Unisplendour Corporation Limited(000938) first phase No. 2 ESOP (Draft)
(subscription by non-public offering) (first revision in 2022)
March, 2002
hot tip
1. Unisplendour Corporation Limited(000938) (hereinafter referred to as ” Unisplendour Corporation Limited(000938) ” or “the company”) is H3C Technologies Co., Limited (hereinafter referred to as “H3C”) after consultation with the company and in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China The guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules and normative documents, as well as the provisions of the articles of association are preliminarily drafted, and will be approved by the general meeting of shareholders and other relevant examination and approval authorities of the company.
2. The participants of this ESOP are employees of Hong Kong Huasan, its subsidiaries, subsidiaries and branches (collectively referred to as “Huasan”). This employee stock ownership plan is formulated together with Unisplendour Corporation Limited(000938) acquisition of 51% shares of H3C (hereinafter referred to as the “transaction”) and is a necessary part of the transaction.
3. The source of funds for H3C employees to participate in the ESOP is the legal salary of H3C employees who choose to participate in the plan and self raised funds obtained by other means permitted by laws and administrative regulations.
4. The Unisplendour Corporation Limited(000938) stock of the employee stock ownership plan comes from the non-public offering of the company.
5. The amount of Unisplendour Corporation Limited(000938) shares subscribed for in this non-public offering of the employee stock ownership plan shall not exceed RMB 1275 million, the amount of Unisplendour Corporation Limited(000938) shares subscribed for shall not exceed 48095058 shares, and the total number of Unisplendour Corporation Limited(000938) shares corresponding to the shares of this employee stock ownership plan shall not exceed 4.56% of the total share capital of the company after this non-public offering; The number of Unisplendour Corporation Limited(000938) shares corresponding to the share of ESOP held by any ESOP holder shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the listing of the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
6. The original Soochow Securities Co.Ltd(601555) accepted the entrustment to establish Soochow China Merchants Bank – Unisplendour Corporation Limited(000938) Employee Stock Ownership Plan No. 2 directional asset management plan to manage the employee stock ownership plan. The employee stock ownership plan originally subscribed Unisplendour Corporation Limited(000938) shares of this non-public offering through the asset management plan.
7. The issue price of this non-public offering of shares is 26.51 yuan / share.
If Unisplendour Corporation Limited(000938) shares are ex right and ex dividend from the pricing base date to the issue date, the issue price of non-public offering will be adjusted accordingly.
8. The original deposit and renewal period of the employee stock ownership plan is 72 months, which starts from the date when the shares of the listed company subscribed by the employee stock ownership plan through this issuance complete the share registration procedures and are listed (“starting date”). The lock-in period of the underlying stock is 36 months from the commencement date. On the basis of the deliberation and approval of the proposal on the extension of the employee stock ownership plan by the shareholders’ meeting of the company (the proposal on the extension of the employee stock ownership plan for the first 8 months after the deliberation and approval of the proposal on the implementation of the employee stock ownership plan by the shareholders’ meeting of the company) (the proposal on the extension of the employee stock ownership plan of the company for the first 8 months), That is, the renewal period is changed to 96 months, and the lock-in period will not be added after the employee stock ownership plan is extended.
9. The shares of the employee stock ownership plan will be released in 60 months. From the starting date, one-fifth of the total shares of any holder’s stock ownership plan will be released every one-year anniversary from the starting date.
10. The ESOP can be implemented only after the following conditions are met: (1) the non-public offering of shares and the draft ESOP are approved by Unisplendour Corporation Limited(000938) shareholders’ meeting; (2) Obtain the approval of the Ministry of education and the Ministry of Finance on non-public offering; (3) The completion and delivery of the transaction, and (4) the non-public offering of shares has been approved by the CSRC.
11. The shareholders’ meeting of the company to review the ESOP will adopt the combination of on-site voting and online voting.
The company will provide online voting platform to shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system. Shareholders can exercise their voting rights through the above system during online voting time.
12. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
13. The employee stock ownership plan has been changed to self-management by the company after being deliberated and approved by the meeting of the holders of the employee stock ownership plan, the shareholders of H3C Hong Kong and the proposal on Amending Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan (Draft) (non-public subscription) and other relevant proposals by the board of directors of the company.
