CIMC Vehicle (Group) Co., Ltd. Equity Trust Plan (Draft)

Transcription

1 CIMC Vehicle (Group) Co., Ltd. Equity Trust Plan (Draft) Contents 1. Definition 2. Purpose of trust plan 3. Drawing and examination of trust plan 4. Executive procedure of trust plan 5. Source of trust fund 6. Trustee of trust plan 7. Beneficiary of trust plan 8. Beneficiary s General Meeting and Council of Beneficiary s General Meeting 9. Establishment of trust beneficial right 10. Beneficiary obtaining trust beneficial right 11. Right and obligation of trust beneficiary 12. Equity distribution of trust beneficial right 13. Special account of trust fund 14. Disposal of trust beneficial right as changes in beneficiary 15. Changes of trust plan 16. Expiration of trust plan 17. Shoulder of management expense 18. Others Appendix: China International Marine Containers (Group) Co., Ltd. Temporary Rule for Beneficial Pertinency of CIMC and CIMC Vehicle 1

2 1. Definition The Plan (Trust plan): equity trust plan of CIMC Vehicle (Group) Co., Ltd. CIMC or the Company: China International Marine Containers (Group) Co., Ltd. CIMC Vehicle: CIMC Vehicle (Group) Co., Ltd. incorporated in People s Republic of China or Corporation need to undertake rights and obligations of CIMC Vehicle (Group) Co., Ltd. via the reorganization. As of Sep. 25, 2006, all vehicle business in CIMC Group was held by CIMC Vehicle (Group) Co., Ltd. except CIMC USA Inc and Burg Industries B.V.. CIMC Vehicle (Group) Co., Ltd. provided the operating platform for vehicle business of CIMC in the future. The equity structure of CIMC Vehicle (Group) Co., Ltd. was as follows: CIMC 100% 70% CIMC (HK) CIMC Vehicle Group 100% Overseas Vehicle Business CIMC Vehicle Investment Holdings Co., Ltd. Domestic Subsidiary Company Domestic Subsidiary Company Domestic Subsidiary Company Notes:Overseas vehicle business included CIMC USA Inc. and Burg Industries B.V. Subordinated enterprise: Subsidiary company in which CIMC owned actual controlling right. Trust company: trustee of the trust project confirmed in the plan Shenzhen 2

3 International Trust Investment Co., Ltd. Core employees: administrative staff and operational backbones of CIMC Vehicles that Nomination and Examination Committee in Board of Directors of CIMC agreed to acquire trust beneficial right; administrative staff and operational backbones of CIMC and its subordinated enterprises that Nomination and Examination Committee in Board of Directors of CIMC cognized distributive to operational development of CIMC Vehicles. The foresaid staff shall not staff who signed labor contract with CIMC or its subordinated enterprise. Trust fund: fund raised by core employees that Nomination and Examination Committee in Board of Directors of CIMC cognized to participate the plan. Beneficiary: Core employees that Nomination and Examination Committee in Board of Directors of CIMC cognized to be qualified to participate the plan. Council: Council of Beneficiary s General Meeting in the plan Compensation committee: Nomination and Evaluation Committee in Board of Directors of CIMC. Net assets: net assets in CIMC Vehicle audited by qualified CPAs in latest period. Trust earnings: earnings acquired by trust company through holding and managing equity of CIMC Vehicle. Net value of beneficial right: summation of trust equity and trust fund special account corresponding to net assets of CIMC Vehicle. (Currency unit) Yuan: RMB Yuan 2. Purpose of trust plan 2.01 Purpose of the plan: (I). Strengthen achievement-oriented enterprise culture and establish benefit sharing and restricting mechanism between enterprise and core employees. (II). Encourage creating continuous value and ensure long-term steady development of the enterprise (III). Attract and hold core employees (IV). Encourage and award operation creation and innovation spirit; enhance competitive power of CIMC Vehicle. 3

