Stock abbreviation: Unisplendour Corporation Limited(000938) Stock Code: Unisplendour Corporation Limited(000938) Announcement No.: 2022011
Unisplendour Corporation Limited(000938)
Announcement on extension and change of Unisplendour Corporation Limited(000938) first phase No. 2 ESOP
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Unisplendour Corporation Limited(000938) (hereinafter referred to as “the company”) deliberated and adopted the proposal on extending the duration of Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan, the proposal on changing the asset manager of Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan The proposal on Amending the Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan (Draft) (subscription by non-public Development Bank) and the proposal on formulating the measures for the administration of Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan (the above four proposals are hereinafter referred to as the “relevant proposals for the extension, renewal and change of Ziguang No. 2 Employee Stock Ownership Plan”), The specific changes of Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan (hereinafter referred to as “Ziguang No. 2 Employee Stock Ownership Plan”) are hereby announced as follows: I. Basic information of Ziguang No. 2 employee stock ownership plan
The 11th meeting of the 6th board of directors held on May 21, 2015 The ninth meeting of the sixth board of supervisors and the first extraordinary general meeting of 2015 held on June 25, 2015 considered and adopted the proposal on Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan (Draft) (non-public subscription) and the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the employee stock ownership plan. For details, please refer to the relevant announcements disclosed in China Securities Journal, securities times, Shanghai Securities News and cninfo.com on May 26, 2015 and June 26, 2015.
The stock of Ziguang No. 2 ESOP comes from the non-public issued shares of the subscribed company. With the approval of the reply on approving Unisplendour Corporation Limited(000938) non-public shares issued by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2016] No. 787), the company issued 83622362 shares in 2016, of which 47680616 shares were subscribed by Ziguang No. 2 employee stock ownership plan, accounting for 4.57% of the total share capital of the company after issuance, The above shares were listed on Shenzhen Stock Exchange on May 6, 2016. The duration of Ziguang No. 2 ESOP is 72 months, of which the lock-in period is 36 months, which has been subscribed through this non-public offering
The shares of the company shall be counted from the date when the shares of the company are registered and listed. On May 6, 2019, the lock up period of the company’s non-public offering shares held by Ziguang No. 2 employee stock ownership plan expired, and the corresponding shares were lifted and listed for circulation. The duration of Ziguang 2 ESOP will expire on May 5, 2022.
2、 Extension and change of employee stock ownership plan of Ziguang 2
On March 3, 2022, the eighth meeting of the eighth board of directors and the fifth meeting of the eighth board of supervisors held by the company considered and approved the relevant proposals on the extension and change of the duration of Ziguang 2 ESOP, and agreed to extend the duration of Ziguang 2 ESOP by 24 months, that is, the renewal period was changed from 72 months to 96 months; It is agreed that the employee stock ownership plan of Ziguang No. 2 will be managed by Soochow Securities Co.Ltd(601555) as the management organization and changed to be managed by the company itself; Agree to revise the Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan (Draft) (non-public Development Bank subscription); In addition, according to the guidance on the pilot implementation of ESOP by listed companies issued by China Securities Regulatory Commission, it is agreed to formulate the management measures for the first phase No. 2 ESOP of Unisplendour Corporation Limited(000938) Co., Ltd. in accordance with the provisions on the need to formulate corresponding management rules for listed companies to manage their own ESOP.
The specific amendments of Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan (Draft) (non-public Development Bank subscription) are as follows:
Serial number before revision after revision
1 special tips
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2. The participants of the employee stock ownership plan are Hong Kong Huasan. 2. The participants of the employee stock ownership plan are employees of Hong Kong Huasan, its domestic subsidiaries and HP’s subsidiaries, subsidiaries and branches that will be merged into Huasan (collectively referred to as “China’s server, storage and technical service business in China (joint three”). This employee stock ownership plan is an employee of Unisplendour Corporation Limited(000938) referred to as “Huasan”). This employee stock ownership plan is formulated by Unisplendour Corporation Limited(000938) acquiring 51% shares of H3C (hereinafter referred to as “the transaction”) together with the acquisition of 51% shares of H3C (hereinafter referred to as “the transaction”), and is a necessary part of the transaction.
