Guohao law firm (Shenzhen)
about
Hytera Communications Corporation Limited(002583)
Adjust the third employee stock ownership plan
of
Legal opinion
Floors 42, 41, 31de, 2401, 2403 and 2405, special zone newspaper building, 6008 Shennan Avenue, Shenzhen postcode: 518034
Tel / TE L: (+ 86) (755) 8351 5666 fax / Fax: (+ 86) (755) 8351 5333
website: http://www.granda ll. com.. c n
January, 2002
To: Hytera Communications Corporation Limited(002583)
Guohao law firm (Shenzhen)
about
Hytera Communications Corporation Limited(002583)
Adjust the third employee stock ownership plan
of
Legal opinion
GLG / s Z / A4 85 4 / F Y / 2 02 2-0 03 Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) accepted the entrustment of Hytera Communications Corporation Limited(002583) (hereinafter referred to as “the company”) to act as the special legal adviser of the company’s phase III employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), and the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) of the CSRC The guidelines for information disclosure of listed companies No. 4 – Employee Stock Ownership Plan (hereinafter referred to as the “guidelines for information disclosure”) and other relevant laws, administrative regulations and normative documents of Shenzhen Stock Exchange, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, The company has verified and verified the documents and existing facts related to the adjustment of the employee stock ownership plan, and issued this legal opinion.
Matters stated in the legal opinion
In order to issue this legal opinion, our lawyers have fully verified and verified the facts related to the adjustment of the employee stock ownership plan that have occurred or exist before the date of issuance of this legal opinion in accordance with the provisions of the company law, the guiding opinions, the measures for the administration of securities legal business of law firms and the practicing rules of securities legal business of law firms, For the facts that cannot be independently verified by our lawyers, our lawyers rely on the certificates or explanatory documents issued by the company and other relevant parties, follow the principles of diligence and good faith, ensure that the facts identified in this legal opinion are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
During the foregoing verification, the company has made the following guarantee to our lawyers: it has provided all the original written materials, copies, written explanations and oral testimony necessary for the issuance of this legal opinion to our lawyers; The information provided to our lawyers and the facts disclosed are free from any false, concealment, misleading statement or material omission; The copies provided to our lawyers are consistent with the original, the copies are consistent with the original, all signatures and seals on the provided documents are true and effective, and all oral statements are consistent with the facts.
Our lawyers only express opinions on legal issues related to the adjustment of the employee stock ownership plan.
This legal opinion only expresses legal opinions on issues related to Chinese laws, and does not express opinions on overseas laws or matters applicable to overseas laws.
This legal opinion is only used by the company for the purpose of this ESOP adjustment, and shall not be used for any other purpose. Our lawyer agrees to take this legal opinion as a necessary legal document for the company’s employee stock ownership plan, report it to Shenzhen stock exchange together with other materials and make an announcement; It is agreed that the company shall quote this legal opinion in accordance with the review requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, but the quotation or disclosure by the company shall be comprehensive and accurate, and shall not lead to errors and deviations in the understanding of this legal opinion.
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1、 The employee stock ownership plan has been approved and authorized
According to the meeting documents provided by the company and its announcement in the information disclosure media designated by the CSRC, as of the date of issuance of this legal opinion, the company’s employee stock ownership plan has been approved and authorized as follows:
(i) The company held an employee congress on November 17, 2016 to solicit the opinions of the company’s employees on the implementation of the employee stock ownership plan.
（2） The company held the third meeting of the third session of the board of directors on November 18, 2016, deliberated and adopted the proposal on the third phase of the company’s employee stock ownership plan (Draft) (method of subscribing non-public shares) and its summary, and agreed to submit it to the general meeting of shareholders for deliberation.
（3） On November 18, 2016, the independent directors of the company expressed independent opinions on the company’s employee stock ownership plan, unanimously agreed that the company would implement the employee stock ownership plan, and agreed to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
（4） The company held the third meeting of the third session of the board of supervisors on November 18, 2016. Because the supervisors Deng Feng, Wang Zhuo and Yang Liwei all needed to avoid voting on the proposal on the third phase of the company’s employee stock ownership plan (Draft) (method of subscribing non-public shares) and its summary, the number of non associated supervisors was less than 50% of the number of the board of supervisors and could not form a resolution, The proposal is directly submitted to the general meeting of shareholders of the company for deliberation.
（5） On January 5, 2017, the company held the first extraordinary general meeting of shareholders in 2017, deliberated and approved the proposal on the third phase of the company’s employee stock ownership plan (Draft) (way of subscribing non-public shares) and its summary, 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.
2、 Approval and authorization of this ESOP adjustment
According to the meeting documents provided by the company and the announcement published in the information disclosure media, the company has performed the following procedures for the adjustment of the employee stock ownership plan:
(i) From December 28, 2021 to January 3, 2022, the company held the second meeting of the holders of the third phase of employee stock ownership plan, deliberated and adopted the proposal on revising Hytera Communications Corporation Limited(002583) the third phase of employee stock ownership plan (Draft) (method of subscribing non-public shares) (Second Revision).
