Unisplendour Corporation Limited(000938) first phase No. 2 measures for the administration of employee stock ownership plan
Chapter I General Provisions
Article 1 in order to standardize the implementation of the first phase No. 2 employee stock ownership plan of Unisplendour Corporation Limited(000938) (hereinafter referred to as “the employee stock ownership plan”) of Unisplendour Corporation Limited(000938) “or” the company “), in accordance with the company law of the people’s Republic of China (hereinafter referred to as” the company law “) These management measures are formulated in accordance with the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”) and other relevant laws, administrative regulations, rules, normative documents and the articles of association of the company. Terms used but not defined in the management measures have the meanings of corresponding terms in the employee stock ownership plan.
Chapter II Plan holders
Article 2 holders of employee stock ownership plans
The holder of the employee stock ownership plan indicates the H3C employees who have participated in the employee stock ownership plan.
(I) the rights of the holder are as follows:
1. Enjoy the rights and interests of the employee stock ownership plan according to the share of the employee stock ownership plan;
2. Attend the shareholders’ meeting and exercise voting rights on the matters under consideration according to their shares;
3. Enjoy other rights stipulated in relevant laws, regulations, rules and employee stock ownership plans.
(II) the obligations of the holder are as follows:
1. Comply with the provisions of the employee stock ownership plan;
2. Make capital contribution within the agreed period and bear the investment risk according to the share of the employee stock ownership plan;
3. During the lock up period, unless otherwise specified in the ESOP, the holder shall not request the distribution or transfer of ESOP property.
Chapter III Management of employee stock ownership plan
Article 3 management organization and management mode of employee stock ownership plan
(I) the internal management authority of the ESOP is the shareholders’ meeting;
Someone exercises relevant rights;
(III) the board of directors of the company is responsible for drafting and revising the draft of the employee stock ownership plan, and deciding and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders;
(IV) the board of directors has the right to determine the specific management mode of the employee stock ownership plan, select and dismiss the management organization and carry out relevant disposal work.
The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of the holders of the employee stock ownership plan.
Article 4 shareholders’ meeting of employee stock ownership plan
(I) functions and powers of the shareholders’ meeting
The shareholders’ meeting shall exercise the following functions and powers:
1. To elect and recall members of the Management Committee;
2. Review and approve the change, termination, extension or early termination of the ESOP proposed by the Management Committee;
3. Authorize the management committee to consider and decide whether the ESOP will participate in the company’s share allotment, additional issuance, convertible bonds and other financing and capital solutions during the duration;
4. Authorize the management committee to supervise the daily management of the employee stock ownership plan;
5. Authorize the management committee to exercise the asset management responsibilities of the employee stock ownership plan;
6. Review, approve or revise the articles of association and management rules (rules) of the employee stock ownership plan according to the suggestions of the Management Committee;
7. Authorize the management committee to exercise the shareholder rights corresponding to the assets of the employee stock ownership plan;
8. Other functions and powers of the shareholders’ meeting specified in laws, regulations, rules, normative documents or the draft employee stock ownership plan.
(II) procedures for convening the shareholders’ meeting
1. The first holder meeting shall be convened and presided over by the chairman of Hong Kong Huasan, and the subsequent holder meeting shall be convened by the management committee and presided over by the director of the Management Committee; When the director of the management committee is unable to perform his duties, he shall appoint a member of the management committee to preside over the meeting.
2. A meeting of the holders shall be convened in any of the following circumstances:
(1) The board of directors or the Management Committee of the company proposes the change plan of the employee stock ownership plan;
(2) Members of the management committee are unfit to serve as members of the management committee, such as leaving their posts or being unable to perform their duties for three consecutive months;
(3) Other matters that the Management Committee believes have a significant impact on the rights and obligations of the holders of the employee stock ownership plan and need to hold a meeting of the holders of the employee stock ownership plan.
3. When convening a meeting of holders, the convener of the meeting shall send a meeting notice 5 working days in advance, and the meeting notice shall be submitted to all holders by direct delivery, mail, fax, e-mail or other means.
4. The meeting notice shall at least include the following contents:
(1) Time and place of the meeting;
(2) Convening method of the meeting;
(3) Matters to be considered at the meeting (proposal of the meeting);
(4) The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(5) Meeting materials necessary for voting at the meeting;
(6) Contact person and contact information;
(7) Date of notification.