catalogue
1、 The purpose of the employee stock ownership plan 5 II. Basic principles 5 III. participants of the employee stock ownership plan 5 IV. sources of funds and stocks 5. Information of holders 6. Duration, lock-in period and release period 6 VII. Management mode and selection of management organization 7 VIII. Main contents of asset management contract 7 IX. convening and voting procedures of shareholders’ meeting 11 X. selection and responsibilities of the Management Committee 13 Xi. Participation mode of employee stock ownership plan during financing of the company 15 XII. Voting rights and other shareholders’ rights of employee stock ownership plan 15 XIII. Disposal methods of ESOP rights and interests 16 XIV. Distribution of income of holders 16 XV. Change and termination of employee stock ownership plan 16. Disposal measures after the expiration of the employee stock ownership plan 17. Procedures for implementing employee stock ownership plan 17 XVIII. Implementation conditions of employee stock ownership plan 18. Others eighteen
interpretation
This employee stock ownership plan and this plan refer to Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan
I. share holding plan
Unisplendour Corporation Limited(000938) . The company refers to Unisplendour Corporation Limited(000938)
H3C Technologies Co., LIMITED
H3C refers to Hong Kong H3C, its subsidiaries, subsidiaries and branches
Asset management organization or manager refers to the asset management organization entrusted by the employee stock ownership plan, which is Soochow Securities Co.Ltd(601555) Co., Ltd
Asset custodian or custodian refers to the asset custodian entrusted by the employee stock ownership plan China Merchants Bank Co.Ltd(600036) Co., Ltd. Suzhou Branch
Asset management plan and asset management plan refer to Soochow China Merchants Bank – Unisplendour Corporation Limited(000938) Employee Stock Ownership Plan No. 2 directional asset management plan established by the asset management organization entrusted by the employee stock ownership plan
Unisplendour Corporation Limited(000938) (on behalf of the plan), Soochow Securities Co.Ltd(601555) asset management contract refers to Soochow China Merchants Bank – Unisplendour Corporation Limited(000938) Employee Stock Ownership Plan No. 2 target asset management contract between the company and China Merchants Bank Co.Ltd(600036) Suzhou Branch, including its annexes and its amendments and supplements from time to time
The date on which the target stocks are registered and listed
This issuance and this non-public development refer to Unisplendour Corporation Limited(000938) non-public offering bank
Transaction refers to Unisplendour Corporation Limited(000938) acquisition of 51% shares of Hong Kong Huasan
Management Committee refers to the management committee established in accordance with the provisions of the employee stock ownership plan to assist in the management of the employee stock ownership plan
The underlying stock refers to the non-public shares of Unisplendour Corporation Limited(000938) Co., Ltd. subscribed by the employee stock ownership plan through the asset management plan
The holder indicates the object of the capital to participate in the employee stock ownership plan
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
The shares available for distribution in the employee stock ownership plan are divided by share. The share refers to the equity of one share of the underlying stock (including the cash obtained from the underlying stock)
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
The articles of association refers to the Unisplendour Corporation Limited(000938) articles of association
(I) further establish and improve the benefit sharing mechanism between workers and owners, realize the consistency of the interests of Huasan, the company and employees, and improve the governance level of Huasan and the company;
(II) after the completion of the transaction, promote the successful cooperation between H3C and the company by aligning the interests of H3C employees, H3C and the company and encouraging long-term retention.
Improve the company’s long-term and effective incentive mechanism, improve the cohesion of H3C employees and the competitiveness of H3C and the company, and effectively mobilize the enthusiasm and creativity of employees, so as to promote the long-term, sustainable and healthy development of H3C and the company.
2、 Basic principles
(I) principle of legal compliance
Implement the employee stock ownership plan, perform the procedures in strict accordance with the provisions of laws and administrative regulations, and implement information disclosure in a true, accurate, complete and timely manner. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) principle of voluntary participation
The employee stock ownership plan follows the principle of independent decision of H3C and voluntary participation of employees. H3C will not force employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The holder shall be responsible for its own profits and losses, bear its own risks, and have equal rights and interests with other investors of Unisplendour Corporation Limited(000938) shares (unless otherwise specified in the employee stock ownership plan).
(IV) principle of self financing
Huasan employees who choose to participate in the employee stock ownership plan need funds from the legal salary and self raised funds of Huasan employees to participate in the employee stock ownership plan.
3、 Participants of this ESOP
(I) eligible participants of this ESOP are H3C employees who have signed a formal labor contract with H3C and receive remuneration from H3C.
(II) the total number of participants in this ESOP shall not exceed 8500.
(III) the number of employees participating in the stock ownership plan is determined according to the number of employees who choose to participate in the plan and pay their corresponding share subscription price.
4、 Sources of funds and stocks
(I) capital source of employee stock ownership plan
The total amount of shares subscribed for in this non-public offering under this ESOP shall not exceed 1275 million yuan. The funds required to participate in the employee stock ownership plan are the legal salary and self raised funds of the participants.
Participants in the plan shall sign the invitation letter to participate in the ESOP confirmed by H3C as the basis for confirmation of subscription intention. Employees who have chosen to participate in the employee stock ownership plan but have not paid in full on the payment date will automatically lose the right to subscribe for the employee stock ownership plan.
After the approval of the non-public offering of shares by the competent authority, the participants shall pay the subscription funds in full before the payment date notified by the company.
The tax burden involved in the holder’s participation in the employee stock ownership plan shall be borne by the holder.
(II) stock source of employee stock ownership plan
The stock source of this ESOP is Unisplendour Corporation Limited(000938) this non-public offering subscribed by the asset management plan, and the number of subscribed shares does not exceed 48095058. If the price of this non-public offering is adjusted due to the ex rights and ex interests of the company’s shares between the pricing base date and the issuance date, The number of shares subscribed by the employee stock ownership plan will be adjusted accordingly.
The Unisplendour Corporation Limited(000938) shares subscribed by the employee stock ownership plan shall not exceed 4.56% of the total share capital of the company after the non-public offering; The number of underlying shares corresponding to the ESOP shares held by any holder shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the listing of the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
(III) price of the underlying stock
Unisplendour Corporation Limited(000938) the issue price of this non-public offering is 26.51 yuan / share.
If the company’s shares are ex right and ex dividend from the pricing base date to the issuance date, the non-public offering
