Stock Code: 002562 stock abbreviation: Brother Enterprises Holding Co.Ltd(002562) Announcement No.: 2021-071 bond Code: 128021 bond abbreviation: brother convertible bond
Brother Enterprises Holding Co.Ltd(002562)
Announcement on resolutions of the 10th meeting of the 5th board of directors
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.
Brother Enterprises Holding Co.Ltd(002562) (hereinafter referred to as “the company”) the notice of the 10th meeting of the 5th board of directors was sent to all directors in the form of e-mail on December 18, 2021. The meeting was held in the form of communication voting on December 21, 2021. There were 9 directors and 9 actual directors. The convening, convening and voting procedures of the meeting were in accordance with the company law of the people’s Republic of China And other laws, regulations, normative documents and relevant provisions of the articles of association.
The following resolutions were adopted at the meeting:
1、 The proposal on changing the purpose of share repurchase was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes. Independent directors expressed independent opinions.
For details, please refer to the securities times and cninfo（ http://www.cn.info.com..cn. ）Announcement on changing the purpose of share repurchase.
2、 The Convention on
<公司第一期员工持股计划（草案）及其摘要>
Proposal for
In order to establish and improve the benefit sharing mechanism between workers and owners, realize the consistency of the interests of the company, shareholders and employees, improve the cohesion of employees and the competitiveness of the company, and realize the sustainable development of the company, According to relevant laws and regulations, the company has drawn up the first phase of the company’s employee stock ownership plan (Draft) and its abstract. The employee stock ownership plan complies with the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies of China Securities Regulatory Commission And other relevant regulations, which is conducive to further improving the level of corporate governance. Voting results: 3 in favor, 0 against and 0 abstention. Directors Qian Zhida, Qian Zhiming, Zhou Zhongping, Li Jianping, Tang Yueqiang and Xiao Chunlei, who are affiliated directors of the employee stock ownership plan, abstained from voting, and the final consent votes accounted for 100% of the votes that should be voting. Independent directors expressed independent opinions.
For details, please refer to the securities times and cninfo（ http://www.cn.info.com..cn. ）The first phase of the company’s employee stock ownership plan (Draft) and its summary.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The Convention on
<公司第一期员工持股计划管理办法>
Proposal for
Voting results: 3 in favor, 0 against and 0 abstention. Directors Qian Zhida, Qian Zhiming, Zhou Zhongping, Li Jianping, Tang Yueqiang and Xiao Chunlei, who are affiliated directors of the employee stock ownership plan, abstained from voting, and the final consent votes accounted for 100% of the votes that should be voting.
For details, please refer to the securities times and cninfo（ http://www.cn.info.com..cn. ）Management measures for the first phase of employee stock ownership plan of the company.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s phase I employee stock ownership plan was reviewed and adopted
In order to ensure the smooth implementation of the company’s phase I employee stock ownership plan, the board of directors requests the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s employee stock ownership plan, including but not limited to the following matters:
(i) Authorize the board of directors to decide the establishment, change and termination of the employee stock ownership plan, including but not limited to the disqualification of the holder and early termination of the employee stock ownership plan in accordance with the provisions of the employee stock ownership plan;
（2） Authorize the board of directors to make decisions on the extension and early termination of the duration of the employee stock ownership plan;
（3） Authorize the board of directors to handle the relevant registration and settlement business involved in the employee stock ownership plan and other necessary matters;
（4） Authorize the board of directors to explain the company’s phase I employee stock ownership plan (Draft);
（5） Authorize the board of directors to change the criteria for determining the participants of the employee stock ownership plan;
（6） After the ESOP is reviewed and approved by the general meeting of shareholders, if the relevant laws, regulations and policies change during the implementation period, the board of directors shall be authorized to make corresponding adjustments to the ESOP according to the new policies;
（7） Authorize the board of directors to make decisions on changes in the management mode of the employee stock ownership plan;
（8） Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents.
The above authorization shall be valid from the date of approval by the general meeting of shareholders of the company to the duration of relevant matters.
Voting results: 3 in favor, 0 against and 0 abstention. Directors Qian Zhida, Qian Zhiming, Zhou Zhongping, Li Jianping, Tang Yueqiang and Xiao Chunlei, who are affiliated directors of the employee stock ownership plan, abstained from voting, and the final consent votes accounted for 100% of the votes that should be voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
For details, please refer to the securities times and cninfo（ http://www.cn.info.com..cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
6、 The proposal on the purchase of real estate and related party transactions by wholly-owned subsidiaries was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention. Related directors Qian Zhida and Qian Zhiming avoided voting. The number of affirmative votes shall account for 100% of the votes to be voted. The independent directors expressed their prior approval opinions and independent opinions.
For details, please refer to the securities times and cninfo（ http://www.cn.info.com..cn. ）Announcement on the purchase of real estate and related party transactions by wholly owned subsidiaries.
It is hereby announced.
Brother Enterprises Holding Co.Ltd(002562) board of directors
December 23, 2021
