Securities code: 300760 securities abbreviation: Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 employee stock ownership plan
(Draft)
January 2002
statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
The abbreviations of words in this part are consistent with the “interpretation”.
1. The ESOP can be implemented only after being approved by the general meeting of shareholders of the company. There is uncertainty whether the ESOP can be approved by the general meeting of shareholders of the company;
2. The capital source, contribution amount and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed;
3. The ESOP follows the principles of legal compliance, voluntary participation and risk bearing. If the subscription amount of employees is low, the ESOP may not be established; If the employee subscription fund is insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale;
4. The company will disclose relevant progress in the future according to regulations. Please make careful decisions and pay attention to investment risks;
5. The company’s stock price is affected by many complex factors, such as the company’s operating performance, macroeconomic cycle, political and economic situation outside China and investor psychology. Therefore, stock trading is an investment activity with certain risks, and investors should be fully prepared for it.
hot tip
The abbreviations of words in this part are consistent with the “interpretation”.
1. The employee stock ownership plan (Draft) for Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 is Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) (hereinafter referred to as “the company” or ” Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) “) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The guiding opinions on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “guiding opinions”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies (hereinafter referred to as the “standardized operation guidelines”) and other relevant laws, administrative regulations and rules Formulation of normative documents and the articles of association.
2. The employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced employee participation in the stock ownership plan such as apportionment and forced distribution.
3. The participants of the employee stock ownership plan are the core employees and technical backbones of the company. All participants must sign labor contracts or employment contracts with the company or its holding subsidiaries within the validity of the employee stock ownership plan. The total number of participants in this stock ownership plan shall not exceed 2700, and the specific number of participants shall be determined according to the actual contribution of employees.
4. The capital source of the ESOP is the legal salary of employees, self raised funds and other ways allowed by laws and regulations. The company will not provide advance, guarantee, loan and other financial assistance to the holders in any way. 5. The share source of the employee stock ownership plan is Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) a ordinary shares repurchased in the company’s special account for repurchase, with a total of no more than 3048662 shares, accounting for about 0.2508% of the current total share capital of 1215691266 shares.
At the 12th meeting of the 7th board of directors on August 24, 2021, the company deliberated and adopted the proposal on share repurchase scheme of the company, and disclosed the share repurchase report on August 28, 2021. As of September 1, 2021, the company has repurchased 3048662 shares of the company through the special securities account for share repurchase through centralized bidding transaction, accounting for 0.2508% of the total share capital of the company. The maximum transaction price is 335.00 yuan / share, the minimum transaction price is 316.18 yuan / share, and the total amount paid is 99990786.17 yuan (including transaction expenses).
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company does not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share ownership plan held by a single employee does not exceed 1% of the total share capital of the company. The total number of underlying shares does not include the shares obtained by the holder before the listing of the company’s initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive.
6. The duration of the employee stock ownership plan is 48 months, calculated from the date when the company announces the last transfer of the subject stock to the name of the employee stock ownership plan. The subject shares obtained by the employee stock ownership plan are unlocked in three phases. The unlocking time points are 12 months, 24 months and 36 months respectively from the date when the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, and the maximum locking period is 36 months. The proportion of the subject shares unlocked in each phase is 1 / 3, 1 / 3 and 1 / 3 respectively, The specific unlocking proportion and quantity of each year shall be calculated and determined according to the company’s performance indicators and the assessment results of holders.
The employee stock ownership plan will terminate automatically after the expiration of its duration, or it can be extended before the expiration of its duration. The duration of the employee stock ownership plan can be extended after more than 2 / 3 (including) shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval.
7. The price of shares repurchased by the transferee company of the employee stock ownership plan is 50 yuan / share.
8. The employee stock ownership plan shall be managed by the company after its establishment. The company establishes an ESOP Management Committee to exercise shareholders’ rights on behalf of ESOP holders, carry out daily management of the ESOP, and earnestly safeguard the legitimate rights and interests of ESOP holders; The Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 measures for the administration of employee stock ownership plans clearly stipulates the responsibilities of the management committee, and appropriate risk prevention and isolation measures have been taken to effectively safeguard the legitimate rights and interests of the holders of employee stock ownership plans. 9. The ESOP does not constitute a concerted action relationship with the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
10. Before implementing the employee stock ownership plan, the company shall solicit employees’ opinions through the employee congress; After the board of directors deliberates and approves the ESOP, the company will issue a notice of convening the general meeting of shareholders to deliberate the ESOP. The independent directors and the board of supervisors express clear opinions on the employee stock ownership plan. The employee stock ownership plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11. The company’s financial and accounting treatment and tax and other issues related to the implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant taxes to be paid by employees due to the implementation of the employee stock ownership plan shall be borne by the employees themselves.
