Securities code: 002859 securities abbreviation: Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) Announcement No.: 2022-002 bond Code: 128137 bond abbreviation: Jiemei convertible bond
Zhejiang Jiemei Electronic And Technology Co.Ltd(002859)
Announcement on the implementation progress of phase II employee stock ownership plan and the completion of non transaction transfer
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete,
There are no false records, misleading statements or material omissions.
Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) (hereinafter referred to as “the company”) deliberated and adopted the proposal on and its summary and other relevant proposals at the 19th meeting of the third board of directors held on November 30, 2021 and the second extraordinary general meeting of shareholders held on December 17, 2021, It is agreed that the company will implement the second phase of employee stock ownership plan (hereinafter referred to as “this Employee Stock Ownership Plan” or “this stock ownership plan”), and the proposal on Revising the second phase of employee stock ownership plan (Draft) > and its summary was deliberated and adopted at the 20th meeting of the third board of directors held on December 20, 2021, It is agreed that the company shall supplement and confirm the subscription price of the shareholding plan.
The stock source of this stock holding plan is the stock repurchased by the company’s special securities account for repurchase and the company’s stock purchased through the secondary market (including but not limited to block trading, competitive trading, etc.) or other methods permitted by laws and regulations. For details, please refer to China Securities Journal, securities times, Shanghai Securities News and cninfo.com published by the company on December 1, 2021, December 18, 2021 and December 21, 2021（ http://www.cn.info.com.cn. ）Relevant announcements.
In accordance with the guiding opinions on the pilot implementation of ESOP by listed companies and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions of the CSRC, the implementation progress of this share holding plan is hereby announced as follows:
1、 Capital source, stock source, account opening and non trading transfer of the shareholding plan
(I) capital source of the shareholding plan
The capital source of this share holding plan is the holder’s legal salary, self raised funds and other methods permitted by laws and administrative regulations. The total amount of funds raised by this share holding plan is 54413885.80 yuan, with “shares” as the subscription unit, each share is 1 yuan, and the number of shares of this share holding plan is 54413885. The company does not provide financial assistance or guarantee for loans to employees participating in the employee stock ownership plan.
(II) stock source, account opening and non trading transfer of the shareholding plan
1. Stock source of this share holding plan
The stock source of this stock holding plan is the stock repurchased by the company’s special securities account for repurchase and the company’s stock purchased through the secondary market (including but not limited to block trading, competitive trading, etc.) or other methods permitted by laws and regulations. The company held the 22nd Meeting of the second board of directors on August 28, 2019 to pass the proposal on repurchase of company shares, and held the 10th meeting of the third board of directors on December 4, 2020 to consider and pass the proposal on repurchase of company shares, and decided to repurchase shares for the company’s employee stock ownership plan or equity incentive.
As of September 17, 2021, through the special securities account for stock repurchase, the company has repurchased 5.32409 million shares in the form of centralized bidding transaction, accounting for 1.2985% of the total share capital of the company, and the actual average repurchase price is about 28.18 yuan / share. (since the company is in the conversion period of convertible corporate bonds, the total share capital referred to in this announcement is the number of shares on November 29, 2021.)
2. Account opening and non transaction transfer of the employee stock ownership plan
On December 22, 2021, the company completed the securities account opening of ” Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) – phase II Employee Stock Ownership Plan” in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and obtained the confirmation form for securities account opening. After that, the company successively opened corresponding securities accounts in Guosen Securities Co.Ltd(002736) Hangzhou branch and special bank accounts in China Merchants Bank Co.Ltd(600036) Hangzhou Chengxi sub branch. As of the disclosure date of this announcement, the company’s phase II employee stock ownership plan has completed the opening of special securities accounts and special bank accounts.
After the establishment of the shareholding plan, the priority shall be given to the transfer of Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) shares held in the company’s special repurchase account through non transaction transfer. If there is still capital balance in the shareholding plan after the transfer, the target shares shall be purchased through the secondary market (including but not limited to bidding transaction and block transaction). The price of the shares repurchased by the transferee company in the form of non transaction transfer is 98% of the average repurchase price of 28.18 yuan / share, i.e. 27.62 yuan / share.
