Securities code: 300499 securities abbreviation: Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) Announcement No.: 2022-010 convertible bond Code: 123084 convertible bond abbreviation: Gaolan convertible bond
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Announcement on share repurchase results and share changes
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.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as "the company") held the 33rd meeting of the third board of directors on February 17, 2021, deliberated and adopted the proposal on share repurchase scheme of the company, and agreed that the company would use its own funds to repurchase some social public shares of the company in the form of centralized bidding transaction for the implementation of employee stock ownership plan or equity incentive. The total amount of funds used for share repurchase shall not be less than 25 million yuan (inclusive) and not more than 50 million yuan (inclusive), the repurchase price shall not exceed 8.50 yuan / share (inclusive), and the repurchase period shall not exceed 12 months from the date when the company's board of directors deliberates and approves the share repurchase plan. For details, please refer to cninfo.com on February 18, 2021 and February 20, 2021（ http://www.cn.info.com.cn. ）Announcement on share repurchase scheme of the company (Announcement No.: 2021-016) and repurchase report (Announcement No.: 2021-018) disclosed on the.
On August 30, 2021, the company held the 8th meeting of the 4th board of directors, deliberated and approved the proposal on adjusting the upper limit of share repurchase price, and agreed to adjust the upper limit of share repurchase price in the share repurchase scheme from 8.50 yuan / share (inclusive) to 14.00 yuan / share (inclusive). Except for the above adjustments, there is no change in other contents of the share repurchase plan. For details, please refer to the company's website at cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on adjusting the upper limit of share repurchase price (Announcement No.: 2021-101).
As of February 16, 2022, the company's share repurchase plan has been implemented. In accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - share repurchase (hereinafter referred to as "regulatory guidelines No. 9") and other relevant provisions, the specific conditions of this repurchase are hereby announced as follows:
1、 Implementation of share repurchase
1. On March 11, 2021, the Company repurchased the company's shares for the first time by means of centralized bidding, and disclosed the announcement on initial repurchase of company shares (Announcement No.: 2021-030) on March 12, 2021.
2. According to relevant regulations, the company disclosed the progress of repurchase within three days from the date when the proportion of repurchased shares in the total share capital of the listed company increased by 1%, and disclosed the progress of repurchase as of the end of last month within the first three trading days of each month during the repurchase period. For details, please refer to the announcement on the repurchase of 1% of the company's shares and the progress of repurchase (Announcement No.: 2021-061) and relevant progress announcements disclosed by the company on cninfo.com.
3. The actual repurchase period of the company is from March 11, 2021 to January 25, 2022. The cumulative number of shares repurchased by the company through centralized bidding transaction is 3371560 shares, accounting for 1.20% of the total share capital of the company. The maximum transaction price is 13.93 yuan / share, the minimum transaction price is 7.68 yuan / share, and the total amount paid is 30053977.40 yuan (excluding transaction costs). The repurchase complies with the requirements of the company's share repurchase plan and relevant laws and regulations, and the implementation of the share repurchase plan is completed.
2、 Explanation that there is no difference between the implementation of this share repurchase and the share repurchase plan
The number, price, source of funds, total amount of funds and implementation period of the company's actual share repurchase all comply with the relevant provisions of regulatory guidelines No. 9 and the proposal on share repurchase scheme of the company deliberated and adopted at the 33rd meeting of the third board of directors of the company The 8th meeting of the 4th board of directors deliberated and approved the proposal on adjusting the upper limit of share repurchase price. There is no difference between the actual implementation of share repurchase and the disclosed share repurchase scheme. The company has completed the repurchase according to the disclosed share repurchase scheme.
3、 Impact of the implementation of share repurchase scheme on the company
This share repurchase will not have a significant impact on the company's operation, profitability, finance, R & D, debt performance, etc., will not lead to changes in the company's control, will not change the company's status as a listed company, and will not lead to the company's equity distribution not in line with the listing conditions.
4、 Trading of shares of the company by relevant entities during the implementation of share repurchase
From the date of the company's first disclosure of the share repurchase plan to the day before the disclosure of this announcement, the trading of the company's shares by the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert are as follows: Mr. Li Qi, the chairman and the largest shareholder of the company, due to personal capital needs On January 24, 2022, 3744200 shares of the company were reduced through block trading and centralized bidding trading. For details, please refer to the company's announcement on cninfo.com on January 26, 2022（ http://www.cn.info.com.cn. ）Announcement on the early termination of share reduction plan and implementation results by the largest shareholder (Announcement No.: 2022-008).
In addition to the above circumstances, from the date of the company's first disclosure of the share repurchase plan to the day before the disclosure of this announcement, the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert have no other acts of buying and selling the company's shares, which is consistent with the increase or decrease plan disclosed in the share repurchase plan.
5、 Compliance statement on the implementation of share repurchase
The time, quantity and price of the company's share repurchase and the entrusted period of centralized bidding transaction comply with the relevant provisions of Articles 17, 18 and 19 of the regulatory guidelines No. 9. The details are as follows:
1. In compliance with the provisions of Article 17 on the sensitive period, the company did not repurchase the company's shares during the following periods:
(1) Ten and a half days before the announcement of the original trading report due to the reasons of the company's announcement;
(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.
2. Comply with the provisions of Article 18 on the number and rhythm of Repurchase: the cumulative trading volume of the company's shares in the five trading days before the date of the first repurchase of shares (March 11, 2021) is 14370100 shares. The maximum number of shares repurchased by the company every five trading days is 2784750 shares (from April 27, 2021 to May 6, 2021), which does not exceed 25% of the cumulative trading volume of the company's shares in the five trading days before the date of the first repurchase of shares (i.e. 3592525 shares).
3. Comply with the provisions of Article 19 on the price and time period of trading entrustment:
(1) The entrustment price shall not be the price limited by the trading increase of the company's shares on the same day;
(2) No entrustment of share repurchase shall be made within the opening call auction of the exchange, half an hour before the closing and within the trading day when the stock price has no limit on rise or fall;
(3) Other requirements stipulated by the CSRC and the exchange.
6、 Subsequent arrangements for repurchased shares
All the shares repurchased by the company this time are deposited in the special securities account for repurchasing. During the deposit period, the company does not enjoy the voting rights of the general meeting of shareholders, profit distribution, conversion of provident fund into share capital, allotment of shares, pledge and other rights. The shares repurchased by the company will be used to implement the equity incentive plan or employee stock ownership plan. The company will make timely arrangements and fulfill the obligation of information disclosure in accordance with the provisions of relevant laws and regulations. If the company fails to use the aforesaid shares within 36 months after they are repurchased according to law. The company will timely perform relevant decision-making procedures and information disclosure obligations according to the follow-up progress. Please pay attention to investment risks.
It is hereby announced.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) board of directors February 18, 2022