12. The implementation of the employee stock ownership plan will not lead to the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
interpretation…… 4 I. purpose of employee stock ownership plan 5 II. Basic principles of employee stock ownership plan 5 III. participants, determination criteria and holders of ESOP 5 IV. scale, stock source, capital source and purchase price of employee stock ownership plan 6 v. duration, lock-in period and unlocking arrangement of employee stock ownership plan 8 VI. shareholders’ rights corresponding to the shares held by the employee stock ownership plan and the way of participation in the stock ownership plan during the company’s financing 9 VII. Change and termination of employee stock ownership plan and disposal of holder’s rights and interests 9 VIII. Management mode of employee stock ownership plan 11 IX. accounting treatment of employee stock ownership plan 17 X. procedures for implementing the employee stock ownership plan 17 Xi. Relationship of association and concerted action involved in the ESOP 18 XII. Other important matters eighteen
interpretation
In the draft plan, unless the context otherwise requires, the following abbreviations refer to the following meanings: Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) , the company and the company refer to Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760)
Employee stock ownership plan and employee holding Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022
Employee stock ownership plan
Draft of employee stock ownership plan and draft of Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 plan refer to employee stock ownership plan (Draft)
The holder indicates the employees of the company who participate in the employee stock ownership plan
Shareholders’ meeting means the shareholders’ meeting of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
Refers to the subject stock transferred and held by the employee stock ownership plan through legal means
Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) a ordinary shares
The Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 law of the Management Office of employee stock ownership plan refers to the measures for the management of employee stock ownership plan
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
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 guidance on the pilot implementation of ESOP by listed companies refers to
Opinions
The standardized operation guidelines refer to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies
Articles of association means the Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) articles of association
There may be differences in the mantissa of some totals in the draft plan due to rounding.
1、 Purpose of ESOP
The company has formulated the draft of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, guidelines for standardized operation and other relevant laws, regulations, normative documents and the articles of association. The purpose of the company’s plan to implement the employee stock ownership plan is to establish and improve the benefit sharing mechanism of employees and shareholders, improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, mobilize the enthusiasm and creativity of employees, and promote the long-term, sustainable and healthy development of the company. 2、 Basic principles of ESOP
1. 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 independent decision of the company, and the employees participate voluntarily. The company does not force the 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. 3、 Participants, determination criteria and holders of ESOP
(I) participants and determination criteria of ESOP
1. The participants of the employee stock ownership plan are determined in accordance with the company law, securities law, guiding opinions, guidelines for standardized operation, relevant laws, regulations, normative documents such as CSRC and Shenzhen Stock Exchange and the articles of association, and in combination with the actual situation.
2. The participants of the employee stock ownership plan are the core employees and technical backbones of the company. All participants must sign labor contracts or employment contracts with the company or its holding subsidiaries within the validity of the employee stock ownership plan.
(II) holders of ESOP
The total number of employees of the company participating in the employee stock ownership plan shall not exceed 2700. The specific shares held by the holder of the employee stock ownership plan shall be subject to the amount finally confirmed by the employee. If the holder fails to pay the subscription funds on time and in full, it shall be deemed that he has automatically waived the corresponding subscription rights.
If some employees give up their subscription, the board of directors authorizes the management committee to redistribute the equity shares to other qualified employees.
(III) verification of 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 lawyers employed by the company shall issue legal opinions on whether the qualifications of the participants comply with the company law, securities law, guiding opinions, standardized operation guidelines and other relevant laws and regulations, the articles of association and the relevant provisions of the employee stock ownership plan. 4、 Scale, stock source, capital source and purchase price of employee stock ownership plan
(I) scale of underlying shares involved in ESOP
The share source of the employee stock ownership plan is Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) a ordinary shares repurchased in the company’s special account for repurchase, with a total of no more than 3048662 shares, accounting for about 0.2508% of the current total share capital of 1215691266 shares. The specific number of shares is determined by the actual contribution of employees, and the company will timely perform the obligation of information disclosure as required.
