Securities code: 002364 securities abbreviation: Hangzhou Zhongheng Electric Co.Ltd(002364) Announcement No.: 2022-01 Hangzhou Zhongheng Electric Co.Ltd(002364)
Announcement on the completion of non transaction transfer of phase II ESOP
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.
Hangzhou Zhongheng Electric Co.Ltd(002364) (hereinafter referred to as “the company”), the 18th meeting of the seventh board of directors held on November 16, 2021 and the third extraordinary general meeting of shareholders held on December 2, 2021, deliberated and adopted the proposal on the company’s phase II employee stock ownership plan (Draft) > and its summary and other proposals related to the employee stock ownership plan, 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”). For details, please refer to the company’s securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on November 17, 2021 and December 3, 2021 Relevant announcements on.
According to 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, the implementation progress of the company’s phase II ESOP is hereby announced as follows:
1、 Stock source and quantity of this ESOP
The stock source of this ESOP is 13111100 second repurchase shares deposited in the company’s special repurchase account.
On September 4, 2018, the company held the 16th meeting of the sixth board of directors to review and approve the plan on repurchase of shares of the company, and held the first extraordinary general meeting of shareholders in 2018 on September 20, 2018 to review and approve relevant proposals. On October 11, 2018, the company disclosed the repurchase report (Announcement No.: 2018-79). As of February 28, 2019, the second phase of the company’s repurchase plan has been completed. Through the special securities account for repurchase, 13111100 shares have been repurchased in the form of centralized bidding transaction, accounting for 2.33% of the company’s total share capital.
2、 Subscription and non transaction transfer of this ESOP
1. Account opening of this employee stock ownership plan
As of the disclosure date of this announcement, the company has opened a special account for the securities of the company’s phase II employee stock ownership plan in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the name of the securities account is ” Hangzhou Zhongheng Electric Co.Ltd(002364) – phase II Employee Stock Ownership Plan”, and the securities account number is 0899312329.
2. Subscription of this ESOP
The fund sources of this ESOP are employees’ legal salary, self raised funds and other methods permitted by laws and regulations. The employee stock ownership plan does not involve leveraged funds, and there are no arrangements for the company to provide rewards, subsidies, subsidies, etc. for employees to participate in the stock ownership plan.
According to the relevant provisions of the company’s phase II employee stock ownership plan, the total capital of this employee stock ownership plan shall not exceed RMB 61 million, with “shares” as the subscription unit, each share is RMB 1, and the total number of shares of this employee stock ownership plan shall not exceed 61 million. The total amount of actually subscribed capital of the employee stock ownership plan is 60311060 yuan, and the actual subscribed shares are 60311060. The actual subscribed shares do not exceed the upper limit of the proposed subscribed shares deliberated and approved by the general meeting of shareholders. Zhonghui Certified Public Accountants (special general partnership) issued the capital verification report No. Zhonghui Keyan [2022] 0031 on January 14, 2022.
3. Non transaction transfer of this ESOP
On January 20, 2022, the company received the confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. 13111100 shares of the company held in the ” Hangzhou Zhongheng Electric Co.Ltd(002364) special securities account for repurchase” opened by the company have been transferred to the special account of ” Hangzhou Zhongheng Electric Co.Ltd(002364) – phase II Employee Stock Ownership Plan” on January 19, 2022, Accounting for 2.33% of the total share capital of the company.
According to the second phase of employee stock ownership plan of the company, the duration of the employee stock ownership plan is 36 months, and the subject shares obtained are unlocked in two phases, with a maximum locking period of 24 months, calculated from the date when the company announces the transfer of the last subject shares to the name of the employee stock ownership plan (i.e. January 21, 2022).
3、 Relationship and concerted action relationship of this ESOP
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:
1. The ESOP has not signed a concerted action agreement with the controlling shareholder and actual controller of the company or there are relevant arrangements for concerted action.
2. Mr. Zhao Dachun, director Ms. sun Dan, director Ms. Liu Jie, supervisor Ms. Cen yangqun, supervisor Mr. Jin Jihong, senior executive Mr. Cai Zhuping, senior executive Mr. Duan Jianping and senior executive Mr. Qiu Xiangdong hold the shares of this ESOP. There is no relationship between the holders of the employee stock ownership plan, and there is no agreement on concerted action or relevant arrangement for concerted action.
3. 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.
4. The ESOP avoided voting when the general meeting of shareholders considered the proposals related to the transaction between the company and shareholders, directors, supervisors, senior managers and other participants.
5. The employee stock ownership plan remains independent in relevant operation and other matters. The holder meeting is the highest authority of the employee stock ownership plan. The holder meeting elects a management committee to be responsible for the daily management of the employee stock ownership plan. There is no association or concerted action relationship between this ESOP and the company’s existing phase I ESOP, and the company’s equity held by each phase of the company’s ESOP will not be calculated jointly.
4、 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 corresponding accounting treatment in accordance with the accounting standards for Business Enterprises No. 11 – share based payment. The data on 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 accounting firm.
5、 Documents for future reference
1. Confirmation of securities transfer registration issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
It is hereby announced.
Hangzhou Zhongheng Electric Co.Ltd(002364) board of directors
January 21, 2022
