Securities code: 002583 securities abbreviation: Hytera Communications Corporation Limited(002583) Announcement No.: 2022-003 Hytera Communications Corporation Limited(002583)
About revising Hytera Communications Corporation Limited(002583) the third employee stock ownership plan (Draft)
Announcement of (subscription for non-public offering of shares) (Second Revision)
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.
1、 Basic information of the company’s third employee stock ownership plan
Hytera Communications Corporation Limited(002583) (hereinafter referred to as “the company”) held the third meeting of the third board of directors on November 18, 2016, deliberated and adopted the proposal on the third phase of employee stock ownership plan (Draft) (method of subscribing non-public shares) and its summary; The 13th meeting of the third board of directors and the 18th meeting of the third board of directors were held on May 12, 2017 and August 24, 2017 respectively, and some contents of the third phase of employee stock ownership plan (Draft) (method of subscribing non-public shares) were revised. For details of the third phase of employee stock ownership plan (Draft) (method of subscribing non-public Development Bank shares) (Revised Draft) and the third phase of employee stock ownership plan (Draft) (method of subscribing non-public Development Bank shares) (Second Revised Draft), please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com..cn. ）。
The company entrusts China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) “) to establish and manage the directional asset management plan “phase III employee stock ownership plan of China Securities and asset management – Hytera Communications Corporation Limited(002583) “. The third phase of the employee stock ownership plan of China Securities and asset management – Hytera Communications Corporation Limited(002583) completed the subscription of the company’s non-public offering shares on December 8, 2017 and was listed on Shenzhen Stock Exchange on December 18, 2017, with 32235188 shares subscribed.
2、 The revision of the third phase of employee stock ownership plan
According to the actual situation of the implementation of the third phase of the company’s employee stock ownership plan, combined with the guidance on the pilot implementation of employee stock ownership plan by listed companies and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan and other relevant laws and regulations, on January 6, 2022, The company held the 21st Meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors, reviewed and adopted the revised Hytera Communications Corporation Limited(002583)
<第三期员工持股计划（草案）（认购非公开发行股票方式）（二次修订稿）>
It is agreed to amend some contents of the third phase of employee stock ownership plan (Draft) (method of subscribing non-public Development Bank shares) (second revision draft). The above proposal has been deliberated and adopted at the second meeting of the third phase of the general meeting of the holders of employee stock ownership plans of the company.
According to the authorization of the company’s first extraordinary general meeting in 2017, this amendment is within the authority of the board of directors and does not need to be submitted to the company’s general meeting for deliberation.
The main contents of this revision are as follows:
Sn before and after modification
Special note: special note:
4. After the establishment of the employee stock ownership plan, the employee stock ownership plan fully subscribes to the asset management plan of the third phase of the employee stock ownership plan of China Securities tendering and capital management – Hytera Communications Corporation Limited(002583) directed asset management – Hytera Communications Corporation Limited(002583) directed asset management plan of the third phase of the employee stock ownership plan, and entrusts China Merchants Securities Co.Ltd(600999) asset management plan of China Securities tendering and capital management – Hytera Communications Corporation Limited(002583) phase III 1 Management Co., Ltd. to manage it, The CMB asset management – Hytera Communications Corporation Limited(002583) employee stock ownership plan directional asset management plan mainly invests in the third phase of employee stock ownership plan. The capital scope of directional asset management plan is to purchase and hold the company’s shares. The member’s main investment scope is to purchase and hold the company’s stock ownership plan and subscribe for the company’s non-public shares. The employee stock ownership plan holds the shares of listed companies by subscribing non-public votes of the company. The employee holds the shares of the listed company by holding the shares of the development bank. The share plan was originally entrusted to China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. for management, but now it is managed by the company itself.
6、 Lock up period and duration of employee stock ownership plan
And prohibited acts – (III) prohibition of ESOP
2 behavior deletion
China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. is deciding to buy and sell
The Secretary of the board of directors of the company shall be consulted in time when the company shares
Whether it is in a sensitive period of stock trading.
7、 Management mode of employee stock ownership plan VII. Management mode of employee stock ownership plan
The internal management authority of the ESOP is the holder’s meeting; The management structure of the employee stock ownership plan is the holder’s meeting; A management committee shall be established for the employee stock ownership plan to supervise the daily management of the employee stock ownership plan. The committee shall supervise the daily management of the employee stock ownership plan, exercise shareholder power on behalf of the holder or authorize the management to exercise shareholder power on behalf of the holder or authorize the management organization to exercise shareholder power; The board of directors of the company is responsible for the proposed organization to exercise shareholder’s rights; The board of directors of the company is responsible for drafting and revising the draft, formulating and revising the draft within the scope authorized by the general meeting of shareholders, and handling other matters related to the ESOP within 3 scope authorized by the general meeting of shareholders; This ESOP will entrust China Merchants Securities Co.Ltd(600999) Ziyi; The employee stock ownership plan was originally entrusted to China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. Property Management Co., Ltd. is now changed to self-management of the company.
