,000,000 ordinary shares to the public in 2010, and the total number of shares increased to 700,000,000 after this issuance [24][25] - The share capital structure has undergone several changes, with the total number of ordinary shares reaching 1,785,399,930 as of September 2024 [32][33] Share Issuance and Management - The Company can issue shares to both domestic and foreign investors, with domestic shares referred to as A shares and overseas shares as H shares [15][18] - The issuance of shares must adhere to fair and just principles, ensuring equal rights among shareholders of the same class [19] - The Company is prohibited from providing financial assistance for others to acquire its shares, except for employee shareholding plans [27]
宁水集团: 北京市竞天公诚律师事务所上海分所关于宁波水表(集团)股份有限公司调整2024年员工持股计划相关事项的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 16:52
Core Viewpoint - The legal opinion letter addresses the adjustments to the 2024 employee stock ownership plan of Ningbo Water Meter (Group) Co., Ltd., confirming that the adjustments comply with relevant laws and regulations [1][11]. Group 1: Legal Framework and Compliance - The legal opinion is based on various laws including the Company Law, Securities Law, and specific guidelines for employee stock ownership plans [2][4]. - The law firm conducted thorough verification of documents provided by the company, ensuring their authenticity and completeness [3][4]. - The adjustments to the employee stock ownership plan have received necessary approvals and are in line with legal requirements [7][12]. Group 2: Adjustments to the Employee Stock Ownership Plan - The company plans to adjust the performance assessment criteria for the employee stock ownership plan, specifically regarding the handling of equity in cases where performance targets are not met [7][11]. - The performance targets for unlocking stock rights are set at a minimum revenue growth rate of 8% for 2024 and 13% for 2025, based on the average revenue of 2022 and 2023 [8][10]. - The adjustments also include changes in the management structure of the employee stock ownership plan, such as the cancellation of the supervisory board's role and the delegation of responsibilities to the remuneration and assessment committee [10][11].
百傲化学: 大连百傲化学股份有限公司2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-29 16:52
□适用 √不适用 | 25.83 | 理咨询合伙企业(有限合 | | 国有法 | | 182,411,659 | | 0 | 质押 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 116,251,221 | | | | | | | | | | | | 伙) | 人 | | | | | | | | | | | | 境内非 | | | | | | | | | | 2.52 | 大连三鑫投资有限公司 | | 国有法 | | 17,795,176 | | 0 | 冻结 | | 15,941,976 | | | | 人 | | | | | | | | | | | | 境内自 | | | | | | | | | | 0.99 | 章瑗 | | | 6,973,692 | 0 | 无 | | | 0 | | | | | 然人 | | | | | | | | | | | | 境内非 | | | | | | | | | | | 大连百傲化学股份有限公 | | | | | | | | | | | 0.72 | | 国有法 ...
壹石通: 壹石通第四届监事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:52
Meeting Overview - The fourth supervisory board meeting of Anhui Yishitong Material Technology Co., Ltd. was held on August 27, 2025, with all three supervisors present [1][2]. Financial Report - The supervisory board approved the 2025 semi-annual report, confirming that it accurately reflects the company's financial status and operational results [1][2]. - The report was deemed compliant with relevant laws and internal regulations, with no confidentiality breaches noted during its preparation [1][2]. Cancellation of Supervisory Board - The supervisory board agreed to cancel its own setup, transferring its powers to the audit committee of the board of directors, pending approval from the shareholders' meeting [2][3]. - The decision aligns with the latest regulations and the company's actual situation [2][3]. Fund Management - The supervisory board approved a special report on the management and actual use of raised funds for the first half of 2025, confirming compliance with regulatory requirements [3][4]. - The company has ensured proper storage and management of raised funds, with no violations reported [3][4]. Cash Management - The board approved the use of temporarily idle raised funds for cash management, aiming to enhance fund efficiency while ensuring the safety of the raised funds [4][5]. - This decision complies with relevant regulations and does not harm the interests of minority shareholders [4][5]. Impairment Provision - The supervisory board approved a provision for impairment losses totaling 2.1544 million yuan for the second quarter of 2025, in accordance with accounting standards [5][6]. - This provision is expected to accurately reflect the company's financial status and operational results for the specified period [5][6]. Employee Stock Ownership Plan - The supervisory board reviewed the draft of the first employee stock ownership plan, which aims to enhance corporate governance and employee engagement [6][7]. - All supervisors recused themselves from voting due to their potential participation in the plan, and the proposal will be submitted to the shareholders' meeting for approval [6][7][8]. Management Guidelines for Employee Stock Plan - The supervisory board also reviewed the management guidelines for the employee stock ownership plan, ensuring compliance with relevant laws and regulations [7][8]. - Similar to the previous proposal, all supervisors recused themselves from voting, and this will also be submitted to the shareholders' meeting [7][8].
壹石通: 壹石通董事会薪酬与考核委员会关于公司第一期员工持股计划相关事项的核查意见
Zheng Quan Zhi Xing· 2025-08-29 16:51
Core Viewpoint - The board's remuneration and assessment committee of Anhui Yishitong Material Technology Co., Ltd. has conducted a review of the company's first employee stock ownership plan, confirming its compliance with relevant laws and regulations, and endorsing its implementation to enhance employee engagement and company competitiveness [1][2]. Group 1 - The review was conducted in accordance with the Company Law, Securities Law, and other relevant regulations, confirming that there are no circumstances that prohibit the implementation of the employee stock ownership plan [1][2]. - The decision-making process for the employee stock ownership plan was found to be legal and effective, ensuring that it does not harm the interests of the company and all shareholders [2]. - The eligibility of participants in the employee stock ownership plan was verified, confirming that it aligns with the stipulated criteria and that participation is voluntary [2]. Group 2 - The implementation of the employee stock ownership plan was supported by a democratic process through employee representative meetings, which aimed to gather employee opinions [2]. - The plan is expected to improve employee cohesion and company competitiveness, motivating employees and aligning the long-term interests of the company, shareholders, management, and employees [2].