Securities code: 002602 securities abbreviation: Zhejiang Century Huatong Group Co.Ltd(002602) Announcement No.: 2022-003 Zhejiang Century Huatong Group Co.Ltd(002602)
Announcement on the resolution of the 5th meeting of the 5th 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 fifth meeting of the Fifth Board of directors of Zhejiang Century Huatong Group Co.Ltd(002602) (hereinafter referred to as “the company”) was held on February 11, 2022 in the conference room on the 11th floor of Building 1, No. 58 Haiqu Road, Pudong New Area, Shanghai by on-site combined with communication voting. With the unanimous consent of all directors, the notice of the meeting was sent out by oral, e-mail, written documents and other means on the day of the meeting. There were 9 directors who should attend the meeting, 9 directors actually attended the meeting, and non independent directors Wang Yifeng, Zhang Yunfeng, Liu Ming, Li Nachuan and independent directors Wang Qian, Li Feng and Yang Bo attended the meeting by means of communication voting. The meeting was presided over by Mr. Wang Ji, chairman of the company. The meeting was held in accordance with the company law, the articles of association and other relevant provisions. The following proposals were carefully considered and adopted by the directors attending the meeting:
2、 Deliberations at the board meeting:
1. The plan on repurchasing shares of the company was deliberated and adopted item by item
(1) Purpose and purpose of share repurchase
Voting results: 9 in favor, 0 against and 0 abstention.
Based on the confidence in the company’s future development prospects and the high recognition of the company’s value, in order to safeguard the interests of the majority of investors, enhance investor confidence, effectively improve the investment return of the company’s shareholders, improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s managers and core backbone, and improve the team cohesion and competitiveness, Effectively promote the long-term development of the company. The company plans to use its own funds or self raised funds to repurchase the company’s shares in the form of centralized bidding. The company’s shares repurchased are intended to be used for equity incentive plan, employee stock ownership plan or reduce the registered capital.
(2) Ways of repurchasing shares
Voting results: 9 in favor, 0 against and 0 abstention.
The way of share repurchase this time is to repurchase by means of centralized bidding transaction.
(3) Price or price range and pricing principle of repurchased shares
Voting results: 9 in favor, 0 against and 0 abstention.
Combined with the current financial and operating conditions of the company, it is determined that the repurchase price of the company does not exceed 10 yuan / share, and does not exceed 150% of the average stock transaction price in the 30 trading days before the board of directors adopts the share repurchase resolution. The specific repurchase price shall be authorized by the board of directors to integrate the stock price of the company’s secondary market during the implementation of the repurchase The company’s financial and operating conditions are determined.
During the period of share repurchase, dividend distribution and other matters, such as the stock price limit of the company’s share repurchase and dividend distribution shall be adjusted according to the provisions of the CSRC, and the stock price of the company’s capital stock shall be adjusted from the date of the implementation of dividend distribution and dividend distribution according to the provisions of the CSRC.
(4) Total amount and source of funds for share repurchase
Voting results: 9 in favor, 0 against and 0 abstention.
The total repurchase amount shall not exceed 1 billion yuan and not be less than 500 million yuan; The source of funds for this repurchase is the company’s own funds or self raised funds.
(5) Type, quantity and proportion of repurchased shares in total share capital
Voting results: 9 in favor, 0 against and 0 abstention.
The type of repurchased shares is A-share shares issued by the company, and the total amount of this repurchase shall not be less than 500 million yuan and not more than 1 billion yuan. If calculated according to the upper limit of repurchase amount and repurchase price, the number of repurchased shares is expected to be about 100000000 shares, accounting for about 1.34% of the total share capital of the company; According to the calculation of the lower limit of repurchase amount and the upper limit of repurchase price, the number of shares repurchased is expected to be about 50000000, accounting for about 0.67% of the total share capital of the company. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the completion of repurchase.
During the repurchase period, if the company implements dividend distribution, share distribution, conversion of capital reserve into share capital, stock subdivision, stock reduction, share allotment and other ex rights and ex interests, the number of repurchased shares shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange from the date of ex rights and ex interests of the share price.
(6) Implementation period of share repurchase
Voting results: 9 in favor, 0 against and 0 abstention.
The repurchase period shall be within 12 months from the date when the shareholders’ meeting 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.
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 immediately, and the repurchase period will expire in advance from that date.
2) If the board of directors decides to terminate the repurchase plan in advance, the repurchase plan shall be terminated from the date of expiration of the repurchase plan.
According to the authorization of the general meeting of shareholders, the board of directors of the company will choose the opportunity to make the repurchase decision according to the market conditions within the repurchase period and implement it according to law.
The company shall not repurchase its shares within the following periods:
1) Within ten trading days before the announcement of the listed company’s annual report, semi annual report, quarterly report, performance forecast or performance express;
2) From the date of occurrence of major events that may have a significant impact on the trading price of the company’s shares or during the decision-making process to the date of disclosure according to law;
3) Other circumstances prescribed by the CSRC.
The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation item by item.
After deliberation by the board of directors, according to the operation, finance and future development of the company, all directors agreed that even if the repurchase was conducted with the upper limit of RMB 1 billion, it would not damage the debt performance ability and sustainable operation ability of the listed company, and promised the above judgment.
The details of this repurchase are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）And the plan on repurchasing shares of the company (Announcement No.: 2022-002) of the securities times and the Securities Daily. The independent directors of the company expressed independent opinions on the matter. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of independent directors of the company on matters related to the fifth meeting of the Fifth Board of directors.
2. The proposal on requesting the general meeting of shareholders to authorize the board of directors and persons authorized by the board of directors to handle matters related to this share repurchase was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
In order to ensure the smooth progress of this share repurchase, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to this share repurchase within the scope of laws and regulations and in accordance with the principle of safeguarding the interests of the company and shareholders to the greatest extent. The contents and scope of authorization include but are not limited to:
(1) Within the scope permitted by laws and regulations, formulate a specific plan for this share repurchase according to the company and market conditions;
(2) If the regulatory authorities change the relevant conditions of the share repurchase or the market conditions, in addition to the matters required to be reconsidered by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association, authorize the board of directors and the persons authorized by the board of directors to make corresponding adjustments to the specific scheme of the share repurchase;
(3) Handle relevant approval matters, including but not limited to authorizing, signing, executing, modifying and completing all necessary documents, contracts, agreements and contracts related to this share repurchase;
(4) Establish a special securities account for repurchase and handle other related businesses;
(5) Choose the opportunity to repurchase shares according to the actual situation, including the time, price and quantity of repurchase;
(6) Handle other matters not listed above but necessary for this share repurchase;
The above authorization starts from the date of deliberation and approval of the general meeting of shareholders to the date of completion of the above authorized matters.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
The company plans to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Tuesday, March 1, 2022 in the company’s conference room in a combination of on-site and network. See securities times, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-005). 3、 Documents for future reference
1. Resolution of the 5th meeting of the 5th board of directors of the company;
2. Independent opinions of independent directors of the company on matters related to the fifth meeting of the Fifth Board of directors;
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Zhejiang Century Huatong Group Co.Ltd(002602) board of directors February 11, 2002