4 3. Draft and examination of trust plan 3.01 Draft of trust plan: compensation committee is in charge of drafting of trust plan; the work group under the compensation committee is in charge of detailed work of operation in the plan Examination of trust plan: the plan shall become effective after voted and approved by the Board of Directors, opinions expressed by independent directors, legal opinions presented lawyers and voted and approved by Shareholders General Meeting Compensation committee and trust company shall be responsible for implementation of the plan and the decision made by compensation committee shall be restrictive for all core employees who participate in the plan. 4. Executive procedure of trust plan 4.01 Core employees who participate in the plan entrust trust fund to trust company; trust company manage and deal with trust fund according to indication of consigner for the benefit of trust beneficiary Trust company increase capital and expand shares in CIMC Vehicle and trust company would hold 20% equity of CIMC Vehicle when accomplished Trust company grant core employees the trust beneficial right in accordance with regulations of Article 10 of the plan Trust company distribute trust earnings to trust beneficiary according to share of holding trust beneficial right after deducting trust administrative expenses and other necessary expenses. 5. Source of trust fund 5.01 The trust fund in the plan was run by core employees who participate in the plan. CIMC Group shall not provide loans or financial aids in any other form to core employees who acquire relevant equity in trust plan, including provide guarantee for loans. 6. Trustee of trust plan 6.01 Trustee of the plan is a professional trust company Shenzhen International Trust Investment Co., Ltd. 7. Beneficiary of trust plan 7.01 Beneficiary of the plan is employees who participate in the plan. The qualification and specific terms of core employees who participate in trust plan are cognized by compensation committee. 4

5 7. 02 The number of beneficiaries in this plan shall not exceed Beneficiary s General Meeting and Council of Beneficiary s General Meeting 8.01 The plan set up Beneficiary s General Meeting which is composed by all beneficiaries Beneficiary s General Meeting approved Articles of Association of the general meeting and elected 3 beneficiary representatives to make up of Council of Beneficiary s General Meeting The Council and compensation committee execute the following authority in the plan: (I) Alternation of trust plan (II) Termination of trust plan (III) Change of trustee (IV) Other authority promised in trust contract 8.04 Remuneration Committee is responsible for managing trust beneficial right held by CIMC senior management; executive committee is responsible for managing trust beneficial right held by other beneficiaries except CIMC senior management. 9. Establishment of trust beneficial right 9.01 Trust company obtained 20.00% equity of CIMC Vehicle by RMB million. At the same time, trust company set up million trust beneficial rights with 1 RMB initial value per share The limit of trust beneficiary right held by beneficiaries of single trust plan shall not exceed 1% of total trust beneficiary rights. 10. Beneficiary obtaining trust beneficial right Beneficiary shall conform to the following principles to obtain trust beneficial right: (I) Principle of beneficiary offering fund willing and benefiting from it (II) Principle of beneficiary sharing and shouldering risk of the Company s benefits Remuneration Committee shall evaluate beneficiary in accordance with title, competence and achievements, etc. of beneficiary. According to evaluation results and outstanding achievements of the Company, remuneration committee to affirm beneficial right quotient by regulated distribution methods. Concrete evaluation method and distribution method shall be compiled and reported to remuneration committee for authorization Stipulation of taking part in this plan sent by beneficiary shall adopt affidavit and implement by remuneration committee work team. According to this stipulation, beneficiary shall make promise to obtain trust beneficial right according to terms of 5

