Securities abbreviation: Hytera Communications Corporation Limited(002583) securities code: 002583 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Hytera Communications Corporation Limited(002583)
2021 stock option incentive plan
Matters related to reservation grant
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. Hytera Communications Corporation Limited(002583) approval procedures for 2021 stock option incentive plan 7 v. opinions of independent financial consultant 9 VI. documents for future reference and consultation methods twelve
1、 Interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Hytera Communications Corporation Limited(002583) , the company, the company, refers to the listed company of Hytera Communications Corporation Limited(002583) (including subsidiaries)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Independent financial advisory report refers to the independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the grant of Hytera Communications Corporation Limited(002583) 2021 stock option incentive plan
Equity incentive plan and this plan refer to Hytera Communications Corporation Limited(002583) 2021 stock option incentive plan
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the provisions of the plan, some directors, senior managers and incentive objects of the company who obtain stock options refer to the middle-level managers and core technology (business) backbone (including holding subsidiaries) that the board of directors deems necessary to be encouraged
Option authorization date and grant date refer to the date on which the company grants stock options to incentive objects. The authorization date (grant date) must be the trading day
Waiting period refers to the period between the grant date of stock option and the vesting date of stock option
Exercise refers to the behavior that the incentive object exercises the stock options it owns according to the plan. In the plan, exercise refers to the behavior that the incentive object purchases the underlying shares according to the conditions set in the plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Hytera Communications Corporation Limited(002583) articles of association
CSRC and CSRC refer to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
RMB / 10000 refers to RMB / 10000
Note: 1. The financial data and financial indicators quoted in the independent financial consultant’s report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified. 2. In this independent financial adviser’s report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding. 2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) all parties involved in the incentive plan have assured the independent financial adviser that all documents and materials provided for issuing the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legitimacy, authenticity, accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the stock option incentive plan is fair and reasonable to Hytera Communications Corporation Limited(002583) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Hytera Communications Corporation Limited(002583) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on this report.
(III) 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.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the stock option incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial consultant has conducted in-depth investigation on the matters involved in the stock option incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of listed companies, salary management measures, resolutions of previous board of directors and general meeting of shareholders The company’s financial report and the company’s production and operation plan for the last three years and the latest period, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser’s report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other laws, regulations and normative documents, and based on the relevant materials provided by listed companies.
3、 Basic assumptions
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 information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval procedures for 2021 stock option incentive plan
1. On January 8, 2021, the company held the 11th meeting of the 4th board of directors, deliberated and adopted the proposal on and its summary, and the proposal on < Hytera Communications Corporation Limited(002583) 2021 stock option incentive plan implementation and assessment management measures Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2021 stock option incentive plan. The independent directors of the company expressed their independent opinions on the matter.
2. On January 8, 2021, the company held the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on and its summary, and the proposal on < Hytera Communications Corporation Limited(002583) 2021 stock option incentive plan implementation assessment management measures Proposal on verifying the list of incentive objects of the stock option incentive plan in 2021.
3. From January 13, 2021 to January 22, 2021, the company publicized the names and positions of the objects to be encouraged in the incentive plan through the company’s internal office platform. Within the time limit of publicity, the board of supervisors of the company has not received any objection related to the proposed incentive objects of the incentive plan. On January 23, 2021, the company disclosed the statement on the publicity of the list of incentive objects of the company’s 2021 stock option incentive plan and the audit opinions.
4. On January 27, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on and its summary and other relevant proposals. The board of directors of the company was authorized to determine the stock option grant date When the incentive object meets the conditions, grant stock options to the incentive object and handle all matters necessary for the grant of stock options. At the same time, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s stock option incentive plan in 2021.
5. On January 29, 2021, the company held the 12th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors to consider and adopt the proposal on granting stock options to the first incentive objects of the 2021 stock option incentive plan. The board of Directors considers that the grant conditions stipulated in the stock option incentive plan of the company have been fulfilled
Achievement, agreed to grant 23 million stock options to 568 incentive objects on January 29, 2021. The independent directors of the company expressed their independent opinions on the matter.
6. On March 25, 2021, the company disclosed the announcement on the completion of the registration of the first grant of stock option incentive plan in 2021. The company has decided to grant 22.986 million stock options to 561 incentive objects who meet the grant conditions on January 29, 2021 in accordance with the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission, Shenzhen Stock Exchange, Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and other relevant rules, The exercise price is 6.18 yuan / share. The company has completed the registration of the first grant of stock option incentive plan in 2021.
7. On January 26, 2022, the 22nd Meeting of the Fourth Board of directors and the 19th meeting of the Fourth Board of supervisors deliberated and adopted the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan. The independent directors of the company expressed their independent opinions on this. The board of supervisors verified this and issued verification opinions.
5、 Opinions of the independent financial adviser (I) description of the achievement of equity grant conditions
1. Hytera Communications Corporation Limited(002583) there is no situation that the equity incentive plan cannot be implemented as stipulated in the management measures:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Circumstances where equity incentive is prohibited by laws and regulations;
(5) Other circumstances identified by the CSRC that may not implement the equity incentive plan.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Hytera Communications Corporation Limited(002583) and the incentive object have not been under any of the above circumstances, and the reserved granting conditions of the company’s stock option incentive plan have been met. (II) verification of the grant date of this incentive plan
According to the authorization of the company’s first extraordinary general meeting in 2021, the reserved grant date of stock options determined at the 22nd Meeting of the Fourth Board of directors of the company is January 26, 2022.
After verification, the financial consultant believes that the determination of the reserved grant date of the company’s equity incentive plan complies with the relevant provisions of the administrative measures and the company’s 2021 stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”).
(III) this grant
The current grant of the company is consistent with the contents specified in the incentive plan (Draft) deliberated and approved by the first extraordinary general meeting of shareholders in 2021. The main contents are as follows:
1. Grant date: January 26, 2022
2. Exercise price: 5.37 yuan / share, whichever is higher:
(1) The average trading price of the company’s shares is 4.78 yuan / share one trading day before the announcement of the resolution on granting reserved stock options to the board of directors;
(2) The average trading price of the company’s shares 120 trading days before the announcement of the decision of the board of directors to grant reserved stock options is 5.37 yuan / share.
3. Stock source: the company issues A-share common stock to the incentive object
4. Number of awards: 1 million
5. Number of persons granted: 13
The distribution of stock options reserved for grant among incentive objects is shown in the table below:
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