（3） Management Committee
(III) Management Committee
4. The management committee performs the following duties:
(1) Be responsible for convening the shareholders’ meeting; 4. The management committee shall perform the following duties:
(2) Supervise the ESOP on behalf of all holders (1) be responsible for convening the holders’ meeting;
Daily management of; (2) Supervise the ESOP on behalf of all holders (3) exercise shareholder rights or daily management on behalf of all holders;
Authorize the asset management institution to exercise shareholders’ rights; (3) Exercise shareholders’ rights on behalf of all holders or (4) be responsible for docking with asset management institutions; Authorize the asset management institution to exercise shareholders’ rights;
(5) Sign relevant agreements on behalf of ESOP (4) be responsible for docking with asset management institutions; Negotiation and contract; (5) Sign relevant agreements on behalf of the ESOP (6) manage the benefit distribution of the ESOP; Negotiation and contract;
(7) Make decisions on the remaining share of the ESOP and the distribution of benefits of the strong (6) manage the ESOP;
Ownership of the transfer shares; (7) Make decisions on the remaining shares of the employee stock ownership plan and the strong (8) handle the inheritance registration of the shares of the employee stock ownership plan; Ownership of the transfer shares;
(9) Other duties authorized by the shareholders’ meeting. (8) Handle the share inheritance registration of employee stock ownership plan (9) Handle matters related to non trading transfer of shares. （5） Other duties authorized by the asset management institution (10) holder meeting.
China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. is our member
The management organization of the employee stock ownership plan shall be in accordance with the asset management organization of the CSRC (V)
The China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. related to the asset management business issued by the CSRC and other regulatory bodies is the original management body of the employee stock ownership plan in accordance with the rules and the legal documents related to the employee stock ownership plan, manages the employee stock ownership plan in accordance with the provisions of the China Securities Regulatory Commission, and maintains the legitimate rights and interests of the employee stock ownership plan related to the asset management business issued by the CSRC and other regulatory bodies, Ensure the property safety of the employee related rules and relevant laws and regulations of the employee stock ownership plan. Manage the employee stock ownership plan, maintain (VI) the income distribution of the stock ownership plan, the legitimate rights and interests of the employee stock ownership plan, and ensure the property safety of the employee stock ownership plan after the lock-in period.
During the period, after being approved by the general meeting of the holders, it shall be distributed according to the income of the holder’s (VI) Shareholding plan
The general meeting may decide to distribute income, deducting taxes and (1) the cash assets after the survival and accrued expenses of the employee stock ownership plan after the lock-in period shall be distributed to the holders according to the distribution scheme adopted by the holders after being approved by the holders’ meeting during the holders’ meeting until the general meeting decides to distribute income, deducting taxes and terminating the employee stock ownership plan. The cash assets after accrued expenses shall be distributed to the holders according to the distribution plan adopted by the holders’ meeting until the termination of the employee stock ownership plan.
(2) During the duration after the end of the lock up period, the holder may apply to the Management Committee for handling 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 number of shares corresponding to the shares held by the holder will withdraw from the employee stock ownership plan after non trading transfer to the individual securities account.
12、 Disposal measures after the termination of the ESOP 12. Disposal measures after the termination of the ESOP 1. Before the expiration of the duration of the ESOP 21. Within 2 months before the expiration of the duration of the ESOP, the duration of the ESOP 4 plan can be extended after deliberation by the shareholders’ meeting and within this shareholding month after deliberation by the shareholders’ meeting. The duration of the transfer can be extended.
2. When the duration of the employee stock ownership plan expires or terminates in advance 2. When the duration of the employee stock ownership plan expires or terminates in advance, the management committee shall be authorized by the holder’s meeting to take cash or / and non transaction transfer to the individual holder after deducting relevant taxes according to law according to the actual situation
The liquidation shall be completed within 15 working days from the date of settlement, and the planned assets shall be disposed according to the way of holding securities accounts and distributed according to the shares held by the owner. Complete liquidation. After deducting relevant taxes according to law, the management committee shall complete the liquidation within 15 working days from the date of expiration or termination, and distribute it according to the share held by the holder.
3、 Opinions of independent directors
The independent directors of the company reviewed the revision of the third phase of employee stock ownership plan (Draft) (the way of subscribing for non-public shares) (the second revision)