(III) voting procedures at the shareholders’ meeting
All holders have the right to attend the holders’ meeting. The holder may attend and vote at the holders’ meeting in person or entrust an agent to attend and vote on his behalf. The travel expenses, board and lodging expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder. The voting procedure of the shareholders’ meeting is as follows:
(1) After full discussion of each proposal, the moderator shall timely submit it to the holders attending the meeting for voting. The moderator may also decide to submit it to the holders attending the meeting for voting after all proposals are discussed. The voting methods are show of hands, written voting or electronic voting (including online voting);
(2) In the employee stock ownership plan, each share held by the holder has one vote;
(3) When electing members of the management committee, the one who obtains the most votes shall be elected;
(4) If all proposals are approved by more than half (including this number) of the participants in the meeting, they shall be deemed to have been voted and passed, forming an effective resolution of the holder’s meeting;
(5) If the resolution of the shareholders’ meeting needs to be submitted to the board of directors and the general meeting of shareholders for deliberation, it shall be submitted to the board of directors and the general meeting of shareholders for deliberation in accordance with the requirements of the articles of association of the company;
(6) The chairman of the meeting shall be responsible for making records of the meeting of holders.
Article 5 Management Committee of employee stock ownership plan
(I) the ESOP has a management committee, which is responsible for the ESOP and is the daily supervision and management organization of the ESOP.
(II) the management committee is composed of seven (7) members elected by the shareholders’ meeting, of which five are nominated by H3C, one is nominated by the company, and another employee is nominated by the CEO of H3C. The management committee shall have a director. The chairman of the management committee shall be elected by more than half of the members of the management committee. The term of office of the members of the management committee is the duration of the employee stock ownership plan.
(III) members of the management committee shall abide by laws, administrative regulations and the management measures, and bear the following Loyalty Obligations to the employee stock ownership plan:
1. It shall not take advantage of its authority to accept bribes or other illegal income, and shall not encroach on the property of the employee stock ownership plan; 2. Do not misappropriate ESOP funds;
3. Without the consent of the holders’ meeting, the assets or funds of the employee stock ownership plan shall not be deposited in an account in their own name or in the name of other individuals;
4. Shall not, in violation of the provisions of these measures, lend ESOP funds to others or provide guarantee for others with ESOP property without the consent of the holders’ meeting;
5. It shall not use its authority to damage the interests of the employee stock ownership plan.
If a member of the management committee violates his duty of loyalty and causes losses to the employee stock ownership plan, he shall be liable for compensation.
(IV) the management committee shall perform the following duties:
1. Be responsible for convening the shareholders’ meeting;
2. Open securities accounts, capital accounts and other relevant accounts for the employee stock ownership plan;
3. Be responsible for the daily management of the ESOP on behalf of all holders and sign relevant documents on behalf of all holders;
4. Be responsible for handling the share subscription of the stock ownership plan, deciding and being responsible for the liquidation, property distribution and disposal of the employee stock ownership plan;
5. Decide on the disposal plan of the remaining shares of the employee stock ownership plan and dispose accordingly;
6. Decide to cancel the qualification of employee holders, confirm the withdrawal of employees, and handle the inheritance of deceased holders;
7. Distribute the shares of the shareholding plan that the holder no longer holds due to resignation, abandonment, death and other reasons to the employees who meet the participants of the shareholding plan, and then update the list of holders accordingly;
8. Unless otherwise specified in the shareholding plan, decide to release all or part of the shares held by the holder in advance or delay without prejudice to the interests of the holder;
9. Exercise the overall management right of the shareholding plan, adopt the rules and regulations related to the management of the shareholding plan and other documents deemed necessary or reasonable;
10. Decide on the disposal of ESOP assets, and be responsible for and handle matters related to the realization of ESOP assets, non trading transfer of shares or other legal disposal;
11. Other duties conferred by the shareholders’ meeting.
The management committee is authorized to perform the following duties:
1. Review and decide whether the ESOP will participate in the company’s share allotment, additional issuance, convertible bonds and other financing and capital solutions during the duration;
2. Exercise the shareholders’ rights corresponding to the assets of the employee stock ownership plan on behalf of the holder;
3. Exercise the asset management responsibilities of the employee stock ownership plan.
(V) the chairman of the management committee shall exercise the following functions and powers:
1. Preside over the shareholders’ meeting and convene and preside over the meeting of the Management Committee;
2. Supervise and inspect the implementation of the resolutions of the shareholders’ meeting and the Management Committee;
3. Other functions and powers authorized by the management committee.
(VI) the management committee shall convene meetings from time to time, which shall be convened by the chairman of the management committee, and all members of the management committee shall be notified in writing at least seven days before the meeting is held.
