Securities code: 002074 securities abbreviation: Gotion High-Tech Co.Ltd(002074) Announcement No.: 2022-003 Gotion High-Tech Co.Ltd(002074)
Announcement on the completion of non transaction transfer and share repurchase of phase III 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.
Gotion High-Tech Co.Ltd(002074) (hereinafter referred to as “the company”) held the 13th meeting of the 8th board of directors and the 13th meeting of the 8th board of supervisors on August 26, 2021, and the third extraordinary general meeting of shareholders in 2021 on September 15, 2021. The proposal on the third phase of the company’s employee stock ownership plan (Draft) > and its summary and other relevant proposals were considered and adopted. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on August 28, 2021 and September 16, 2021 Relevant announcements disclosed on. The company has completed the non transaction transfer of the third phase of the employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan”), and the total number of non transaction transfer shares is 3133684. In accordance with the guidance 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 main board listed companies and other relevant provisions of China Securities Regulatory Commission, the implementation progress of the ESOP is hereby announced as follows:
1、 Stock source and scale of the employee stock ownership plan
The stock source of the ESOP is the company’s A-share common stock that has been repurchased in the company’s special securities account for repurchase.
The company held the 17th meeting of the seventh board of directors and the second extraordinary general meeting of shareholders in 2018 on July 9, 2018 and July 25, 2018 respectively, and deliberated and adopted the proposal on the proposed repurchase of shares of the company to motivate key employees and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the repurchase of shares, It is proposed to use its own funds to repurchase the company’s shares in the way of centralized bidding transaction, block transaction or other laws and regulations for the implementation of equity incentive plan or employee stock ownership plan.
On January 17, 2019, the company opened the website at www.cn.info.com.cn The announcement on the completion of share repurchase of the company (Announcement No.: 2019-003) was disclosed. From the first share repurchase on August 9, 2018 to the completion of share repurchase on January 16, 2019, the company has purchased 15751560 shares through centralized bidding through the special account for share repurchase of the company, accounting for 1.3858% of the total share capital of the company at that time, The highest transaction price is 13.67 yuan / share, the lowest transaction price is 11.23 yuan / share, and the total transaction amount is 199966912.21 yuan (excluding transaction costs).
On November 14, 2019, the company transferred 12617876 shares of the company in the special securities account for repurchase to the special account for phase II employee stock ownership plan of the company through non transaction transfer. The remaining shares of the company in the special securities account for repurchase were 3133684 shares.
The repurchased shares used by the company for the employee stock ownership plan are 3133684 shares, accounting for 0.19% of the company’s current total share capital of 1664707835 shares. The subscription price of the employee stock ownership plan is 12.70 yuan / share, that is, the average share repurchase price of the company.
2、 Convening of the first shareholders’ meeting of the employee stock ownership plan
The first holders’ meeting of the employee stock ownership plan was held by means of communication on January 18, 2022. The meeting agreed to establish the Management Committee of the company’s phase III employee stock ownership plan, and elect Mr. Yang Dafa, Mr. Wang qisui and Ms. Hu Yaodi as members of the Management Committee of the company’s phase III employee stock ownership plan, with a term of office consistent with the duration of the employee stock ownership plan. Meanwhile, the third phase of the ESOP Management Committee is authorized to be responsible for the daily management and supervision of the ESOP and exercise shareholders’ rights on behalf of the holders.
On the same day, the first meeting of the Management Committee of the employee stock ownership plan elected Mr. Yang Dafa as the director of the management committee, and the term of office is consistent with the duration of the employee stock ownership plan.
Members of the management committee do not hold positions in the controlling shareholder or actual controller unit, and do not belong to more than 5% of the shareholders or actual controllers of the company. Among the members of the management committee, Mr. Wang qisui is the supervisor of the company. In addition, the members of the management committee are not related to the shareholders holding more than 5% of the company, actual controllers, directors, other supervisors and senior managers of the company. The Management Committee of the employee stock ownership plan will perform the responsibilities authorized by the holders’ meeting in accordance with the relevant provisions of the employee stock ownership plan.
3、 Subscription and non trading transfer of the employee stock ownership plan
1. Account opening
As of the disclosure date of this announcement, the company has opened a special account for the securities of phase III employee stock ownership plan in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the name of the securities account is ” Gotion High-Tech Co.Ltd(002074) Co., Ltd
2. Subscription and capital source of the employee stock ownership plan
According to the third phase of the company’s employee stock ownership plan, the total capital of the employee stock ownership plan shall not exceed 39.7978 million yuan when it is established. The “share” is taken as the subscription unit, and each share is 1.00 yuan. The upper limit of the number of shares of the employee stock ownership plan is 39.7978 million.