（2） According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan, which was deliberated and adopted at the first extraordinary general meeting of the company in 2017, the company held the 21st Meeting of the Fourth Board of directors on January 6, 2022, The proposal on revising Hytera Communications Corporation Limited(002583) the third phase of employee stock ownership plan (Draft) (the way of subscribing non-public Development Bank shares) (the second revised draft) was deliberated and adopted.
（3） On January 6, 2022, the company held the 18th meeting of the 4th board of supervisors to review the proposal on revising Hytera Communications Corporation Limited(002583) the third phase of employee stock ownership plan (Draft) (the way of subscribing non-public shares) (the second revised draft). Due to the avoidance of voting by related supervisors Tian Zhiyong, Luo Junping and Chen Junbo, a resolution could not be formed, In addition, the first extraordinary general meeting of the company in 2017 has passed 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, authorizing the board of directors to fully handle matters related to the employee stock ownership plan. Therefore, the proposal is submitted to the board of directors of the company for deliberation.
（4） The independent directors of the company expressed independent opinions on the adjustment of the employee stock ownership plan.
Based on the above, our lawyers believe that the company has fulfilled the necessary legal procedures for the adjustment of the employee stock ownership plan.
3、 Contents of this adjustment of employee stock ownership plan
According to the proposal on revising Hytera Communications Corporation Limited(002583) the third phase of employee stock ownership plan (Draft) (the way of subscribing non-public shares) (Second Revision) deliberated and adopted at the 21st Meeting of the Fourth Board of directors of the company, the adjustment contents of the employee stock ownership plan are as follows:
Sn before and after modification
Special note: special note:
4. Full subscription after the establishment of the ESOP 4. Full subscription after the establishment of the ESOP
The third employee stock ownership plan of China Securities Asset Management – Hytera Communications Corporation Limited(002583) is determined by the third employee stock ownership plan of China Securities Asset Management – Hytera Communications Corporation Limited(002583)
Target the asset management plan and entrust China Merchants Securities Co.Ltd(600999) to submit it to the asset management plan, China Securities Asset Management – Hytera Communications Corporation Limited(002583) No
Asset Management Co., Ltd. manages the phase III employee stock ownership plan and asset management plan
1. The main investment scope of directional capital under the third phase of the employee stock ownership plan is to purchase and hold shares of the company
The main investment scope of the property management plan is purchase and ticket holding. The employee stock ownership plan is adopted to subscribe for the company’s non
There are shares of the company. The employee stock ownership plan holds shares of listed companies through public offering
To subscribe for the company’s non-public offering of shares. The employee stock ownership plan was originally entrusted to China Merchants Securities Co.Ltd(600999)
Shares of listed companies. It is managed by Asset Management Co., Ltd. and is hereby changed
Self management for the company.
6、 Lock up period and duration of employee stock ownership plan
Restrictions and prohibitions – (III) implementation of employee stock ownership plan
2. Prohibited behavior deletion
China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. is deciding to buy
When selling the company’s shares, the board of directors of the company shall be consulted in time
Whether the secretary is in a stock trading sensitive period.
7、 Management mode of employee stock ownership plan VII. Management mode of employee stock ownership plan
3. Internal management power of the employee stock ownership plan
The institution is the holder’s meeting; The ESOP shall set up an organization as the holder’s meeting; Employee stock ownership plan
The management committee, the daily management committee supervising the ESOP, supervising the daily management of the ESOP, exercising shareholder power or regular management on behalf of the holder, exercising shareholder power on behalf of the holder or authorizing the management institution to exercise shareholder power; The company authorizes the management institution to exercise the shareholders’ rights; The board of directors of the company is responsible for drafting and revising the draft, and the board of directors is responsible for drafting and revising the draft, and handling the ESOP within the scope authorized by the general meeting of shareholders and other relevant matters of the ESOP within the scope authorized by the general meeting of shareholders; Other related matters of the employee stock ownership plan; The employee stock ownership plan will be entrusted to China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. to the original entrusted China Merchants Securities Co.Ltd(600999) Asset Management Co., Ltd. Management is now changed to self-management by the company.
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（3） Management Committee (III)
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4. The management committee shall perform the following duties: 4. The management committee shall perform the following duties:
(1) Be responsible for convening the shareholders’ meeting; (1) Be responsible for convening the shareholders’ meeting;
(2) Supervise ESOP on behalf of all holders (2) supervise the daily management of ESOP on behalf of all holders; Daily management of planning;
(3) Exercise shareholders’ rights on behalf of all holders (3) exercise shareholders’ rights on behalf of all holders or authorize the asset management institution to exercise shareholders’ rights; Profit; (4) Responsible for docking with asset management institutions (4) responsible for docking with asset management institutions;
Make; (5) Sign relevant agreements and contracts on behalf of the ESOP (5) sign relevant agreements and contracts on behalf of the ESOP;
Relevant agreements and contracts; (6) Manage the benefit distribution of employee stock ownership plan;
(6) Manage the benefit distribution of employee stock ownership plan; (7) (7) determine the ownership of the remaining shares of the ESOP, the remaining shares of the ESOP and the compulsory transfer shares;
Ownership of the forcibly transferred shares; (8) Handling staff