(VII) the holders representing more than 50% of the shares or more than 1 / 2 of the members of the management committee may propose to convene an interim meeting of the management committee. The chairman of the management committee shall, within 5 days after receiving the proposal, notify the members of the management committee to convene an interim meeting, and hold and preside over such interim meeting within seven (7) days after the date of notification.
(VIII) the notice of the management committee convening the meeting of the interim management committee shall be sent by fax, e-mail or special person; The time limit for notification is: at least seven days before the meeting.
(IX) the notice of the management committee meeting shall include the following contents:
1. Time and place of the meeting;
2. Duration of the meeting;
3. Causes and topics;
4. Date of notification.
(x) the quorum for the meeting of the management committee shall be more than half of the members of the management committee. Decisions made by the management committee must be adopted by more than half of all members of the management committee. For the voting of the resolution of the management committee, one member of the management committee shall have one vote.
（11） The resolution of the management committee shall be voted by open ballot. On the premise of ensuring that the members of the management committee can fully express their opinions, the resolutions of the management committee can be communicated by fax, e-mail and other communication methods, and can be proposed, signed and approved by the above methods, which shall be signed by the members of the management committee participating in the meeting.
（12） The management committee meeting shall be attended by members of the management committee in person or by telephone or video conference; If a member of the management committee is unable to attend for some reason, he may entrust another member of the management committee in writing to attend on his behalf. The power of attorney shall specify the name of the agent, the matters to be represented, the scope of authorization and the period of validity, and shall be signed or sealed by the principal. Members of the management committee who represent others at the meeting shall exercise the rights of members of the management committee within the scope of authorization. If a member of the management committee fails to attend the meeting of the management committee or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
（13） The management committee shall make minutes of the decisions on the matters discussed at the meeting, and the members of the management committee attending the meeting shall sign on the minutes.
（14） The minutes of the management committee meeting shall include the following contents:
1. The time and place of the meeting and the name of the convener;
2. The names of the members attending the management committee and the members (agents) of the management committee entrusted by others to attend the Management Committee;
3. Agenda of the meeting;
4. Key points of speeches by members of the Management Committee;
5. Voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
Chapter IV equity distribution of employee stock ownership plan
Article 6 equity distribution of employee stock ownership plan
(I) income distribution
During the duration, when the company pays dividends, the cash dividends obtained by the employee stock ownership plan due to the holding of the underlying shares can be distributed. The holders deduct the management fees of the asset manager, the expenses of the management committee and the expenses of the management committee according to the proportion of the plan shares held in the total plan shares Other administrative expenses and other related expenses of daily operation of the shareholding plan, and obtain corresponding income after withholding income tax according to law. The share held is not limited by the release period and is the holder’s total share in the employee stock ownership plan.
(II) cash distribution
During the duration after the expiration of the lock up period of the underlying stock, the holder may, according to his will, apply to the Management Committee for the realization of the Unisplendour Corporation Limited(000938) shares of the released shares at one time or successively, and the management committee will sell the Unisplendour Corporation Limited(000938) shares corresponding to the released shares, and release the cash to the holder after deducting the relevant expenses such as management fees and withholding taxes, After all the shares corresponding to the shares held by the holder are realized and / or transferred to the individual securities account, they will withdraw from the employee stock ownership plan.
(III) non transaction transfer
During the duration after the expiration of the lock-in period, the management committee will choose an opportunity to provide the holder with non trading transfer arrangements. At that time, the holder can apply to the management committee or pass the resolution of the holder’s meeting to transfer the shares indirectly held through the employee stock ownership plan to the individual securities account, The management committee will follow the corresponding trading rules and requirements to go through relevant procedures for the holders. After all the shares corresponding to the shares held by the holder are realized and / or transferred to the individual securities account, they will withdraw from the employee stock ownership plan.
Chapter V change and termination of employee stock ownership plan and disposal of holder’s rights and interests
Article 7 change of employee stock ownership plan
(a) The shareholding plan may be changed after the consent of more than two-thirds of the shares held by the holders attending the shareholders’ meeting, the approval of (b) the shareholders of Hong Kong Huasan who jointly hold more than two-thirds of the issued shares of Hong Kong Huasan, and (c) the submission to the board of directors of the company for deliberation and approval.
An amendment to a share holding plan shall not cancel the existing rights of the holder or have a material adverse effect on the existing rights of the holder unless such amendment:
(1) Classics
