Securities code: 002562 securities abbreviation: Brother Enterprises Holding Co.Ltd(002562) Announcement No.: 2021-073 bond Code: 128021 bond abbreviation: brother convertible bond
Brother Enterprises Holding Co.Ltd(002562)
Announcement on changing the purpose of share repurchase
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.
Important content tips:
● purpose of share repurchase before this change: the amount of shares repurchased by the company for equity incentive plan or employee stock ownership plan is RMB 20 million – 40 million, and the amount of shares repurchased for converting convertible corporate bonds issued by listed companies is RMB 10 million – 20 million
● purpose of share repurchase after this change: the company plans to use all the shares repurchased for the employee stock ownership plan
● this change does not need to be submitted to the general meeting of shareholders for deliberation
Brother Enterprises Holding Co.Ltd(002562) (hereinafter referred to as “the company”) held the 10th meeting of the 5th board of directors on December 21, 2021. The meeting deliberated and adopted the proposal on changing the purpose of part of the repurchased shares. The company plans to change the purpose of part of the repurchased shares. The relevant matters are announced as follows:
1、 Introduction to early repurchase scheme
The 15th meeting of the 4th board of directors held on September 3, 2018 and the 3rd extraordinary general meeting of shareholders held on September 20, 2018 considered and approved the proposal on share repurchase plan of the company, which was approved on September 4, 2018 On September 7, 2018, the announcement on the share repurchase plan of the company (Announcement No.: 2018-074) and the supplementary announcement on the share repurchase plan of the company were disclosed (Announcement No.: 2018-076). The company plans to use its own funds with a repurchase amount of not less than 30 million yuan and not more than 100 million yuan to repurchase some social public shares of the company in centralized bidding and other ways permitted by laws and regulations. The repurchase price is not more than 10.00 yuan / share. The repurchased shares are intended to be used in the company’s equity incentive plan or employee stock ownership plan, and the repurchase period will be considered by the company’s general meeting of shareholders Within 12 months from the date of adoption of the share repurchase plan.
The company held the 19th meeting of the 4th board of directors on February 22, 2019, deliberated and adopted the proposal on adjusting the stock repurchase plan of the company, It also disclosed the announcement on adjusting the stock repurchase plan of the company on February 23, 2019 (Announcement No.: 2019-011): adjust the price of repurchased shares to no more than RMB 8.35/share, and the total amount of repurchased funds to no less than RMB 30 million and no more than RMB 60 million; among them, the amount of repurchased shares used in equity incentive plan or employee stock ownership plan is RMB 20 million-40 million, and the repurchased shares are used to convert listed companies The amount of corporate bonds convertible into shares issued is RMB 10 million-20 million; The specific total repurchase funds shall be subject to the total funds actually used for repurchase at the expiration of the repurchase period.
2、 Implementation of early repurchase plan
As of September 19, 2019, the company’s share repurchase period has expired and the implementation has been completed. The total number of shares repurchased by the company through centralized bidding is 6791240 shares, accounting for 0.6390% of the company’s current total share capital of 1062875330 shares. The lowest price of stock transaction is 4.12 yuan / share, the highest price is 5.13 yuan / share, and the total amount paid is 30000260.48 yuan (excluding transaction expenses).
3、 Main contents of this change
The company intends to change the purpose of share repurchase, The original plan changed from “the amount of the repurchased shares used in the equity incentive plan or employee stock ownership plan is RMB 20-40 million, and the amount of the repurchased shares used to convert the convertible corporate bonds issued by the listed company is RMB 10-20 million” to “all the repurchased shares used in the employee stock ownership plan”. Except for this change, other contents of the repurchase plan shall not be changed.
4、 Decision making procedure for change
This change has been deliberated and approved at the 10th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors held on December 21, 2021, according to the “specific authorization for the board of directors to handle this share repurchase” in the proposal on adjusting the stock repurchase plan of the company deliberated and approved at the first extraordinary general meeting in 2019, This change does not need to be submitted to the general meeting of shareholders for deliberation.
5、 Opinions of the board of supervisors
The company’s change in the purpose of share repurchase 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, the actual situation and development needs of the company, and agrees with the company’s change in the purpose of share repurchase.
6、 Opinions of independent directors
The 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 harm 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.
7、 Impact on the company
The purpose of this change of share repurchase is based on the actual situation of the company and the development needs of the company; All the shares to be repurchased this time are used in the employee stock ownership plan, which is conducive to further improving the incentive mechanism, fully mobilizing the work enthusiasm of employees, improving cohesion, realizing the consistency of the interests of the company, shareholders and employees, promoting the sustainable, stable and healthy development of the company, and there is no damage to the interests of the company and all shareholders.
8、 Documents for future reference
1. Resolutions of the 10th meeting of the 5th board of directors;
2. Resolutions of the 8th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 10th meeting of the 5th board of directors of the company
It is hereby announced.
Brother Enterprises Holding Co.Ltd(002562) board of directors
December 23, 2021
