Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760)
Measures for the administration of employee stock ownership plans
Chapter I General Provisions
Article 1 in order to standardize the implementation of Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) (hereinafter referred to as ” Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) ” or “company”) Employee Stock Ownership Plan (hereinafter referred to as “Employee Stock Ownership Plan”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “Securities Law”) Relevant laws and administrative regulations such as the guiding opinions of the CSRC on the pilot implementation of employee stock ownership plan 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 companies listed on GEM (hereinafter referred to as the “standardized operation guidelines”) The management measures for Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) employee stock ownership plan in 2022 (hereinafter referred to as the “management measures”) is hereby formulated in accordance with the normative documents and the articles of association and the Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) employee stock ownership plan (Draft) (hereinafter referred to as the “draft employee stock ownership plan”).
Chapter II Formulation of employee stock ownership plan
Article 2 purpose of employee stock ownership plan
The company has formulated the draft ESOP 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.
Article 3 basic principles of employee stock ownership plan
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.
Article 4 participants, determination criteria and holders of ESOP
(I) participants and determination criteria of ESOP
1. The participants of the ESOP are determined in accordance with the company law, securities law, guiding opinions, guidelines for standardized operation, relevant laws, regulations, normative documents such as China Securities Regulatory Commission 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.
Article 6 capital source of employee stock ownership plan
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. The Management Committee of the employee stock ownership plan can adjust the list of participants and their subscription shares according to the actual contributions of employees.
Article 7 stock source and stock scale of employee stock ownership plan
(I) 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.
(II) 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.
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).
Article 8 duration, lock-in period and unlocking arrangement of employee stock ownership plan
(I) duration of the shareholding plan
1. The duration of the employee stock ownership plan is 48 months, calculated from the date of the last transfer of the subject stock to the employee stock ownership plan.
2. Before the expiration of the duration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended after more than 2 / 3 shares held by the holders attending the shareholders’ meeting are agreed and submitted to the board of directors for deliberation and approval. (II) lock up period and unlocking arrangement of the underlying shares of the shareholding plan
1. The subject shares obtained by the employee stock ownership plan through non trading transfer and other methods permitted by laws and regulations will be unlocked by stages 12 months after the company announces the last transfer of the subject shares to the name of the employee stock ownership plan, as follows:
The time point of the first batch of unlocking: 12 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the upper limit of the number of unlocked shares is 1 / 3 of the total number of the employee stock ownership plan.
The second batch of unlocking time point: it is 24 months from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan, and the upper limit of the number of unlocked shares is 1 / 3 of the total number of the employee stock ownership plan.
The third batch of unlocking time point: 36 months from the date when the company announced the last transfer of the subject stock to the name of the employee stock ownership plan, and the upper limit of the number of unlocked shares is 1 / 3 of the total number of the employee stock ownership plan.
2. Company performance appraisal
Unlocking of the first batch: compared with 2021, the growth rate of net profit attributable to the parent company in 2022 shall not be less than 20%.
Unlocking of the second batch: compared with 2021, the growth rate of net profit attributable to parent company in 2023 shall not be less than 44%.
Unlocking of the third batch: compared with 2021, the growth rate of net profit attributable to parent company in 2024 shall not be less than 73%.
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company as the calculation basis. If the equity of the shareholding plan is recovered due to the failure of the assessment at the company level, the recovery price shall be returned to the employee according to the lower of the sum of the original contribution amount of the underlying stock corresponding to the share plus the deposit interest of the bank in the same period and the sale income.
3. Trading restrictions on shareholding plans
The ESOP will strictly abide by the market trading rules, comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the prohibition of buying and selling stocks during the information sensitive period, and shall not buy and sell the company’s stocks during the following periods:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
Article 9 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
During the duration of the employee stock ownership plan, the shareholders’ meeting authorizes the management committee to exercise the shareholders’ rights corresponding to the shares held by the employee stock ownership plan on behalf of all shareholders and the employee stock ownership plan, including but not limited to the arrangements for the attendance, proposal, voting, etc. of the company’s shareholders’ meeting, as well as the arrangements for participating in the company’s cash dividend, share distribution, share conversion, etc. The employee stock ownership plan does not hold any bonds of the company and does not participate in arrangements such as interest conversion of corporate bonds. During the duration of the employee stock ownership plan, when the company finances by means of allotment of shares, additional issuance, convertible bonds, etc., the management committee shall discuss whether to participate in the financing and capital solutions, and submit them to the holders’ meeting for deliberation.