On January 14, 2022, the company received the confirmation of securities transfer registration from China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. The company’s shares held in the special securities account for repurchase were transferred to the special account of ” Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) – phase II Employee Stock Ownership Plan” through non trading on January 13, 2022, 1970090 shares were transferred at 27.62 yuan / share (accounting for 0.48% of the total share capital of the company).
After the non trading transfer is completed, the stock ownership plan will no longer acquire shares through the secondary market purchase (including but not limited to block trading, competitive trading, etc.) or other methods permitted by laws and regulations. So far, the company has completed the stock transfer of the second phase of the employee stock ownership plan, and the stock lock-in period of the stock ownership plan is 12 months, Calculated from January 13, 2022, the non transaction transfer date, i.e. from January 13, 2022 to January 12, 2023.
2、 Identification of association relationship and concerted action relationship of the employee stock ownership plan
This ESOP does not constitute a concerted action relationship with the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company, as specified in the administrative measures for the acquisition of listed companies, as follows:
(I) some directors, supervisors and senior managers of the company intend to participate in the employee stock ownership plan, and the above holders are associated with the employee stock ownership plan. In addition to the above, the holders of this ESOP have no relationship with the company’s directors, supervisors and senior managers, and have not signed a concerted action agreement or relevant arrangements for concerted action.
The holders’ meeting is the highest authority of the ESOP. The management committee is elected at the holders’ meeting to supervise the daily management of the ESOP, and the shares held by the holders of the ESOP are relatively scattered.
(II) the shareholding ratio of the employee stock ownership plan to the company is low. When the general meeting of shareholders, the board of directors and the board of supervisors consider matters related to the employee stock ownership plan, the employee stock ownership plan and relevant directors and supervisors avoid voting.
(III) the ESOP avoided voting when the general meeting of shareholders considered the relevant proposals of the company’s transactions with directors, supervisors, senior managers and other participants.
3、 Accounting treatment of this employee stock ownership plan
According to the provisions of accounting standards for Business Enterprises No. 11 – share based payment: for equity settled share based payment in exchange for employee services that can only be exercised after completing the services in the waiting period or meeting the specified performance conditions, on each balance sheet date in the waiting period, based on the best estimate of the number of exercisable equity instruments, the fair value on the grant date of equity instruments shall be used, The services obtained in the current period shall be included in relevant costs or expenses and capital reserve. The company will conduct accounting treatment in accordance with relevant national accounting standards. The impact of the implementation of the employee stock ownership plan on the company’s operating results shall be subject to the annual audit report issued by the annual audit accounting firm.
The company takes the closing price of 34.31 yuan / share of the company’s shares on January 13, 2022 on the transfer date specified in the confirmation of securities transfer registration as the fair value of the equity instrument on the grant date. The transfer price of the employee stock ownership plan is 27.62 yuan / share, and the difference between the transfer price and the fair value on the grant date of equity instruments shall be included in relevant costs or expenses and capital reserve. After calculation, the company should confirm that the total cost is expected to be 13.1799 million yuan, and the amortization of ESOP expenses from 2022 to 2023 is calculated as follows:
Total expenses to be amortized (10000 yuan) 2022 (10000 yuan) 2023 (10000 yuan)
1,317.99 1,271.93 46.06
Note: the final result of the above impact on the company’s operating results will be subject to the annual audit report issued by the accounting firm.
The company will continue to pay attention to the implementation progress of the employee stock ownership plan and timely fulfill the obligation of information disclosure in accordance with relevant regulations. Please pay attention to the company’s announcement and pay attention to investment risks.
4、 Documents for future reference
(I) confirmation of securities transfer registration issued by Shenzhen Branch of China Securities Depository and Clearing Corporation.
It is hereby announced.
Zhejiang Jiemei Electronic And Technology Co.Ltd(002859) board of directors
January 15, 2022
