Securities code: 002583 securities abbreviation: Hytera Communications Corporation Limited(002583) Hytera Communications Corporation Limited(002583)
Phase III employee stock ownership plan
(Draft)
(subscription of non-public shares)
(Third Revision)
January 2022
statement
The company and all members of the board of directors guarantee that the contents of the employee stock ownership plan are true, accurate and complete without false records, misleading statements or major omissions.
hot tip
1. The third phase of the employee stock ownership plan of Hytera Communications Corporation Limited(002583) (hereinafter referred to as " Hytera Communications Corporation Limited(002583) " and "the company") is formulated in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidance on the pilot implementation of the employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules, normative documents and the articles of association.
2. The participants of the employee stock ownership plan are the middle and senior managers of the company and its subordinate enterprises with labor contract relationship with the company, as well as the employees of the company and its subordinate enterprises who have made outstanding contributions to the development of the company. 3. The upper limit of the total funds raised by the employee stock ownership plan is 380126582 yuan, and the sources of funds are employees' legal salary, self raised funds, loans and other methods permitted by laws and regulations.
4. After the establishment of the employee stock ownership plan, fully subscribe for the directional asset management plan of the third phase of the employee stock ownership plan of China Securities Investment Management - Hytera Communications Corporation Limited(002583) . The main investment scope of the directional asset management plan of the third phase of the employee stock ownership plan of China Securities Investment Management - Hytera Communications Corporation Limited(002583) is to purchase and hold the shares of the company. The employee stock ownership plan holds shares of listed companies by subscribing for non-public shares of the company. The employee stock ownership 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.
The total amount of non-public offering shares subscribed by the above asset management plan shall not exceed RMB 380126582, and the total number of shares corresponding to ESOP shares shall not exceed 10% of the total share capital of the company after this non-public offering; The number of shares of the listed company corresponding to the shares of the employee stock ownership plan held by any employee shall not exceed 1% of the total share capital of the company after the non-public offering of shares. The total number of shares held by the employee stock ownership plan does not include the shares obtained before the company's initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive.
5. The stock source of this ESOP is to subscribe for Hytera Communications Corporation Limited(002583) non-public shares. According to the conditional effective share subscription agreement between Hytera Communications Corporation Limited(002583) and China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd., the pricing benchmark date of this non-public offering is the announcement date of the resolution of the third meeting of Hytera Communications Corporation Limited(002583) the third board of directors. The issue price is 11.31 yuan / share, no less than 90% of the average price of Hytera Communications Corporation Limited(002583) shares in the 20 trading days before the pricing benchmark date.
If the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing base date to the issuance date, or if the subscription price of this non-public offering is adjusted due to changes in regulatory policies or requirements, the issuance price will be adjusted accordingly.
On April 18, 2017, the 2016 annual general meeting of shareholders held by the company deliberated and adopted the proposal on the company's profit distribution in 2016. The company's 2016 annual equity distribution plan is: Based on the total share capital of 1745818707 shares, the company will distribute RMB 0.350000 in cash (including tax) to all shareholders for every 10 shares. Since the 2016 equity distribution plan of the company has been implemented on May 25, 2017, the issuance price of the non-public offering shares has been adjusted to no less than 11.28 yuan / share.
6. The duration of the employee stock ownership plan is 60 months, calculated from the date when the shares issued by Hytera Communications Corporation Limited(002583) phase III employee stock ownership plan are registered under the name of the employee stock ownership plan's directional asset management plan and listed. The lock-in period for the ESOP to subscribe for the supporting shares issued this time is 36 months. The employee stock ownership plan will be terminated automatically after the expiration of its duration, or it can be terminated or extended in advance in accordance with relevant laws, regulations and contracts.
The asset management plan is based on the shares of the company's non-public offering obtained by the exchange, and the shares derived from the distribution of stock dividends and the conversion of capital reserve into share capital by the listed company shall also comply with the above share locking arrangements.
7. After the board of directors of the company reviews the ESOP and has no objection, the company will issue a notice of convening the general meeting of shareholders to review the ESOP. The shareholders' meeting of the company to review the ESOP will adopt the combination of on-site voting and online voting.
8. The ESOP can be implemented only after meeting the following conditions: (1) the non-public offering of shares and the draft ESOP have been approved by the general meeting of shareholders of the company; (2) The non-public offering of shares has been approved by the CSRC.