6 this plan. Period of validity of this stipulation is 15 work days from the arrived date, the personnel who is failed to show agreement in expire is abstainer Within 30 days from industry & commerce changing register date of finishing increase fund and spread share in CIMC Vehicle, trust company shall issue trust beneficial right certificate to beneficiary in accordance with quotient affirmed by remuneration committee, in which beneficial right quotient of beneficiary shall be marked clearly Except situation regulated in No. 14, trust beneficial right would belong to beneficiary only and it can not be transferred. At the same time, any beneficiary could not transfer, pledge, mortgage, ancillary liability burden in anyway, or add any right in its beneficial right quotient, which would benefit the third party. If beneficiary violated the aforesaid obligations, trust company has right to counter purchase beneficial right quotient of this beneficiary in accordance with original subscribed amount Beneficiaries required to quit from the plan shall get agreement of executive committee or remuneration committee. The beneficial right shall be adjusted correspondingly in accordance with net beneficial right corresponding net assets of CIMC Vehicle as quitting. And corresponding trust fund shall be paid back by quitting personnel 11. Right and obligation of trust beneficiary Right of trust beneficiary (I) Beneficiary has right to receive trust beneficial right authorized by trust company in accordance with this plan. (II) Beneficiary has right to obtain trust profit in accordance with this plan. (III) Other relevant right regulated by laws and rules Obligation of beneficiary (I) Beneficiary shall scrupulously abide by professional ethics, work hard in accordance with requirements of posts, and make contribution to company s development the beneficiary served in. (II) Beneficiary shall pay in the income tax and other taxes of profit obtained from this plan in accordance with laws and regulations of state tax. (III) Beneficiary shall obey to the laws and rules of the company beneficiary service in. (IV) Other relevant obligation regulated by laws and rules. 12. Right distribution of trust beneficial right After obtained bonus from share holding proportion of CIMC Vehicle, trust company withdrew trust fund management expense in accordance with trust contract, and distribute in accordance with beneficial right quotient of beneficiary. 6

7 12.02 Events of income tax shall be disposed according to relevant regulations after beneficiary obtained trust profit Relevant risks shall be shouldered by beneficiary provided trust company implementing legal and promissory management obligation. 13. Special account of trust fund Special account of trust fund is a fund management account set up for beneficiary set by trust company Special account of trust fund is an independent account, which is set up and managed by trust company. All current capitals trust planed shall through this account. This account is independent from owners account of trust company and accounts of other trust items Purpose of special account capital of trust capital: (1) increase fund in CIMC vehicle with the name of trust company as increase fund and spread shares of CIMC vehicle, so as to remain unchanged in equity proportion; (2) use for payment fund of beneficiary quitting from this trust plan Trust company shall publish income and expenses of trust fund special account to all beneficiaries per year, as well as financial management application. 14. Disposal of trust beneficial right as changes in beneficiary As changing in work of beneficiary, beneficiary right held by beneficiary shall be disposed by executive committee and compensation committee in accordance with concrete problems If beneficiary has following situations of divorcing from CIMC and subsidiary enterprise: (I) Badly violate rules of CIMC and subsidiary enterprise and resign from the post; (II) Breach of duty and jobbery, which bring great losses to CIMC and subsidiary enterprise; (III) According to laws, regulations and other normative documents, the person who loses qualification or is forbidden to hold relevant posts, or is forbidden to perform its duty. (IV) The person who resigned from the post before expire of labor contract, and beneficiary refused to sign labor contract as expire of labor contract term. (V) Beneficiary was dead If term of this plan occurred in beneficiary in CIMC and subsidiary enterprise, and the beneficial right of beneficiary should dispose in according with the following principles: 7

