Securities code: 300760 securities abbreviation: Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) employee stock ownership plan in 2022 (Draft)
of
Independent financial advisor Report
January 2022
catalogue
catalogue 2 I. interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of the employee stock ownership plan 6 (I) total amount of the employee stock ownership plan 6 (II) participants, determination criteria and holders of ESOP 6 (III) scale, stock source, capital source and purchase price of employee stock ownership plan 6 (IV) duration and lock-in period of employee stock ownership plan 8 (V) management mode of the employee stock ownership plan 10 (VI) change and termination of employee stock ownership plan and disposal of holder’s rights and interests 16 (VII) other contents of employee stock ownership plan 18 v. verification opinions of the independent financial consultant on the employee stock ownership plan 19 (I) verification opinions on whether the ESOP complies with policies and regulations 19 (II) verification opinions on the feasibility of the company’s implementation of the employee stock ownership plan 21 (III) impact of the implementation of the employee stock ownership plan on the company’s sustainable operation ability and shareholders’ equity 22 VI. conclusion 23 VII. Matters to be brought to the attention of investors 23 VIII. Documents for future reference and consultation methods 23 (I) documents for future reference 23 (II) consultation method 24 I. interpretation
In this independent financial advisory report, unless the context specifies, the following abbreviations have the following meanings: listed company, company, Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) refers to Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Shenzhen mairuisheng independent financial consultant refers to the independent financial consultant report of 2022 employee stock ownership plan (Draft) of Wu Medical Electronics Co., Ltd
Employee stock ownership plan, employee stock ownership index Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 employee stock ownership plan
Draft employee stock ownership plan and this plan refer to Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 employee stock ownership plan (Draft)
The holder indicates the employees of the company who participate in the employee stock ownership plan
Holder’s meeting means the meeting of holders of employee stock ownership plans
Management Committee means the Management Committee of the employee stock ownership plan
Measures for the administration of employee stock ownership plan refers to the measures for the administration of employee stock ownership plan in Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022
The underlying stock refers to Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) stock
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 refers to the guidance on the pilot implementation of ESOP by listed companies
See
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
In this independent financial adviser’s report, if there are differences in the mantissa between the sum of some total numbers and each number, these differences are rounded
It’s caused by intrusion.
2、 Statement
This independent financial consultant report accepts Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) to be employed as the independent financial consultant for the implementation of the employee stock ownership plan of the company. In accordance with the relevant provisions of the guiding opinions, this independent financial consultant report is issued according to the information provided by Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) and the information publicly disclosed, so as to evaluate the feasibility of Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) this employee stock ownership plan and whether it is conducive to the sustainable development of the company Whether it damages the interests of the company and its impact on the interests of shareholders, and express objective and impartial professional opinions.
This independent financial adviser’s report states:
(I) the information on which this report is based is provided by Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) or comes from the information publicly disclosed by Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) . Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) guarantees that all the data and information provided by Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) are true, accurate and complete without false records, major omissions or misleading statements, and assumes full responsibility for the authenticity, accuracy and integrity of the data and information; (II) the independent financial adviser issues this report in a professional attitude of honesty, trustworthiness, diligence and responsibility, and is responsible for the authenticity, accuracy and completeness of this report;
(III) the purpose of this report is to give opinions on the matters of the employee stock ownership plan, which does not constitute any investment suggestions for Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) , and the independent financial consultant is not responsible for the possible risks arising from any investment decisions made by the investors according to this report;
(IV) the independent financial adviser’s report invites investors to carefully read the full text of the announcement and relevant annexes of the employee stock ownership plan issued by Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) ;
(V) this report is only for Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) the purpose specified in the guidance when implementing the ESOP, and shall not be used for other purposes. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
The independent financial advisor’s report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the materials and information provided and publicly disclosed by Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) are true, accurate and complete;
(III) all parties involved in the implementation of the employee stock ownership plan can abide by the principle of good faith and fully perform all their obligations in accordance with the plan of the employee stock ownership plan and the terms of relevant agreements;
(IV) there is no significant adverse effect caused by other force majeure.
4、 Main contents of the ESOP (I) total amount of the 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. (II) participants, determination criteria and holders of ESOP 1. Determination of participants and determination criteria of ESOP
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.
