Securities code: 002273 stock abbreviation: Zhejiang Crystal-Optech Co.Ltd(002273) Announcement No.: (2022) 014 Zhejiang Crystal-Optech Co.Ltd(002273)
Announcement on the resolution of the second meeting of the sixth board of directors
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.
1、 Meetings of the board of directors
The notice of the second meeting of the sixth board of directors of Zhejiang Crystal-Optech Co.Ltd(002273) (hereinafter referred to as “the company”) was delivered by e-mail, wechat and telephone on February 8, 2022. The meeting was held by means of communication voting at 10:00 a.m. on February 10, 2022. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The meeting is presided over by Mr. Lin min, chairman of the board. The meeting was held in accordance with laws, regulations, rules and the articles of association.
2、 Deliberations of the board meeting
1. The plan on repurchasing shares of the company was deliberated and adopted one by one;
(I) purpose and purpose of share repurchase
Based on the judgment of the company’s value and confidence in the future development, enhance the long-term investment value of the company’s shares, further improve the company’s long-term incentive mechanism and benefit sharing mechanism, fully mobilize the enthusiasm of employees, effectively combine the interests of shareholders, the company and the individual interests of the core team, promote the healthy and sustainable development of the company, and combine the current operation According to the financial situation and future development prospects, it is decided to use its own funds to buy back some social public shares of the company through centralized bidding for the implementation of employee stock ownership plan or equity incentive.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) method of share repurchase
The company’s share repurchase shall be conducted by means of centralized bidding from the secondary market.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) price, price range or pricing principle of repurchased shares
The price of the shares repurchased by the company this time is no more than 15.5 yuan / share (inclusive), which does not exceed 150% of the average trading price of the company’s shares 30 trading days before the board of directors passed the resolution on share repurchase. The specific repurchase price shall be determined by the board of directors of the company in combination with the stock price, financial status and operating conditions of the company during the implementation of the repurchase.
If the company has other ex rights and ex interests matters such as share distribution, conversion of capital reserve to share capital, cash dividend and share allotment during the repurchase period, the upper limit of the repurchase share price shall be adjusted accordingly from the date of ex rights and ex interests of the share price.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) the type, purpose and quantity of shares to be repurchased, the proportion in the total share capital and the total amount of funds to be repurchased
(1) Types of shares to be repurchased
RMB ordinary shares (A shares) issued by the company.
(2) Purpose of shares to be repurchased
The shares to be repurchased this time will be used to implement the employee stock ownership plan or equity incentive.
(3) The number of shares to be repurchased, the proportion in the total share capital of the company and the total amount of funds to be used for repurchases
The total amount of funds to be repurchased this time shall not be less than 100 million yuan (inclusive) and not more than 200 million yuan (inclusive), and the price of repurchased shares shall not exceed 15.5 yuan / share (inclusive). If repurchased according to the upper limit amount and share price, the number of shares that can be repurchased is expected to be 12.903225 million, and the proportion of repurchased shares accounts for about 0.93% of the total share capital of the company. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the expiration of the repurchase period.
If the company has other ex rights and ex interests matters such as share distribution, conversion of capital reserve into share capital, cash dividend and share allotment during the repurchase period, the number of repurchased shares shall be adjusted accordingly from the date of ex rights and ex interests of the share price.
Voting results: 9 in favor, 0 against and 0 abstention.
(V) source of funds for share repurchase
The capital source of the shares to be repurchased this time is the company’s own funds.
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) implementation period of share repurchase
The term of this share repurchase is within 6 months from the date when the board of directors deliberates and approves the share repurchase plan. During the implementation of the repurchase plan, if the trading of the company’s shares has been suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period may be postponed, and the postponed period shall not exceed the maximum period specified by the CSRC and the Shenzhen Stock Exchange.
(1) If the following conditions are met, the repurchase period will expire in advance:
① If the use amount of repurchase funds reaches the maximum within the repurchase period, the repurchase plan will be implemented, that is, the repurchase period will expire in advance from that date;
② If the board of directors of the company decides to terminate the repurchase plan in advance, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
The board of directors of the company will make the repurchase decision and implement it according to the market conditions during the repurchase period.
(2) The company shall not repurchase its shares during the following periods:
① If the announcement date is delayed due to special reasons within 10 trading days before the announcement of the company’s annual report and semi annual report, it shall be calculated from the 10 trading days before the original scheduled announcement date;
② Within ten trading days before the announcement of the company’s quarterly report, performance forecast and performance express;
③ From the date of occurrence of major events that may have a significant impact on the trading price of the company’s shares or in the process of decision-making to the date of disclosure according to law;
④ Other circumstances prescribed by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the plan on repurchasing shares of the company (Announcement No.: (2022) 016), please refer to the information disclosure media securities times and the information disclosure website cninfo.com http://www.cn.info.com.cn. 。
The independent directors of the company have expressed their independent opinions with explicit consent to this proposal. For details, please refer to the information disclosure website cninfo.com http://www.cn.info.com.cn. 。
2. The announcement on the purchase of equipment assets and related party transactions by the company was deliberated and adopted.
Voting results: Lin min, a related director, avoided voting, with 8 affirmative votes, 0 negative votes and 0 abstention.
For production needs, the company plans to purchase coating equipment from the company’s joint-stock company Co., Ltd., with a total transaction amount of 808.18 million yen (about 44.462 million yuan at the exchange rate on February 10, 2022). The related party transactions are detailed in the information disclosure media securities times and the information disclosure website cninfo.com http://www.cn.info.com.cn. Announcement on the purchase of equipment assets and related transactions by the company (Announcement No.: (2022) 017).
The independent directors of the company issued their prior approval opinions and independent opinions on the related party transactions, and the recommendation institution issued its verification opinions. See http / / www.cninfo.com.cn for details http://www.cn.info.com.cn. 。
3、 Documents for future reference
1. Resolutions of the second meeting of the sixth board of directors;
2. Prior approval opinions and independent opinions of independent directors on matters related to the second meeting of the sixth board of directors.
It is hereby announced.
Zhejiang Crystal-Optech Co.Ltd(002273) board of directors February 11, 2022
