Securities code: 002562 securities abbreviation: Brother Enterprises Holding Co.Ltd(002562) Announcement No.: 2022-005 bond Code: 128021 bond abbreviation: brother convertible bond
Brother Enterprises Holding Co.Ltd(002562)
Announcement on the completion of non transaction transfer of phase I employee stock ownership plan
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.
Brother Enterprises Holding Co.Ltd(002562) (hereinafter referred to as “the company”) held the 10th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors on December 21, 2021, and the first extraordinary general meeting of shareholders of the company in 2022 on January 10, 2022. The proposal on the first phase of the company’s employee stock holding plan (Draft) > and its summary and other proposals related to the employee stock ownership plan were deliberated and adopted. For details, please refer to the securities times and cninfo.com on December 23, 2021 and January 11, 2022（ http://www.cn.info.com.cn. ）Relevant announcements on.
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 the company’s phase I ESOP is hereby announced as follows:
1、 Stock source and scale of current employee stock ownership plan
1. Stock source of current employee stock ownership plan
The stock source of the current employee stock ownership plan is Brother Enterprises Holding Co.Ltd(002562) A-share common stock repurchased by the company’s special account for repurchase.
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, and disclosed the announcement on share repurchase plan of the company (Announcement No.: 2018-074) on September 4, 2018 and September 7, 2018 Supplementary announcement on share repurchase plan of the company (Announcement No.: 2018-076), and disclosed the repurchase report (Announcement No.: 2018-084) on October 17, 2018; On November 2, 2018, the announcement on initial repurchase of shares of the company (Announcement No.: 2018-091) was disclosed. The company held the 19th meeting of the 4th board of directors on February 22, 2019, deliberated and approved the proposal on adjusting the stock repurchase plan of the company, and disclosed the announcement on adjusting the stock repurchase plan of the company (Announcement No.: 2019-011) on February 23, 2019. As of the announcement date of the draft employee stock ownership plan of this period, the repurchase of the company has been completed. The total capital of the repurchase is RMB 30000260.48 (excluding transaction costs), the lowest price of stock transaction is RMB 4.12/share, the highest price is RMB 5.13/share, and the number of shares repurchased is 67912400 shares, accounting for 0.6390% of the current total share capital of the company.
2. Scale of underlying shares involved in the current employee stock ownership plan
The number of shares transferred this time is 67912400, accounting for 0.6390% of the current total share capital of the company.
2、 Subscription and non trading transfer of ESOP
1. Account opening
As of the disclosure date of this announcement, the company has opened a special account for the securities of the company’s phase I employee stock ownership plan in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the name of the securities account is ” Brother Enterprises Holding Co.Ltd(002562) – phase I Employee Stock Ownership Plan”, and the securities account number is “0899315703”.
2. Subscription of employee stock ownership plan
According to the first phase of the company’s employee stock ownership plan (Draft), the planned subscription shares of this phase of the employee stock ownership plan are 67912400 shares, and the actual subscription shares are 67912400 shares (including the reserved shares of 6212400 shares held by Mr. Qian Zhida), and the total actual subscription capital is 29.6098 million yuan. The actual subscription shares of the current employee stock ownership plan are consistent with the proposed subscription shares deliberated and approved by the general meeting of shareholders.
The capital sources of the current ESOP are the legal remuneration of employees, self raised funds and funds obtained by other means permitted by laws and regulations. Tianjian Certified Public Accountants (special general partnership) issued the capital verification report of Tianjian Yan (2022) No. 21 on January 19, 2022, The company has verified the actual availability of the subscription funds of the employee stock ownership plan as of January 17, 2022: the company has received the subscription funds of the employee stock ownership plan totaling twenty-nine million six hundred and nine thousand eight hundred and six yuan and forty cents (¥ 29609806.40).
As of the disclosure date of this announcement, all subscription funds in this ESOP have been paid in place.
3. Non transaction transfer of ESOP
On January 24, 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 ” Brother Enterprises Holding Co.Ltd(002562) special securities account for repurchase” opened by the company have been non tradable transferred to the special account of ” Brother Enterprises Holding Co.Ltd(002562) – phase I Employee Stock Ownership Plan” on January 21, 2022, and the number of transferred shares is 67912400, Accounting for 0.6390% of the current total share capital of the company.
According to the relevant provisions of the first phase of the company’s employee stock ownership plan (Draft), the duration of the employee stock ownership plan is 36 months, and the lock-in period of the underlying shares obtained is 12 months, which is calculated from the date when the company announces the last transfer of the underlying shares to the name of the employee stock ownership plan (i.e. January 21, 2022), and will terminate automatically after the expiration of the duration, It can also be terminated or extended in advance with the approval of the board of directors.
3、 The relationship between the current employee stock ownership plan and the identification of concerted action
1. Liu Qingquan and Qian Shiyao, holders of the current employee stock ownership plan, are immediate relatives of Qian Zhida, the actual controller of the company. However, Liu Qingquan and Qian Shiyao voluntarily give up their voting rights to indirectly hold the company’s shares due to their participation in the employee stock ownership plan, promise not to hold any position on the management committee, and give up their voting rights to elect members of the management committee, The ESOP will be independent of the above-mentioned personnel in terms of relevant operation and operation. Therefore, there is no consistent action arrangement or plan between the ESOP and the above-mentioned personnel.
2. The holders of this ESOP have not signed the agreement on concerted action or there are relevant arrangements for concerted action; The holder of this ESOP will give up the voting right of indirectly holding the company’s shares due to participating in this ESOP. There is no concerted action relationship between this ESOP and the company’s controlling shareholders, actual controllers, directors, supervisors and senior managers.
4、 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, according to the fair value on the date of grant of equity instruments, 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 first 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.
5、 Documents for future reference
Confirmation of securities transfer registration issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
It is hereby announced.
Brother Enterprises Holding Co.Ltd(002562)
Board of directors
January 25, 2002