8 (I) Beneficiary with No (I) to (IV) of this plan, executive committee and remuneration committee have right to counter purchase all beneficial right by force according to the following qualifications: in the very day of making decision for counter purchase, the beneficial right shall be counter purchase according to original amount, if net beneficial right is higher than original amount; the beneficial right shall be counter purchase in accordance with current net value, if net beneficial right is lower than original amount. (II) Inheritor of beneficiary with situation of No (V) of this plan could inherit beneficial right against laws Changes of trust beneficial right Senior management of CIMC, as beneficiary, affirmation and adjustment of its trust beneficial right and relevant quotient shall be affirmed by remuneration committee dictating trust company; non senior management of CIMC, as beneficiary, affirmation and adjustment of its trust beneficial right and relevant quotient shall be affirmed by executive committee dictating trust company. 15. Changes of trust plan When executive committee and remuneration committee think it is necessary, this plan can be changed in accordance with new implemented laws, regulations, rules and requirement regulated by bourse. 16 Expiration of trust plan This plan can be expired by the following reasons: (I) Following regulations of laws and rules; (II) Expired follow the requirements of supervisory organ; (III) Executive committee and remuneration committee think it is necessary If this plan expired, trust company shall dispose the equity of CIMC vehicle held by it according to book dictates submitted by executive committee and remuneration committee. 17. Shoulder of management expense Trust management expense arising from implementing this plan shall be paid by trust fund. 18. Others Any beneficiary is not entitled the right not being dismissed in CIMC and its subordinated enterprises for participating in the plan. The rights and obligations at work for any beneficiary are not influenced by whether participate or qualified to participate the plan Any item of the plan shall not obstruct implementation of other encouraging and awarding plan for CIMC and its subordinated enterprise for their employees. 8

9 18.03 The Board of Directors in CIMC shall be responsible for explaining the plan. 9

10 Appendix: China International Marine Containers (Group) Co., Ltd. Temporary Rule for Beneficial Pertinency of CIMC and CIMC Vehicle Chapter I. General Provisions Article I. Owing to CIMC Vehicle (Group) Co., Ltd. compiled CIMC Vehicle equity trust plan, part of managements of CIMC would take part in CIMC Vehicle equity trust plan. In order to protect legal right of shareholders in CIMC, and dispose the beneficial relationship between CIMC and CIMC Vehicle, the Company compiled this temporary rule. Article II. This rule makes application to related transaction between CIMC (Group) Co., Ltd. (hereinafter referred to as CIMC ) and CIMC Vehicle (Group) Co., Ltd. (hereinafter referred to as CIMC Vehicle ). The major transaction types are as follows: 1. Transaction on transferring property right Transaction content involved transferring property right between CIMC & CIMC Vehicle mainly: 1) Sales of laminating board and other products; 2) Land use expense of office building; and 3) equity transfer between CIMC and CIMC Vehicle. 2. Transaction on providing labor service President office, HR department, purchasing management department, technology department and information management department provide functions of relevant administration, HR management, purchasing service, technology management and information management. 3. Transaction on Knowledge property Transaction on knowledge property between CIMC and CIMC Vehicle mainly involved: 1) patent and use right of patent; 2) brand use right. 4. Financing service CIMC provides financing guarantee service for CIMC service. Chapter II. Disposal of related benefit between CIMC and CIMC Vehicles Article III. Guangdong Xinhui CIMC Laminating Material Manufacturing Co., Ltd., the subsidiary company of CIMC Vehicle sold products to subsidiary company of CIMC (including CIMC USA INC., CIMC-Special Transportation Equipment Co., Ltd., and Nantong CIMC-Special Transportation Equipment Manufacture Co., Ltd.). 10

11 And it shall be priced by fair price of market. At the end of year, the Company shall make a special report to the Board of Directors about sales, pricing and pricing of similar products in the market and submit to the Board of Directors to examine. Article IV. Use of CIMC R&D office building by CIMC headquarters and CIMC Vehicle headquarters shall be disposed by expense amortization. On Jan. 1, 2007, CIMC amortized property management expense, water & power expense, deprecation expense with proportion of %; CIMC Vehicle amortized property management expense, water & power expense, deprecation expense with proportion of %. Besides the aforesaid arrangement, CIMC was failed to paid rent of office spot to CIMC. Article V. Equity transfer between CIMC and CIMC Vehicle shall submit to the Board of Directors of CIMC and CIMC Vehicle to examine. CIMC Articles have concrete regulations on avoiding of beneficial relevant person as examining related transaction, and CIMC Vehicle Articles also shall refer the CIMC Articles. CIMC Articles made a concretely regulated examining of related transaction. Article VI. President office, HR department, purchasing management department, technology management department and information management of CIMC (short form: five departments ) provide administration, HR management, purchasing service, technology management and information management and other services. Those shall be paid by expense amortization. Service provided to CIMC Vehicle by purchasing management department of CIMC includes coordinating the relationship with supplier of main materials. And the concrete purchasing shall be transacted directly between CIMC Vehicle and supplier. Amortization methods are as follows: Expenses of five departments = {(total payout of CIMC headquarters property management expense, water & power expense and deprecation expense) total employees of CIMC headquarters} employees of five departments Amortization expense of CIMC Vehicle = expenses of five departments (sales income of CIMC Vehicle total sales income of CIMC) Article VII. Use patent and technology use right of CIMC Vehicle are managed by CIMC. Patent application of patent of CIMC Vehicle shall be provided by CIMC, CIMC shall be patentee, but application expense of patent, year expense and other necessary expenses shall be shoulder by CIMC Vehicle. This patent can be used by CIMC Vehicle providing authorization of CIMC and CIMC would charge no expense from CIMC Vehicle. CIMC can not transfer or permit any the third part to use this patent. Article VIII. Owing to a certain help in broadening domestic business from the brands 11