Article 10 procedures for implementing employee stock ownership plan
(I) the board of directors is responsible for preparing the draft of the shareholding plan.
(II) before implementing the ESOP, the company shall fully solicit the opinions of employees through the employee congress and other organizations.
(III) the board of directors deliberates the draft of the shareholding plan. Independent directors express independent opinions on whether the stock ownership plan is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether it forces employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(IV) the board of supervisors of the company shall express opinions on whether the stock ownership plan is conducive to the sustainable development of the company, whether it damages the interests of the company and all shareholders, and whether it forces employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
(V) within 2 trading days after the board of directors and the employee congress consider and approve the stock ownership plan, announce the resolution of the board of directors, the draft of the stock ownership plan and its summary, the opinions of independent directors, the resolution of the board of supervisors, etc.
(VI) the company employs a law firm to issue legal opinions on matters related to the shareholding plan.
(VII) the company shall issue the notice of convening the general meeting of shareholders and announce the legal opinion before convening the general meeting of shareholders. (VIII) hold a general meeting of shareholders to review the shareholding plan. The general meeting of shareholders will vote by combining on-site voting and online voting. The shareholding plan can be implemented after being approved.
(IX) the ESOP can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
Chapter III Management of employee stock ownership plan
The employee stock ownership plan is managed by the company itself. The internal top management authority of the ESOP is the shareholders’ meeting. A management committee is set up for the ESOP as the management Party of the ESOP, which is responsible for opening accounts related to the ESOP, daily management of the ESOP, and exercising shareholder rights on behalf of the ESOP. The board of directors of the company is responsible for drafting and revising the draft plan and handling other relevant matters of the employee stock ownership plan within the scope authorized by the general meeting of shareholders. The company has taken appropriate risk prevention and isolation measures to effectively safeguard the legitimate rights and interests of ESOP holders.
Article 11 shareholders’ meeting
The shareholders’ meeting is the internal top management authority of the employee stock ownership plan. All holders have the right to attend the holders’ meeting. The holder may attend and vote at the holders’ meeting in person or entrust a proxy to attend and vote on his behalf. The travel expenses, accommodation expenses, etc. of the holder and its agent attending the meeting of the holder shall be borne by the holder.
1. The following matters need to be considered at the shareholders’ meeting:
(1) To elect and recall members of the Management Committee;
(2) Change, termination and extension of the duration of the employee stock ownership plan;
(3) During the duration of the employee stock ownership plan, when the company finances by means of allotment, additional issuance, convertible bonds, etc., the management committee shall submit it to the holders’ meeting to consider whether to participate and the capital solution;
(4) Review and revise the measures for the administration of employee stock ownership plans;
(5) Authorize the management committee to supervise the daily management of the employee stock ownership plan;
(6) Authorize the management committee to exercise shareholders’ rights;
(7) Authorize the management committee to be responsible for the liquidation and property distribution of the employee stock ownership plan;
(8) Other matters that the Management Committee deems necessary to convene a shareholders’ meeting for deliberation.
2. The first holder meeting shall be convened and presided over by the Secretary of the board of directors or a designated person of the company, and the subsequent holder meeting shall be convened by the management committee and presided over by the director of the management committee. If the chairman of the management committee is unable to perform his duties, he shall appoint a member of the management committee to preside over the meeting.
3. The management committee shall submit the written notice of the meeting to all holders by direct delivery, mail, fax, e-mail or other means 3 days in advance. The written meeting notice shall at least include the following contents:
(1) Time and place of the meeting;
(2) Convening method of the meeting;
(3) Matters to be considered (meeting proposals);
(4) The convener and moderator of the meeting, the proposer of the interim meeting and his written proposal;
(5) Meeting materials necessary for voting at the meeting;
(6) The holder shall attend the meeting in person or entrust other holders to attend the meeting on his behalf;
(7) Contact person and contact information;
(8) Date of notification.
In case of emergency, the holder’s meeting may be convened by oral notice
