Securities Code: 002221 Securities Abbreviation: Donghua Energy Donghua Energy Co., Ltd. First Phase Employee Stock Ownership Plan Management Measures (This Management Measures is subject to approval by the Company's Shareholders' Meeting)
Chapter 1 General Provisions
Article 1 To regulate the implementation of the Donghua Energy Co., Ltd. (hereinafter referred to as the "Company", "Listed Company" or "Donghua Energy") Employee Stock Ownership Plan (hereinafter referred to as the "Employee Stock Ownership Plan"), in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Guiding Opinions on Pilot Implementation of Employee Stock Ownership Plans for Listed Companies" and other relevant laws, administrative regulations, rules, normative documents, and the "Articles of Association of Donghua Energy Co., Ltd." and the "Donghua Energy Co., Ltd. First Phase Employee Stock Ownership Plan (Draft)", these "Donghua Energy Co., Ltd. First Phase Employee Stock Ownership Plan Management Measures" are hereby formulated.
Article 2 The Company shall implement the Employee Stock Ownership Plan in strict accordance with the procedures stipulated by laws and administrative regulations, and implement information disclosure truthfully, accurately, completely, and timely. No person shall use the Employee Stock Ownership Plan for insider trading, securities market manipulation, or other securities fraud activities.
Article 3 The Company shall implement the Employee Stock Ownership Plan based on the principle of voluntary participation by employees, decided by the Company independently. The Company shall not force employees to participate in the Employee Stock Ownership Plan through means such as allocation or mandatory assignment.
Article 4 The holders of the Employee Stock Ownership Plan shall bear their own profits and losses, and bear risks independently, and their rights shall be equal to those of other investors.
Article 5 The objectives of this Employee Stock Ownership Plan are as follows:
- Establish a sharing mechanism: Establish a benefit-sharing mechanism between employees and owners, achieve consistency in the interests of the Company, shareholders, and employees, and promote the long-term development of the Company with shared focus from all parties, thereby bringing higher and more sustainable returns to shareholders.
- Improve corporate governance structure: Based on the critical period of the Company's business development, further improve the corporate governance structure, establish a sound long-term and effective incentive and restraint mechanism, and ensure the Company's long-term and stable development.
- Improve the incentive system: Deepen the Company's incentive system, advocate for the common and continuous development of the Company and its employees, fully mobilize employees' enthusiasm and creativity, attract and retain outstanding management talents and business backbones, and enhance the cohesion of the Company's employees and the Company's competitiveness.
Chapter 2 Participants in the Employee Stock Ownership Plan
Article 6 The scope of participants in this Employee Stock Ownership Plan includes directors, senior management personnel, and full-time employees of the Company and its holding subsidiaries, as well as other personnel determined by the Board of Directors. Participants shall work for the Company or its holding subsidiaries, receive remuneration, and sign labor contracts. The following circumstances shall disqualify individuals from participating:
- Those who have been publicly criticized or declared unsuitable by regulatory authorities in the past three years;
- Those who have been subject to administrative penalties by regulatory authorities for major violations of laws and regulations in the past three years;
- Those who have violated national laws and regulations, or engaged in acts that violate public order and good morals, professional ethics, and integrity, causing serious damage to the Company's interests, reputation, and image in the past three years, such as leaking state or company secrets, embezzlement, theft, misappropriation, bribery, or dereliction of duty;
- Circumstances where the Board of Directors determines that individuals cannot participate in this plan;
- Other circumstances stipulated by relevant laws, regulations, or normative documents that prevent participation.