Securities code: 002562 securities abbreviation: Brother Enterprises Holding Co.Ltd(002562)
Brother Enterprises Holding Co.Ltd(002562)
Independent directors’ opinions on the 10th meeting of the 5th board of directors of the company
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the articles of association of Brother Enterprises Holding Co.Ltd(002562) (hereinafter referred to as the “articles of association”), the working system of independent directors and other relevant provisions, as Brother Enterprises Holding Co.Ltd(002562) (hereinafter referred to as the “company”) ）On the basis of carefully reviewing relevant materials, we express independent opinions on relevant matters considered at the 10th meeting of the Fifth Board of directors as follows:
1、 Independent opinions on the company’s change of the purpose of share repurchase
After review, we believe that the company’s change in the purpose of repurchasing the company’s shares is made in combination with the actual situation and development needs of the company and based on the consideration of the company’s sustainable development and value growth. The change in the purpose of repurchasing the company’s shares will not have a significant impact on the company’s financial, operating conditions and future development, and will not damage the interests of the company and all shareholders; The purpose of this change to repurchase the company’s shares complies with the relevant provisions of relevant laws and regulations such as the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange. We unanimously agree to change the purpose of share repurchase.
2、 Independent opinions on matters related to the implementation of phase I employee stock ownership plan by the company
After review, we believe that:
1. It is not found that the company is prohibited from implementing the employee stock ownership plan as stipulated in the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan and other laws and regulations;
2. The content of the company’s employee stock ownership plan complies with the provisions of relevant laws and regulations such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan, and there is no damage to the interests of the company and all shareholders, nor is there any apportionment Forced employees to participate in the ESOP by means of forced distribution; The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the holders of phase I employee stock ownership plans;
3. The company’s implementation of the employee stock ownership plan is conducive to establishing and improving the benefit sharing mechanism between workers and owners and improving the public
Securities code: 002562 securities abbreviation: Brother Enterprises Holding Co.Ltd(002562)
Long term and effective incentive and restraint mechanism of the company; Further improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, which is conducive to the sustainable development of the company;
4. When the board of directors of the company considered the ESOP, the directors associated with the company’s phase I ESOP avoided voting, and the procedures and decisions of relevant proposals were legal and effective.
Therefore, we agree that the company will implement the first phase of the employee stock ownership plan and submit the relevant proposals of the employee stock ownership plan to the general meeting of shareholders for deliberation.
3、 Independent opinions on the purchase of real estate and related party transactions by wholly-owned subsidiaries
After review, we believe that:
The real estate purchased by brother vitamin this time is used for the talent dormitory of management personnel, business backbone, college students and other employees. The real estate has convenient transportation and good public supporting facilities, which is conducive to providing brother vitamin employees with a stable, good and convenient living and living environment, improving the convenience of brother vitamin management and the timeliness of services, so as to improve employee satisfaction and sense of belonging, It is conducive to promoting the cultivation and introduction of brother vitamin talents, and meets the overall development needs of brother vitamins.
At present, the company is in good operating condition with abundant cash flow. The purchase of real estate will not affect the company’s cash flow and will not have a significant impact on the company’s financial status and operating results. According to the market rules, the transaction takes the evaluation price as the pricing reference basis and gives appropriate discounts. The transaction pricing is fair, without damaging the interests of the company, shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company. The related directors avoided voting according to law, and the voting procedures were legal and standardized. This related party transaction complied with the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and other relevant provisions. Therefore, we agree to this related party transaction.
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Securities code: 002562 securities abbreviation: Brother Enterprises Holding Co.Ltd(002562)
(there is no text on this page, which is the signature page of Brother Enterprises Holding Co.Ltd(002562) independent directors’ independent opinions on matters related to the 10th meeting of the Fifth Board of directors of the company)
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Gu Juying, Chu Guodi, Yu Biao
December 21, 2001
