Jiahua Energy (600273): Change Of ESOP In 2020

Stock Code: 600273 stock abbreviation: Jiahua energy No.: 2022-006 Zhejiang Jiahua energy and Chemical Co., Ltd. announcement on the change of employee stock ownership plan in 2020. The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and that the authenticity, misleading statements and major omissions of the contents of the announcement are not found Accuracy and completeness shall be jointly and severally liable.

I. Basic information of ESOP: the second meeting of the ninth board of directors and the second meeting of the ninth board of supervisors held by Zhejiang Jiahua energy and Chemical Co., Ltd. (hereinafter referred to as "the company") on October 27, 2020, The fourth extraordinary general meeting of shareholders in 2020 held on November 12, 2020 deliberated and passed the proposal on Zhejiang Jiahua energy and Chemical Co., Ltd. 2020 and the proposal on Zhejiang Jiahua energy and Chemical Co., Ltd. 2020, and agreed to implement the 2020 employee stock ownership plan (hereinafter referred to as "ESOP"). ?

The fifth meeting of the ninth board of directors and the fifth meeting of the ninth board of supervisors of the company were held on March 11, 2021, The second extraordinary general meeting of shareholders in 2021 held on March 29, 2021 deliberated and passed the proposal on Zhejiang Jiahua energy and Chemical Co., Ltd. 2020 and the proposal on Zhejiang Jiahua energy and Chemical Co., Ltd. 2020, and agreed to adjust the company's employee stock ownership plan and cancel the reserved shares, Increase some middle-level managers and new core core employees.

On April 23, 2021, the company's shares held in the special repurchase securities account were transferred to the special account of "Zhejiang Jiahua energy and Chemical Co., Ltd. - 2020 Employee Stock Ownership Plan", with the transfer price of 4.89 yuan / share and a total of 10000000 shares transferred. As of the date of this announcement, the special account of "Zhejiang Jiahua energy and Chemical Co., Ltd. - 2020 Employee Stock Ownership Plan" holds 10000000 shares of the company, accounting for 0.70% of the company's existing total share capital, and the number of shares has not changed.

2. Changes in ESOP according to the draft of the ESOP in 2020, the change after the establishment of ESOP shall be approved by more than 2 / 3 of the shares held by the holders attending the shareholders' meeting and submitted to the board of directors for deliberation and approval before implementation. As of the date of the company's announcement, some of Mr. Niu Shan's employees have left the company's management contract due to the fact that Mr. Niu Shan and other key employees of the company have left the company.

According to the relevant provisions of the company's management measures for employee stock ownership plan in 2020 (Revised Version), the company transfers the shares of the employee stock ownership plan not belonging to this part of the resigned employees to the participants who meet the employee stock ownership plan determined by the company's 2020 ESOP Management Committee, Among them, Mr. Niu Yingshan, the director, transferred his 400000 shares (4% of the ESOP) of the company to Mr. Shao Shengfu, the current director and deputy general manager. After the transfer, Mr. Niu Yingshan no longer holds the shares of the ESOP of the company, and the relevant documents of the ESOP shall be revised accordingly. The list and distribution of ESOP holders before the change are shown in the following table: the number of shares held by the holder (10000 shares) ratio (%) director Wang Jianping, general manager 70.007.00, director Wang Hongliang 50.005.00, Director Niu Yingshan Deputy general manager 40.00 4.00 Shen Gaoqing deputy general manager 40.00 4.00 Wang Minjuan deputy general manager 40.00 4.00 Yang Jun financial director 40.00 4.00 middle management and other core core staff 720.00 72.00 total 1000.00 100.00 the list of holders and distribution of ESOP holders after the change is shown in the table below: the number of shares held by the holder (10000 shares) proportion (%) director Wang Jianping General manager 70.00 7.00 Wang Hongliang director and deputy general manager 50.00 5.00 Shao Shengfu director and deputy general manager 40.00 4.00 Shen Gaoqing deputy general manager 40.00 4.00 Wang Minjuan deputy general manager 40.00 4.00 Yang Jun financial principal 40.00 4.00 middle management and other core backbone employees 720.00 72.00, total 1000.00 100.00, The company has revised the "2020 employee stock ownership plan (Draft) (Revised Draft)" and its abstract, and the management measures for 2020 employee stock ownership plan of Zhejiang Jiahua energy and Chemical Co., Ltd. (Revised Draft). The relevant motions have been held by the company at the third shareholders' meeting of 2020 ESOP held on February 22, 2022 The 9th meeting of the 15th board of directors and the 10th meeting of the board of supervisors were adopted. ?

According to the authorization of the fourth extraordinary general meeting of shareholders in 2020 to the board of directors of the company to handle matters related to the employee stock ownership plan, the change of the employee stock ownership plan in the current period can be implemented after being deliberated and approved by the board of directors of the company, and there is no need to submit it to the general meeting of shareholders for deliberation.

3. Opinions of independent directors 1. This change is in line with the actual situation of ESOP, which has been deliberated and approved by the third holders' meeting of ESOP in 2020, and the relevant decision-making procedures are legal and effective. 2. The content of the ESOP after the change conforms to the provisions of relevant laws, regulations and normative documents, such as the company law, the securities law, the guidance on the pilot implementation of ESOP by listed companies, etc., and there is no situation that damages the interests of the company and all shareholders, and there is no apportionment Forced distribution and other means to force employees to participate in the ESOP. 3. When the board of directors of the company deliberated on the related proposals of ESOP, the related directors avoided voting, and the deliberation procedure was legal and compliant.

4. Review opinions of the board of supervisors. The board of supervisors holds that: 1. This change is in line with the actual situation of ESOP, which has been deliberated and approved by the third holders' meeting of ESOP in 2020, and the relevant decision-making procedures are legal and effective. 2. The content of the ESOP after the change conforms to the provisions of relevant laws, regulations and normative documents, such as the company law, the securities law, the guidance on the pilot implementation of ESOP by listed companies, etc., and there is no situation that damages the interests of the company and all shareholders, and there is no apportionment Forced distribution and other means to force employees to participate in the ESOP. 3. The board of supervisors has verified the list of employees who are qualified to participate in the plan. All the holders of the plan proposed by the company meet the requirements of relevant laws, regulations and normative documents, and meet the criteria for determining the participants specified in the plan. As the subject qualification of the company's plan holders, it is legal and effective. 4. When the board of directors of the company deliberated on the related proposals of ESOP, the related directors avoided voting, and the deliberation procedure was legal and compliant.

V. conclusion of the legal opinion. As of the date of issuance of this legal opinion, the necessary authorization and approval have been obtained for the change of ESOP of the company, the necessary legal procedures have been performed, and the relevant provisions of the guiding opinions on the pilot implementation of ESOP by listed companies have been met; The changes of ESOP of the company comply with the provisions of relevant laws, regulations and normative documents, such as the guiding opinions on the implementation of ESOP pilot projects by listed companies; The company has fulfilled the necessary information disclosure obligations on the changes of ESOP in accordance with the guidance on the pilot implementation of ESOP by listed companies of Shanghai Stock Exchange No. 1 - standardized operation. It is hereby announced. Board of directors of Zhejiang Jiahua Energy Chemical Co., Ltd