Securities code: 002174 securities abbreviation: Yoozoo Interactive Co.Ltd(002174) Announcement No.: 2022-006 Yoozoo Interactive Co.Ltd(002174)
Announcement on the resolutions of the 6th meeting of the 6th 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.
The sixth meeting of the sixth board of directors of Yoozoo Interactive Co.Ltd(002174) (hereinafter referred to as "the company") was held in the company's conference room, building 2, Huaxin business center, No. 711 Yishan Road, Xuhui District, Shanghai on February 11, 2022. The meeting notice was sent by email on February 9, 2022. The meeting shall be held by means of communication and voting. Nine directors should be present at the meeting, nine directors actually present, and the company's senior managers should attend the meeting as nonvoting delegates. The convening of the meeting complies with the relevant provisions of the company law and the articles of association, and is legal and effective.
The meeting was presided over by Ms. Xu Fenfen, chairman of the company. The directors attending the meeting deliberated and voted on the proposals of the meeting, and the following resolutions were formed:
1、 Deliberated and passed the proposal on share repurchase plan of the company
The directors present at the meeting voted on the following matters one by one:
(I) purpose of share repurchase
Based on the confidence in the company's future development prospects and the recognition of the company's value, and in order to further improve the company's long-term incentive mechanism, improve team cohesion and competitiveness, and effectively promote the company's long-term development, the board of directors agreed to repurchase the company's shares. The company plans to use its own funds to buy back the company's shares in the form of centralized bidding, and the repurchased company's shares are planned to be used for employee stock ownership plan or equity incentive. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, the shares repurchased by the company will be cancelled according to law.
The number of votes in favor of the proposal is 9; Negative vote: 0; There were no abstentions.
(II) the repurchased shares meet the relevant conditions
This repurchase meets the conditions specified in Article 10 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 - repurchase of shares (hereinafter referred to as the "repurchase guidelines"):
1. The company's shares have been listed for one year;
2. The company has no major illegal acts in the last year;
3. After this share repurchase, the company has the ability to perform its debts and the ability of sustainable operation;
4. After the completion of this repurchase, the equity distribution of the company meets the listing conditions;
5. Other conditions stipulated by the CSRC.
The number of votes in favor of the proposal is 9; Negative vote: 0; There were no abstentions.
(III) method and price range of share repurchase
1. The company plans to repurchase through centralized bidding transaction of Shenzhen Securities Exchange.
2. The company has determined that the price of the shares to be repurchased this time is no more than 20 yuan / share, which does not exceed 150% of the average stock trading price in the 30 trading days before the board of directors adopts the resolution on share repurchases. The specific repurchase price shall be determined by the management of the company authorized by the board of directors during the implementation of the repurchase, taking into account the stock price of the company's secondary market, the company's financial situation and operating conditions. During the repurchase period, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, stock reduction, share allotment and other ex rights and ex interests, the upper limit of repurchase price shall be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange from the date of ex rights and ex interests of share price.
The number of votes in favor of the proposal is 9; Negative vote: 0; There were no abstentions.
(IV) type, purpose and quantity of repurchased shares, proportion in the total share capital of the company and the total amount of funds to be used for repurchases
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 repurchased this time will be used for employee stock ownership plan or equity incentive, and the specific implementation method will be determined by the board of directors and the general meeting of shareholders in accordance with relevant laws and regulations.
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 capital of this repurchase shall not be less than 200 million yuan (inclusive) and not more than 300 million yuan (inclusive). If calculated according to the upper limit of repurchase amount and repurchase price, the number of shares that can be repurchased is expected to be about 15000000, accounting for about 1.64% of the current 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 that can be repurchased is expected to be about 10000000, accounting for about 1.09% of the current total share capital of the company. The specific number of shares repurchased shall be subject to the actual number of shares repurchased when the repurchase is completed. 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.
The number of votes in favor of the proposal is 9; Negative vote: 0; There were no abstentions.
(V) source of funds for share repurchase
The capital source of this share repurchase is the company's own funds.
The number of votes in favor of the proposal is 9; Negative vote: 0; There were no abstentions.
(VI) implementation period of share repurchase
The term of the company's share repurchase shall be within 12 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 immediately, and 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, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
2. The company shall not repurchase 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 and Shenzhen Stock Exchange.
The number of votes in favor of the proposal is 9; Negative vote: 0; There were no abstentions.
The independent directors of the company have expressed their agreed independent opinions. For details, the company published them on cninfo.com.cn on the same day Independent opinions of independent directors on relevant matters considered at the sixth meeting of the sixth board of directors of the company.
According to the relevant laws and regulations and the articles of association, the share repurchases of listed companies for employee stock ownership plans or equity incentives can be implemented after the resolutions of the board meeting attended by more than two-thirds of the directors, without submitting them to the general meeting of shareholders for deliberation.
The deliberation of this proposal complies with the above provisions and does not need to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) Announcement on share repurchase plan of the company.
2、 Deliberated and passed the proposal on Authorizing the management to handle the share repurchase
In order to ensure the smooth implementation of this share repurchase, the board of directors of the company agrees to authorize the management of the company 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 that must be reconsidered by the board of directors in accordance with relevant laws, regulations and the articles of association, they authorize the management to make corresponding adjustments to the specific scheme of the share repurchase and other relevant matters;
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.
This authorization starts from the date of deliberation and approval by the board of directors of the company to the date of completion of the above authorized matters.
The number of votes in favor of the proposal is 9; Negative vote: 0; There were no abstentions.
3、 Documents for future reference
(I) Yoozoo Interactive Co.Ltd(002174) resolution of the 6th meeting of the 6th board of directors;
(II) independent opinions of Yoozoo Interactive Co.Ltd(002174) independent directors on relevant matters considered at the sixth meeting of the sixth board of directors of the company
It is hereby announced.
Yoozoo Interactive Co.Ltd(002174) board of directors
February 11, 2022