9. After the implementation of the employee stock ownership plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
Declare that two
Special tips three
catalogue five
1、 Interpretation six
2、 The purpose of the ESOP seven
3、 Basic principles seven
4、 Participants and determination criteria of employee stock ownership plan eight
5、 Sources of funds and shares of the employee stock ownership plan nine
6、 Lock up period, duration and prohibited behaviors of employee stock ownership plan ten
7、 Management mode of employee stock ownership plan eleven
8、 Selection and appointment of the management organization of the employee stock ownership plan, main terms of the management agreement and management expenses eighteen
9、 How to participate in the employee stock ownership plan when financing the company nineteen
10、 Change and termination of employee stock ownership plan nineteen
11、 Disposal of ESOP interests nineteen
12、 Disposal measures after the termination of employee stock ownership plan twenty
13、 Procedures to be performed for the implementation of employee stock ownership plan twenty-one
14、 Other important matters twenty-two
1、 Interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows:
Abbreviation interpretation
Hytera Communications Corporation Limited(002583) / company / the company refers to Hytera Communications Corporation Limited(002583)
Employee stock ownership plan, employee stock ownership index Hytera Communications Corporation Limited(002583) phase III employee stock ownership plan
The draft plan refers to the Hytera Communications Corporation Limited(002583) third phase employee stock ownership plan (Draft) (method of subscribing non-public Development Bank shares) (Second Revision)
Management Measures refer to the Hytera Communications Corporation Limited(002583) third phase employee stock ownership plan management measures
The controlling shareholder and actual controller refers to Chen Qingzhou
The holder indicates the employees of the company who participate in the employee stock ownership plan
Shareholders' meeting the shareholders' meeting of the employee stock ownership plan
Management Committee this ESOP Management Committee
Asset management plan refers to the asset management plan directed by the employee stock ownership plan of the third phase of China Securities and Futures Commission asset management - Hytera Communications Corporation Limited(002583)
The underlying stock refers to the stock of Hytera Communications Corporation Limited(002583) subscribed and held by the directional asset management plan through legal means
The client refers to the employee stock ownership plan
Asset management organization or manager China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Company law means the company law of the people's Republic of China
Securities Law means 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
Articles of association means the Hytera Communications Corporation Limited(002583) articles of association
In this paper, if the total number is inconsistent with the mantissa of the sum of each sub item value, it is caused by rounding.
2、 Purpose of ESOP
In order to implement the spirit and policy of "allowing the mixed ownership economy to implement employee stock ownership and form a community of interests between capital owners and workers" clearly mentioned in the decision of the CPC Central Committee on several major issues on comprehensively deepening reform at the Third Plenary Session of the 18th CPC Central Committee, the company, in accordance with the company law, securities law, guiding opinions and other relevant laws Formulate the Hytera Communications Corporation Limited(002583) third employee stock ownership plan (Draft) in accordance with the provisions of laws, regulations, policy documents and the articles of association, and solicit the opinions of employees through the employee congress.
The purpose of this ESOP is to:
(i) Hytera Communications Corporation Limited(002583) in accordance with the guiding opinions and the spirit of other laws and regulations, encourage all employees to work together and establish a long-term mechanism of employee stock ownership.
（2） Improve the company's long-term and effective incentive and restraint mechanism, improve the cohesion and competitiveness of employees, and effectively mobilize the enthusiasm and creativity of employees, so as to promote the long-term, sustainable and healthy development of the company. 3、 Basic principles
(i) Principle of legal compliance
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
（2） Principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
（3） Risk bearing principle
The participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks and have equal rights and interests with other investors.
4、 Participants and determination criteria of employee stock ownership plan
(i) Legal basis for determining participants
The participants of the employee stock ownership plan are determined in accordance with the company law, securities law, guiding opinions and other relevant laws, regulations, rules and the articles of association. The company's employees participate in the employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk bearing.
The scope of participating in the ESOP is the employees of the company and its subsidiaries. The participants work in the company or its subsidiaries, receive salary and sign labor contracts.
（2） Criteria for determining participants
The participants of this ESOP shall meet one of the following criteria:
1. Middle and senior managers of the company and its subsidiaries;
2. Other personnel who have made high contributions to the development of the company and its subsidiaries.
The above qualified employees shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. The specific participation list shall be determined by the board of directors and verified by the board of supervisors.
（3） Holders of ESOP
The total number of participants in the current employee stock ownership plan shall not exceed 2992, and the specific number of participants shall be determined according to the actual contributions of employees. The number of underlying shares corresponding to the shares of the employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company.
The distribution of share holders is as follows:
Proportion of shares subscribed by the holder in the shares of the employee stock ownership plan (10000 copies)
Middle and senior managers and core employees (no more than 2992) 38012.6582100.00%
Total 38012.6582100.00%
（4） Verification of ESOP participants
The board of supervisors of the company shall verify the list of participants and explain the verification at the general meeting of shareholders. The lawyer employed by the company shall give opinions on whether the qualification of the holder complies with relevant laws and regulations, the articles of association and the employee stock ownership plan.
5、 Sources of funds and stocks of ESOP
(i) Funding sources of ESOP
The company's employees' participation in the employee stock ownership plan is funded by employees' legal remuneration, self raised funds, loans and other ways permitted by laws and regulations.
The upper limit of the total funds raised by the employee stock ownership plan is 380.126582 million yuan. According to the price of 1 yuan per share, the total amount does not exceed 380.126582 million copies. The number of underlying shares corresponding to the shares of the employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company. The specific number of shares held by the holder of the employee stock ownership plan shall be subject to the number of shares finally confirmed and paid by the employee.
After the non-public offering is formally approved by the CSRC, the holder shall timely and fully pay the subscription funds in accordance with the time and method notified by the company. If the holder fails to pay the subscription funds in full on time, it shall be deemed that he automatically waives the subscription right of the unpaid part.
（2） Stock source of employee stock ownership plan
The stock source of this ESOP is to subscribe for Hytera Communications Corporation Limited(002583) non-public shares. According to the share subscription agreement between Hytera Communications Corporation Limited(002583) and China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. on Hytera Communications Corporation Limited(002583) issuing shares to specific objects, the pricing base date of this non-public offering is
