Brother Enterprises Holding Co.Ltd(002562) phase I ESOP (Draft) Brother Enterprises Holding Co.Ltd(002562) phase I ESOP
(Draft)
December, 2001
statement
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the ESOP, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Risk statement
1. Brother Enterprises Holding Co.Ltd(002562) (hereinafter referred to as ” Brother Enterprises Holding Co.Ltd(002562) ” or “the company”) phase I employee stock ownership plan (hereinafter referred to as “the employee stock ownership plan” or “the plan”) can be implemented only after being approved by the general meeting of shareholders of the company. There is uncertainty whether the employee stock ownership plan can be approved by the general meeting of shareholders of the company.
2. The specific capital source, contribution proportion and implementation plan of the employee stock ownership plan are preliminary results, and there is uncertainty whether the implementation can be completed.
3. If the employee subscription ratio is low, there is a risk that the employee stock ownership plan cannot be established; If the employee subscription fund is insufficient, there is a risk that the employee stock ownership plan is lower than the expected scale.
4. The company will disclose relevant progress in accordance with the regulations. Please make careful decisions and pay attention to investment risks.
hot tip
1、 The Brother Enterprises Holding Co.Ltd(002562) phase I employee stock ownership plan (Draft) is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan And other relevant laws, administrative regulations, rules, normative documents and the provisions of the Brother Enterprises Holding Co.Ltd(002562) articles of association.
2. The employee stock ownership plan follows the principles of independent decision of the company, voluntary participation of employees and risk bearing, and there is no case of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
3、 The participants of the employee stock ownership plan are directors (excluding independent directors), supervisors, senior managers, middle and senior managers and business backbone personnel of the company. The total number of employees to participate in the employee stock ownership plan shall not exceed 80 (excluding reserved part and reserved agent holder), including 11 directors, supervisors and senior managers. The specific number of participants will be determined according to the actual contributions of employees.
4. The capital source of the employee stock ownership plan is the legal salary of employees, self raised funds and other methods permitted by laws and administrative regulations. The employee stock ownership plan is established with its own funds, and the company will not provide advance, guarantee, loan and other financial assistance to the holders in any way.
5. The stock source of the employee stock ownership plan is the shares that have been repurchased in the company’s repurchase special account. As of the announcement date of the draft employee stock ownership plan, the company’s repurchase has been completed, The total capital of the repurchase is RMB 30000260.48 (excluding transaction costs), the lowest price of stock repurchase is RMB 4.12/share, the highest price is RMB 5.13/share, the average repurchase price is RMB 4.42/share, and the number of shares repurchased is 6791240 shares, accounting for 0.6390% of the total share capital of the company.
The ESOP will obtain the company’s shares held in the company’s special securities account for repurchase by means of non trading transfer and other laws and regulations within 6 months after the deliberation and approval of the general meeting of shareholders. There is still uncertainty about the purchase of the final underlying shares. The final number of shares held shall be subject to the actual implementation, and the company will make a timely disclosure and announcement.
6. The price of the subject stock transferred by the holder of the employee stock ownership plan shall be determined according to the lower of the company’s average repurchase price of 4.42 yuan / share and 90% of the average price of 20 trading days before the shareholders’ meeting to review the employee stock ownership plan.
7. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the total number of shares corresponding to the share of employee stock ownership plan held by a single employee shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by the holder before the listing of the company’s initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive.
8. The duration of the employee stock ownership plan is 36 months, calculated from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan. The lock up period of the employee stock ownership plan is 12 months (including the reserved part). When the lock up period expires, it will be unlocked at one time, calculated from the date when the company announces the transfer of the last subject stock to the name of the employee stock ownership plan.
9. The financial, accounting treatment and tax and other issues of the company’s implementation of the employee stock ownership plan shall be implemented in accordance with the provisions of relevant financial systems, accounting standards and tax systems. The relevant individual income tax to be paid by the holder due to the implementation of the employee stock ownership plan shall be borne by the holder himself.
10. The holders of the employee stock ownership plan voluntarily give up the voting right of indirectly holding the company’s shares due to participating in the employee stock ownership plan, and only retain the dividend right and investment income right of these shares.
11. Before implementing the ESOP, the company will solicit employees’ opinions through the employee congress. The board of directors shall prepare the draft of the employee stock ownership plan and submit it to the general meeting of shareholders for deliberation. After being approved by the general meeting of shareholders, the board of directors shall be authorized to implement it. 12. During the duration, the employee stock ownership plan shall be managed by the company itself. The ESOP has a management committee to exercise shareholders’ rights other than dividend rights and investment income rights on behalf of the ESOP, and carry out daily management of the ESOP. 13. The shareholders’ meeting of the company to review the employee stock ownership plan will be conducted by combining on-site voting and online voting. The company will provide online voting platform to the shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system, and count and publicly disclose the votes of small and medium-sized investors separately, Shareholders can exercise their voting rights through the above system during online voting time.
