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Notice of the People's Government of Shaanxi Province on Printing and Distributing the Trial Measures of Employees' Stock Ownership Association of Shaanxi Province
Chapter I General Provisions Article 1 These Measures are formulated to speed up the pilot work of establishing a modern enterprise system, standardize the organization and behavior of the company's employee stock ownership meeting, safeguard the legitimate rights and interests of the employees holding shares, and promote economic development and social stability. Article 2 The term "company" as mentioned in these Measures refers to a limited liability company established by state-owned enterprises within the administrative region of this province in accordance with the Company Law (excluding Sino-foreign joint venture limited liability companies) and a joint stock limited company initiated and established. Article 3 The employee stock ownership meeting of the company as mentioned in these Measures (hereinafter referred to as the employee stock ownership meeting) refers to an organization established in accordance with these Measures, affiliated to the company's trade unions, engaged in the management of internal employee stock ownership, exercising shareholder rights on behalf of internal employee stock holders, and bearing civil liabilities in the name of the company's trade union association as a legal person. Article 4 Internal employee shares (hereinafter referred to as employee shares) refer to specific shares that are voluntarily funded by the employees of the company and managed by the employee stock ownership meeting in accordance with the provisions of these Measures. Article 5 Staff shares shall not be included in the scope of offering shares to the public. Article 6 The employee stock holders shall be liable to the employee stock ownership meeting to the extent of their capital contribution; The ESOP will be liable to the company to the extent of its total capital contribution. Article 7 As the investor, the ESOP Association shall exercise shareholders' rights on behalf of the employee stock holders according to the amount of capital invested in the company; Employee stock holders enjoy the rights and interests of investors according to the amount of funds invested through employee stock ownership meetings. Article 8 The funds raised by the ESOP will be limited to the purchase of employee shares of the company; It shall not be used to purchase stocks and bonds issued by the society, nor shall it invest in other legal persons and social organizations outside the company in any form. Chapter II Procedures for Establishing Employee Stock Ownership Meeting Article 9 A company shall meet the following conditions for establishing an employee stock ownership meeting:

(1) It must be a limited liability company established in accordance with the relevant provisions of the Company Law or a joint stock limited company initiated, or a state-owned enterprise registered with the administrative department for industry and commerce of the people's government at or above the county level;

(2) Holding the articles of association of the employee stock ownership meeting in line with the provisions of these Measures;

(three) the establishment of an organization that meets the requirements of these measures;

(four) to re-evaluate the assets of the original enterprise, and confirmed by the administrative department of state-owned assets of the people's government at the same level;

(five) there is a certificate that the company's trade union agrees to set up an employee stock ownership meeting;

(VI) When determining the legal representative, the newly established company shall specify the person in charge of the preparatory group of the trade union of the company, and establish a trade union according to the Trade Union Law to undertake the corresponding responsibilities of the employee stock ownership meeting. Article 10 The articles of association of the ESOP Association shall specify the following items:

(1) Purpose;

(2) the name of the shareholding association;

(3) The total amount of shares or capital contribution of the employee shares and the amount of each share;

(4) Rights and obligations of members;

(5) The procedures and rules of the ESOP meeting;

(six) the relevant provisions on the internal transfer and benefit of employee shares;

(7) Provisions on the method of formation, authority and term of office of the board of directors of the ESOP Association and its members;

(eight) the office of the employee stock ownership association and its responsibilities;

(9) The legal representative of the company's trade union association;

(10) Procedures for amending the Articles of Association;

(11) Measures for dissolution and liquidation of the ESOP Association;

(12) Other matters. Article 11 The establishment of an employee stock ownership meeting by a company shall be approved by the competent department of the enterprise, and shall be put on record by the economic and trade administrative department of the people's government at the same level and the trade union organization (if a joint stock limited company establishes an employee stock ownership meeting, it shall also be reported to the administrative department of system reform of the people's government at the same level). Article 12 A company shall submit the following documents when establishing an employee stock ownership meeting:

(1) An explanation of the issue plan, proportion, price and method of employee shares in the company's application for establishment or the company's application for capital increase and share expansion;

(two) the provisions of the articles of association of the company on the employee stock ownership meeting, the employee stock ownership list, the member's capital contribution certificate, and the management method;

(3) Articles of Association of the ESOP Association (draft), the ESOP roster and the model of capital contribution certificate. Chapter III Rights and Obligations of Members Article 13 The ESOP will adopt the membership system; All employees of the Company who subscribe for shares of the Company are members of the ESOP Association.

Members enjoy the following rights:

(1) Electing the directors of the ESOP Association;

(2) Attending the shareholders' meeting of the company through the chairman of the ESOP Association and exercising the right to vote;

(3) Dispose of its shares in accordance with relevant laws and policies and the articles of association of this Association;

(4) To consult the articles of association, minutes of shareholders' general meeting, minutes of meetings and financial and accounting reports, supervise the production and operation of the company, and put forward suggestions or questions;

(five) according to the shares held by the dividend;

(6) Obtaining the remaining property of the company according to law after the company is terminated.

Members must fulfill the following obligations:

(1) Abide by relevant laws and policies;

(2) Abide by the Articles of Association and the Articles of Association of the Company;

(3) No withdrawal of shares;

(4) Obey and implement the resolutions of the meeting of the members of the Company and the Employee Stock Ownership Association. Chapter iv organizational structure of employee stock ownership meeting article 14 employee stock ownership meeting is composed of employee stock holders. Article 15 The ESOP Association shall hold at least two member meetings every year to make resolutions on the formulation and revision of the articles of association of the ESOP Association, the management of the ESOP Association and the exercise of shareholders' rights by members.