Securities code: 002602 securities abbreviation: Zhejiang Century Huatong Group Co.Ltd(002602) Announcement No.: 2022-004 Zhejiang Century Huatong Group Co.Ltd(002602)
Announcement on the resolution of the fifth meeting of the Fifth Board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The fifth meeting of the Fifth Board of supervisors 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 means of on-site combined with communication voting. With the unanimous consent of all supervisors, the notice of the meeting shall be sent by oral, e-mail, written documents and other means on the day of the meeting. Three supervisors should attend the meeting, three supervisors actually attended the meeting, and Mr. Huang Weifeng, the supervisor, attended the meeting by means of communication voting. The meeting was presided over by Mr. Wang Hui, chairman of the board of supervisors of the company. The convening, convening and voting of this meeting comply with the company law, the articles of association and other relevant provisions.
2、 Deliberation at the meeting of the board of supervisors
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: 3 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: 3 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: 3 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 this time shall not exceed RMB 10 / share, and shall 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 general meeting of shareholders. During the implementation of the repurchase, the board of directors of the company shall integrate the stock price of the company’s secondary market 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: 3 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: 3 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: 3 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.
3、 Documents for future reference
1. The resolution of the board of supervisors signed by the attending supervisors and stamped with the seal of the board of supervisors.
It is hereby announced.
Zhejiang Century Huatong Group Co.Ltd(002602) board of supervisors February 11, 2002