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. 2. 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) scale, stock source, capital source and purchase price of employee stock ownership plan
1. Scale of underlying stock 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.
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, The number of underlying shares corresponding to the ESOP shares held by any holder shall not exceed 1% of the total share capital of the company (excluding the shares obtained by employees before the listing of the company’s initial public offering, the shares purchased by employees through the secondary market and the shares obtained through equity incentive).
2. Source of underlying stock involved in ESOP
The share source of the ESOP is Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) a ordinary shares repurchased by the company’s special account for repurchase.
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). The company’s share repurchase plan has been implemented, and the company’s share repurchase complies with the established share repurchase plan and the requirements of relevant laws and regulations. For details of the above, please refer to cninfo.com.cn Announcement disclosed on.
3. Determination method and pricing basis of stock purchase price of employee stock ownership plan
(1) Determination method of purchase price
The price of shares repurchased by the transferee company of the employee stock ownership plan is 50 yuan / share.
(2) Pricing basis
In order to promote the sustained, stable and rapid development of the company’s overall operation, safeguard the interests of shareholders, enhance the sense of responsibility and mission of the company’s management team and the company’s core backbone for the company’s growth and development, effectively retain excellent management talents, improve the company’s core competitiveness, and enable employees to share the benefits brought by the company’s sustainable growth, combined with the company’s operation and industry development, The employee stock ownership plan shall realize reasonable incentive to the participants at a reasonable cost.
The company believes that on the basis of legal compliance and the company’s existing cash compensation system, the company needs to further establish and improve the long-term incentive mechanism. Therefore, realizing the incentive to the participants of the employee stock ownership plan at a low incentive cost can really improve the work enthusiasm of the participants and effectively unify the interests of the participants with the company and its shareholders, So as to promote the realization of the company’s overall objectives. The company has comprehensively considered the employees’ willingness to contribute, set a lock-in period for the employee stock ownership plan, and defined the performance evaluation conditions at the company level required for unlocking. On the basis of referring to the company’s operation and industry development, and taking into account that the employee stock ownership plan needs to achieve the purpose of reasonable incentive to the participants at a reasonable cost, the restraint mechanism to the employees is fully considered while fully mobilizing the enthusiasm of the participants.
In addition, during the lock-in period of the ESOP, the participants need to pay the principal and bear the liquidity risk first, and the shares held in the ESOP can be unlocked only when the unlocking conditions for the performance assessment at the company level are met. The company’s share price is affected by the fluctuation of the secondary market, the profit after the expiration of the lock-in period cannot be specifically determined, and the company has not set the actual bottom or guarantee terms, nor made relevant commitments. The participants of the ESOP have fully considered their own risk tolerance, and there is no forced employee participation in the ESOP such as apportionment and forced distribution. Therefore, the pricing method of the transfer price of the employee stock ownership plan is reasonable and scientific, does not damage the interests of the company and all shareholders, and fully reflects the basic principle of “taking sole responsibility for profits and losses and taking sole risks” in the guiding opinions.
4. Funding sources of ESOP
The fund sources of the employee stock ownership plan are employees’ legal salary, self raised funds and other methods permitted by laws and regulations.
The company shall not provide advance, guarantee, loan and other financial assistance to employees, nor shall there be any arrangement for a third party to provide rewards, subsidies, subsidies and other details for employees to participate in the stock ownership plan. The capital source of the employee stock ownership plan does not involve leveraged funds, nor does it involve the company’s withdrawal of incentive funds.
The purchase price of the employee stock ownership plan is 50 yuan / share, and the total capital of the employee stock ownership plan does not exceed 152.4331 million yuan.
The employee stock ownership plan takes shares as the holding unit, and each share corresponds to one underlying share. The upper limit of the plan is 3048662 shares, and employees must subscribe for integral multiple shares. The specific number of shares held by the holder of the stock ownership plan shall be subject to the actual contribution paid by the employee at the end.
The amount of the employee’s final subscription to the stock ownership plan shall be subject to the actual contribution of the participants. If the holder fails to pay the subscription funds on time and in full, he will automatically lose the corresponding subscription rights. The shares to be subscribed can be declared for subscription by other qualified participants, and the Management Committee of the employee stock ownership plan can make the subscription according to the actual payment of employees
