Securities code: 002008 securities abbreviation: Han'S Laser Technology Industry Group Co.Ltd(002008) Announcement No.: 2022013 Han'S Laser Technology Industry Group Co.Ltd(002008)
Announcement on changing the purpose of share repurchase and cancellation
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.
Han'S Laser Technology Industry Group Co.Ltd(002008) (hereinafter referred to as " Han'S Laser Technology Industry Group Co.Ltd(002008) " or "the company") convened the ninth meeting of the seventh board of directors on January 27, 2022, and deliberated and adopted the proposal on changing the purpose of share repurchase and cancellation. Considering that the shares repurchased but not used by the company are about to expire, according to the actual financial situation, operation and future development strategy of the company, in line with the principle of safeguarding the interests of investors and enhancing investors' confidence in the company, and taking into account the scale, effect and cost of equity incentive, The company plans to change the purpose of repurchasing shares from "all for the company's employee stock ownership plan or equity incentive" to "all cancellation to reduce the registered capital". The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to go through the relevant procedures of share repurchase and cancellation. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The details are as follows:
1、 Basic information of repurchased shares
The company held the 18th meeting of the sixth board of directors and the second extraordinary general meeting of shareholders in 2018 on August 9, 2018 and August 27, 2018 respectively, and deliberated and adopted the plan on repurchase of shares of the company and other proposals. It is proposed to use not less than 50 million yuan (including 50 million yuan) and not more than 2 billion yuan (including 2 billion yuan) to buy back the company's shares in the form of centralized bidding transaction, block transaction or other ways allowed by supervision for the company's equity incentive plan, employee stock ownership plan or cancellation and reduction of registered capital according to law. If the company fails to implement the equity incentive plan or employee stock ownership plan, The shares repurchased by the company will be cancelled according to law. The term of share repurchase shall be within 6 months from the date when the share repurchase plan is considered and approved by the general meeting of shareholders. As of February 26, 2019, the company's plan to repurchase some social public shares has been implemented. From the first share repurchase on October 22, 2018 to February 26, 2019, 15335036 shares were repurchased through centralized bidding through the company's special account for share repurchase, accounting for 1.4371% of the total share capital as of February 26, 2019. The highest transaction price was 35.50 yuan / share and the lowest transaction price was 29.49 yuan / share, The total amount paid is 489998280.49 yuan (including transaction expenses). For details, please refer to cninfo.com, the designated information disclosure media of the company, published on February 28, 2019（ http://www.cn.info.com.cn. ）Announcement on the completion of the implementation of share repurchase of the company (Announcement No.: 2019011). The company held the 23rd Meeting of the sixth board of directors and the first extraordinary general meeting of shareholders in 2019 on March 22, 2019 and April 10, 2019 respectively, deliberated and adopted the proposal on determining the purpose of share repurchase, which made it clear that all the shares repurchased will be used for the company's employee stock ownership plan or equity incentive.
As of the date of this announcement, all the shares repurchased this time have been deposited in the company's special securities account for repurchase.
2、 Reasons and contents for changing the purpose of share repurchase this time
Considering that the shares repurchased but not used by the company are about to expire, according to the actual financial situation, operation and future development strategy of the company, in line with the principle of safeguarding the interests of investors and enhancing investors' confidence in the company, and taking into account the scale, effect and cost of equity incentive, The company plans to change the purpose of share repurchase from "all for later implementation of equity incentive plan or employee stock ownership plan" to "all cancellation to reduce registered capital". The total number of shares repurchased by the company is 15335036, accounting for 1.44% of the current total share capital of the company. After the cancellation, the total share capital of the company will be changed from 1067072719 shares to 1051737683 shares.
3、 Changes in share capital structure after the cancellation of the repurchased shares
Before and after this change
Nature of shares repurchased number of shares cancelled (shares)
Quantity proportion quantity proportion
1、 Shares with limited sales conditions 72946592 6.84% 0 72946592 6.94%
2、 Shares without sale conditions 994126127 93.16% 15335036 978791091 93.06%
Total share capital 1067072719 100.00% 15335036 1051737683 100.00%
Note: the final situation of the above changes in share capital structure shall be subject to the share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the purpose of share repurchase and cancellation are changed.
The change of the purpose of share repurchase and cancellation still need to be reviewed and approved by the general meeting of shareholders of the company, and apply to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. for cancellation procedures in accordance with relevant regulations. After this share cancellation, the equity distribution of the company still meets the listing conditions and will not change the status of the company as a listed company.
4、 The impact of this change in the purpose of share repurchase and cancellation on the company
This change in the purpose of share repurchase and cancellation is a decision made according to the company's actual operation and development strategy, which is conducive to further improving the level of earnings per share and effectively improving the investment return of the company's shareholders. It will not have a significant impact on the company's financial status and operating results, and there is no damage to the interests of the company and the rights of small and medium-sized investors.
5、 Opinions of independent directors
The independent directors believe that the change of the purpose of this share repurchase is made in accordance with the relevant provisions of laws and regulations such as the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. The change and cancellation of the purpose of the shares in the special repurchase account will not have a significant impact on the company's debt performance ability, sustainable operation ability and shareholders' equity, and will not lead to the company's equity distribution not meeting the listing conditions, nor will it affect the company's listing status. We unanimously agree to change the purpose of share repurchase and cancel the matter, and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
6、 Documents for future reference
1. Resolutions of the 9th meeting of the 7th board of directors;
2. Independent opinions of independent directors on relevant matters.
It is hereby announced.
Han'S Laser Technology Industry Group Co.Ltd(002008) January 28, 2022
