Securities code: 002583 securities abbreviation: Hytera Communications Corporation Limited(002583) Announcement No.: 2022-008 Hytera Communications Corporation Limited(002583)
Announcement on granting reserved stock options to incentive objects in 2021 stock option incentive plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Hytera Communications Corporation Limited(002583) (hereinafter referred to as “the company” or ” Hytera Communications Corporation Limited(002583) “) held the 22nd Meeting of the 4th board of directors on January 26, 2022, deliberated and adopted the proposal on granting reserved stock options to incentive objects under the 2021 stock option incentive plan, The board of directors considered that the reserved grant conditions specified in the 2021 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) of the company had been met, and agreed to grant 1 million stock options to 13 incentive objects on January 26, 2022. The relevant matters are explained as follows:
1、 Relevant procedures performed by the company’s 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 considered that the grant conditions specified in the stock option incentive plan of the company had been met and 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.
2、 Explanation of the difference between this reserved grant and the disclosed incentive plan (Draft)
There is no difference between the reserved grant and the disclosed incentive plan (Draft).
3、 The reserved grant conditions and the description of the board of directors on the achievement of the grant conditions
According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the incentive plan (Draft), the incentive object shall meet the following conditions at the same time:
(I) the company is not under any of the following circumstances:
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, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) 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 careful verification by the board of directors of the company, it is determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. It is considered that the conditions reserved for granting in this incentive plan have been achieved.
4、 Status of this reserved grant
(I) reserved grant date: January 26, 2022.
(II) the exercise price of reserved stock options: 5.37 yuan / share, which is the higher of the following two:
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.
During the period from the disclosure of this announcement to the completion of the stock option share registration of the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the exercise price and the number of rights and interests of the stock option will be adjusted accordingly according to the incentive plan (Draft).
(III) stock source: the company issues A-share common stock to the incentive object.
(IV) reserved grant quantity: 1 million copies.
(V) number of reserved grants: 13.
(VI) the distribution of stock options reserved for grant among incentive objects is shown in the table below:
Name: proportion of shares granted by position in the total number of reserved grants in the current total number of rights of the company (10000 shares) proportion of share capital
Kang Jiliang, director and chief financial officer 12% 0.01%
Middle management, core technology (business) 88% 0.05%
Backbone (12 persons)
Total 100% 0.06%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company. The proportion of reserved rights and interests shall not exceed 20% of the number of rights and interests to be granted in the incentive plan.
2. The above incentive objects do not include independent directors and supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
(VII) reserved exercise arrangements for granting stock options:
The waiting period of stock options reserved for grant in the incentive plan is the period between the grant date of stock options reserved for grant and the vesting date of stock options reserved for grant. The stock options reserved and granted in the incentive plan are exercised twice, and the corresponding waiting periods are 12 months and 24 months respectively.
The exercise period reserved for granting stock options in this incentive plan and the exercise schedule of each period are shown in the table below:
Exercise arrangement exercise time exercise proportion
Stock options are reserved to be granted from the first trading day after 12 months from the date of stock option authorization to
50% of the last trading day within 24 months from the date of authorization of the first exercise promissory note option
Stock options are reserved to be granted from the first trading day after 24 months from the date of stock option authorization to
50% of the last trading day within 36 months from the authorization date of the second exercise promissory note option
The vesting date must be a trading day and may not be exercised 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 prescribed by the CSRC and Shenzhen Stock Exchange.
(VIII) reserved exercise conditions for granting stock options:
3. Company level performance assessment requirements
The stock options reserved and granted in the plan shall be subject to performance evaluation and exercise annually in the two fiscal years of the exercise period, so as to meet the performance evaluation objectives as the exercise conditions of the incentive object.
The annual performance evaluation objectives of reserved stock options are shown in the table below:
Performance assessment objectives during the exercise period
Reserved for granting stock options
The net profit in 2021 shall not be less than 350 million yuan;
First exercise period
Reserved for granting stock options
The net profit in 2022 shall not be less than 420 million yuan.
Second exercise period
Note: the above “net profit” refers to the net profit attributable to the shareholders of the listed company in the audited consolidated financial statements, excluding the impact of the share based payment expenses involved in all equity incentive plans of the company and the impact of the provision of estimated liabilities for trade secrets and copyright infringement litigation cases between the company and Motorola within the validity period of the plan.
In view of the uncertainty of the company’s estimated liabilities for major litigation related to Motorola, and its impact on the net profit can not truly reflect the actual operation status of the company in the corresponding assessment year, it will be eliminated in the performance assessment of the plan.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be cancelled by the company.
2. Performance appraisal requirements at individual level
The annual assessment results of the company adopt the grade system, which is divided into S (excellent), a (excellent), B (normal performance of duties), C (to be improved) and D (unqualified). If the assessment result is above B (including B) and meets other exercise conditions, the exercise can be carried out according to the number of exercisable rights in the current year approved by the board of directors; If the assessment result grade is below B, according to the relevant provisions of the company’s equity incentive plan, the corresponding stock options of the current year shall not be exercised and shall be uniformly cancelled by the company.
Assessment and evaluation form
Grade s excellent a excellent B normal performance C to be improved D unqualified
Exercise proportion 100% 0%
5、 Fund arrangement related to the exercise of incentive objects
The company withholds and remitts the individual income tax and other taxes payable by the incentive object in accordance with the provisions of national tax laws and regulations. The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain stock options under this incentive plan, including providing guarantee for its loans.
6、 Impact of this reserved grant on the company’s operating results