Suya Jincheng Certified Public Accountants (special general partnership) issued Suya Yan [2022] No. 1 capital verification report on January 13, 2022 to verify the capital contribution of the participants in the third phase of the company’s employee stock ownership plan as of January 12, 2022. According to our verification, as of January 12, 2022, your company has received a total of RMB 39797786.80 from employees participating in the employee stock ownership plan, all of which are contributed in currency.
As of the disclosure date of this announcement, all subscription funds in this ESOP have been paid in place. The fund sources of the employee stock ownership plan are employees’ legal salary, self raised funds and other methods permitted by laws and regulations. The company does not provide advance, guarantee, loan and other financial assistance to the holders of the employee stock ownership plan. The actual subscription is consistent with the content of the ESOP approved by the general meeting of shareholders, and does not exceed the upper limit of the number of shares approved by the general meeting of shareholders.
3. Non transaction transfer of the employee stock ownership plan
On January 19, 2022, the company received the confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. The repurchased shares held in the ” Gotion High-Tech Co.Ltd(002074) special securities account for repurchase” opened by the company have been transferred to the special account of ” Gotion High-Tech Co.Ltd(002074) – phase III employee Stock Ownership Plan” in the form of non transaction transfer on January 18, 2022, The number of transferred shares is 3133684, accounting for 0.19% of the total share capital of the company.
According to the third phase of the company’s employee stock ownership plan, the duration of the employee stock ownership plan is 48 months, which can be terminated or extended in advance with the deliberation and approval of the board of directors. If it is not extended at the expiration of the duration, it will be terminated automatically. The subject shares obtained by the employee stock ownership plan will be unlocked by stages 12 months after the draft of the employee stock ownership plan is considered and approved by the general meeting of the company and the company announces the last transfer of the subject shares to the name of the employee stock ownership plan (i.e. January 18, 2022). The maximum locking period is 36 months. After the expiration of the locking period, The rights and interests of the employee stock ownership plan will be distributed to the holders in three phases according to the company’s performance objectives and individual performance appraisal results of each year, and the unlocking proportions are 40%, 30% and 30% respectively.
4. Completion of disposal of repurchased shares
After the non transaction transfer is completed, the company holds 0 shares in the special securities account for repurchase. As of the disclosure date of this announcement, 15751560 shares repurchased by the company through the special securities repurchase account in the form of centralized bidding transaction have been fully used in the second phase of the company’s employee stock ownership plan and the third phase of the company’s employee stock ownership plan, accounting for 0.95% of the company’s current total share capital. As of the disclosure date of this announcement, all the shares repurchased in the company’s special securities account for repurchase have been processed, there is no difference between the actual purpose and the proposed purpose, and the repurchase matters comply with the implementation rules for share repurchase by listed companies of Shenzhen Stock Exchange.
4、 Description of association relationship and concerted action relationship of the employee stock ownership plan
The participants of the employee stock ownership plan include the company’s directors (excluding independent directors), supervisors and senior managers, as well as the related parties of the company’s actual controller. The above personnel are related to the employee stock ownership plan. When the company’s board of directors, board of supervisors and general meeting of shareholders consider the relevant proposals of the employee stock ownership plan, the relevant personnel have avoided voting. In addition to the above personnel, there is no association between the ESOP and other directors, supervisors, senior managers and the surviving phase II ESOP of the company. The controlling shareholder and actual controller of the company did not participate in the ESOP.
The shares held by the holders of the employee stock ownership plan are relatively scattered, and the directors, supervisors, senior managers and related parties of the actual controllers of the company participating in the employee stock ownership plan, as the holders, will avoid voting when the holders’ meeting and the management committee consider related matters, Any single holder cannot have a significant impact on the decisions of the shareholders’ meeting and the management committee. The employee stock ownership plan does not constitute a concerted action relationship with the controlling shareholders, actual controllers, directors, supervisors, senior managers and the surviving phase II employee stock ownership plan of the company as stipulated in the administrative measures for the acquisition of listed companies. Therefore, there is no need to avoid the ESOP when the general meeting of shareholders considers the proposals related to the transactions between the listed company and the related parties of the company’s directors, supervisors, senior managers and actual controllers.
5、 Accounting treatment of current 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 carry out corresponding accounting treatment in accordance with the provisions of accounting standards for Business Enterprises No. 11 – share based payment, continue to pay attention to the implementation progress of the third phase of 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.
6、 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.
Gotion High-Tech Co.Ltd(002074) board of directors January 21, 2002