14. After the implementation of the employee stock ownership plan, the company’s equity distribution will not meet the requirements of listing conditions.
catalogue
Declare that 1 risk warning 2 special tips 3 interpretation Chapter I General Provisions seven
2、 The basic principles of this ESOP 7 Chapter II participants, determination criteria and holders of ESOP eight
1、 Participants and determination criteria of employee stock ownership plan eight
2、 Scope of participants eight
3、 Holders eight
4、 Verification of participants Chapter III capital source, stock source, purchase price and scale of ESOP eleven
1、 The source of funds for the employee stock ownership plan eleven
2、 Stock sources involved in the employee stock ownership plan eleven
3、 The scale, purchase price and pricing basis of the employee stock ownership plan 11 chapter IV duration and lock-in period of the employee stock ownership plan thirteen
1、 The duration of this ESOP thirteen
2、 Lock up period of this ESOP thirteen
3、 Explanation on the rationality and compliance of the lock-in period of the employee stock ownership plan Chapter V Management Mode of employee stock ownership plan fifteen
1、 The management mode of this employee stock ownership plan fifteen
2、 The board of directors, the board of supervisors and the general meeting of shareholders of the company fifteen
3、 Holders’ meeting fifteen
4、 Management Committee eighteen
5、 Matters authorized by the general meeting of shareholders to the board of Directors Chapter VI rights and obligations of the company and its holders twenty-one
1、 Rights and obligations of the company twenty-one
2、 Rights and obligations of the holder Chapter VII asset composition, equity distribution and disposal of the employee stock ownership plan twenty-three
1、 The asset composition of the employee stock ownership plan twenty-three
2、 Equity distribution during the duration of the employee stock ownership plan twenty-three
3、 Disposal measures for shares held after the expiration of the employee stock ownership plan twenty-four
4、 When the holders of ESOP are no longer suitable to participate in the stock ownership plan, the disposal methods of their share rights and interests twenty-four
5、 Taxes and expenses to be borne by this ESOP 25 Chapter VIII participation mode of the ESOP during company financing Chapter IX change and termination of employee stock ownership plan twenty-eight
1、 Change of employee stock ownership plan twenty-eight
2、 Termination of employee stock ownership plan 28 Chapter X implementation procedures of employee stock ownership plan 29 Chapter XI other important matters thirty
interpretation
In this employee stock ownership plan, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Brother Enterprises Holding Co.Ltd(002562) / company / the company / listed company refers to Brother Enterprises Holding Co.Ltd(002562)
Company stock means Brother Enterprises Holding Co.Ltd(002562) common stock
This draft plan and this draft employee stock ownership plan refer to the Brother Enterprises Holding Co.Ltd(002562) phase I employee stock ownership plan (Draft), the draft employee stock ownership plan / employee stock ownership plan / this stock ownership index Brother Enterprises Holding Co.Ltd(002562) phase I employee stock ownership plan / this employee stock ownership plan
Participants, participants and holders refer to the employees of the company participating 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
The management measures refer to the management measures for Brother Enterprises Holding Co.Ltd(002562) phase I employee stock ownership plan
Subscription agreement of employee stock ownership plan refers to the subscription agreement of Brother Enterprises Holding Co.Ltd(002562) employee stock ownership plan
The underlying stock refers to Brother Enterprises Holding Co.Ltd(002562) A-Shares obtained under this shareholding plan
Securities account refers to the special securities account opened by the stock holding plan for the securities holders in the registration and Clearing Company
Shares, assets, equity and income refer to and include the shares of each year’s shareholding plan owned by the participants of the shareholding plan and the corresponding assets, equity and income
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
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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Disclosure guidelines No. 4 refers to the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan
Articles of association means the Brother Enterprises Holding Co.Ltd(002562) articles of association
RMB means RMB unless otherwise specified
There may be differences in the mantissa of some total amounts of the draft shareholding plan due to rounding.
Chapter I General Provisions
The draft plan is formulated in accordance with the company law, securities law, guiding opinions, other laws, regulations, normative documents and the articles of association and the principles of fairness, impartiality and openness.
1、 Purpose of the employee stock ownership plan
(i) Firm confidence in development
Based on the confidence in the company’s sustainable and stable development in the future and the recognition of the company’s value, better promote the company’s high-quality development.
（2） Establish sharing mechanism
Establish the benefit sharing mechanism between workers and owners, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company, so as to bring more efficient and lasting returns to shareholders.
（3） Improve the incentive system
Based on the current critical period of the company’s business development, the implementation of the employee stock ownership plan is conducive to further deepen the company’s incentive system, fully mobilize the enthusiasm and creativity of employees, attract and retain excellent management talents and business backbone, and improve the cohesion of employees and the competitiveness of the company.
2、 Basic principles of the employee stock ownership plan
(i) 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 company implements the employee stock ownership plan