12 of CIMC, 中 集, CIMC 中 集 of CIMC, business broadening of CIMC Vehicle also improved famous degree of brands of CIMC, 中 集, CIMC 中 集 and etc.. Therefore, CIMC authorized CIMC Vehicle to use the brands of CIMC, 中 集, CIMC 中 集 and etc. freely. Article IX. CIMC provides guarantee service to CIMC Vehicle. This service shall charge guarantee expense of 0.5% of bank loan. Article X. Before the overseas vehicle companies (CIMC USA Inc., Burg Industries B. V.), which held by CIMC were failed to be transferred to CIMC Vehicle, CIMC Vehicle shall not broaden its operation by use of source of overseas vehicle companies. CIMC shall not transfer benefit to CIMC Vehicle on operations of overseas vehicle companies. Chapter III Decision procedure and information disclosure of related transaction between CIMC and CIMC Vehicle Article XI. Transaction between CIMC and CIMC Vehicle shall be decided in accordance with Listing Rules of Shenzhen Stock Exchange. Article XII. CIMC and CIMC Vehicle shall sign frame contract on daily operational related transaction. Article XIII. Disclosure and decision of daily operational related transaction shall follow the following regulations: 1) frame contract between CIMC and CIMC Vehicle shall submit to Shareholders General Meeting to examine; 2) If there was a significant changes in major items in the process of frame contract, CIMC shall disclose actual implementation of frame contract in periodical report; If there was a significant changes in major items or the contract need to be signed continuously, CIMC shall continuously edit or sign daily related transaction contract and submit it to Shareholders General Meeting to examine; 3) Undefined concrete transaction price but referring to market price in frame contract, CIMC shall disclose actual transaction price, market price and definite method and reason for differences between two prices in periodical report. Article XIV. Non-recurring significant transaction events shall submit to the Board of Directors of CIMC and the Board of Directors of CIMC Vehicle to check, as well as submit to Shareholders General Meeting of CIMC to examine. At the same time, this transaction shall employ agent institute with relevant business qualification to evaluate and examine the transaction object. In the process of checking of the Board of Directors, directors with related benefit shall avoid to vote. The meeting of the Board of Directors can be held by non-related beneficial directors over the half of number and resolutions of meeting of the Board of Directors can be passed by agreement of the half of non-related beneficial directors. 12

13 Article XV. Related transaction between CIMC and CIMC Vehicle shall be reported to compensation and evaluation committee of the Board of Directors in accordance with Listing Rule of Shenzhen Stock Exchange. CPAs shall make monomial audition on related transaction within the year and submit auditing report to compensation and evaluation committee of the Board of Directors at end of each accounting year. Chapter IV Supplementary Provisions Article XVI. This rule shall be implemented after performing of equity trust plan of CIMC Vehicle (Group) Co., Ltd.. China International Marine Containers (Group) Co., Ltd. 13