It is formulated together and is a necessary part of the transaction
… 6. The original Soochow Securities Co.Ltd(601555) accepted the entrustment to establish dong6, Soochow Securities Co.Ltd(601555) accepted the entrustment to establish Soochow – China Merchants Bank – Unisplendour Corporation Limited(000938) Employee Stock Ownership Plan No. 2 directed capital – China Merchants Bank – Unisplendour Corporation Limited(000938) Employee Stock Ownership Plan No. 2 directed asset management plan to manage this employee stock ownership plan. The management plan manages the employee stock ownership plan. The employee stock ownership plan originally subscribed through the asset management plan, and the employee stock ownership plan will subscribe for Unisplendour Corporation Limited(000938) shares of this non-public offering through the asset management plan.
Non public offering of Unisplendour Corporation Limited(000938) shares
… 8. The original renewal period of the employee stock ownership plan is 72 months. 8. The duration of the employee stock ownership plan is 72 months, From the date on which the superscript shares subscribed by the employee stock ownership plan through this issuance are registered under the name of the asset management plan (“the date on which the shares of the municipal company are registered and listed”).
The lock-in period of the underlying stock is 36 months (the “starting date”). The lock up period of the underlying stock is
From the commencement date. 36 months from the commencement date. After the ESOP is deliberated and approved by the shareholders’ meeting of… And the shareholders’ meeting of Hong Kong Huasan 12. After the implementation of the ESOP, It will not lead to the passing of the company, and after the deliberation and approval of the board of directors of the company and other relevant proposals, such as the proposal on Amending the company’s equity distribution does not meet the requirements of listing conditions. Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan (draft) (non-public subscription), The implementation of the employee stock ownership plan is extended, and the duration is extended for 24 months on the basis of the original termination date, that is, the renewal period is changed to 96 months. After the extension of the employee stock ownership plan, the lock-in period will not be added.
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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. Approved by the meeting of the holders of the employee stock ownership plan The shareholders of H3C Hong Kong and the board of directors of the company deliberated and approved the draft on Amending Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan (Draft) (subscription by non-public offering)After the proposal and other relevant proposals, the employee stock ownership plan is changed to self-management by the company.
2 interpretation
H3C refers to H3C Hong Kong, its domestic subsidiaries and the new China group, including H3C Hong Kong, its subsidiaries, subsidiaries and HP’s servers, storage and branches in China
New Hong Kong Huasan after technical service business; The date on which the target stocks on the starting date are registered in the name of the asset management plan after completing the share registration procedures and listing the target stocks on the starting date
3. Information of holders
H3C employees (including HP’s servers in the countries of H3C employees (including HP’s servers, storage and technical services business in China) Employees of storage and technical service business) intend to subscribe for the ESOP with a total capital of 127500 yuan and the ESOP with a total capital of 1275 million yuan. Huasan employees are not Unisplendour Corporation Limited(000938) directors, supervisors and 10000 yuan.
Senior management.
4 VI. duration, lock-in period and release period VI. duration, lock-in period and release period
(I) duration of ESOP (I) duration of ESOP
The duration of the employee stock ownership plan is 72 months, starting from the original renewal of the employee stock ownership plan is 72 months. From the date of calculation. The duration of the employee stock ownership plan can be extended upon the approval of the shareholders’ meeting of the employee stock ownership plan, the board of directors and the shareholders’ meeting of the company, the deliberation and approval of the members’ meeting, the deliberation and approval of the shareholders of H3C in Hong Kong, and the duration of the employee stock ownership plan. The board of directors of the company deliberated and approved the amendment of Unisplendour Corporation Limited(000938) yes
(II) the lock-in period of the underlying shares shall be calculated after the proposal of the company’s first phase No. 2 employee stock ownership plan (Draft) (the lock-in period of non-underlying shares is 36 months, which shall be subscribed by public offering on the starting date) and other relevant proposals. The implementation of the employee stock ownership plan is postponed, and the duration is extended for 24 months on the basis of the original end date, that is, the renewal period is changed to (III) 96 months of release period.
… with the consent of the board of directors and the shareholders’ meeting of the company, the duration of the employee stock ownership plan can be extended after the 60 month release period of the employee stock ownership plan expires.
Before the expiration of the 72 month duration, each holder may choose (II) the lock-in period of the underlying stock
(1) the lock up period for the sale of the underlying stock corresponding to its released shares is 36 months, starting from the calculation date, or (2) to the extent permitted by law. The lock-in period will not be added after the employee stock ownership plan is extended. Its released shares are converted into the legal ownership of the corresponding underlying shares
Right. (III) release period
