Securities code: S.F.Holding Co.Ltd(002352) securities abbreviation: S.F.Holding Co.Ltd(002352) Announcement No.: 2022018 S.F.Holding Co.Ltd(002352)
Announcement on the resolution of the 22nd 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.
S.F.Holding Co.Ltd(002352) (hereinafter referred to as “the company”) the 22nd Meeting of the 5th board of directors was notified by email on March 2, 2022. With the consent of all directors, it was held by means of communication voting in the company’s conference room on March 2, 2022. 12 directors should participate in this meeting, and 12 actually participated. The meeting was presided over by Mr. Wang Wei, chairman of the board of directors. The convening and convening of the meeting of the board of directors met the provisions of relevant national laws, regulations and the articles of association. After full discussion and deliberation, the meeting formed the following resolutions: 1. The meeting deliberated and adopted the proposal on the company’s share repurchase scheme by means of centralized bidding item by item
(I) purpose of share repurchase
Based on the confidence in the company’s future development prospects and high recognition of the company’s value, in order to further improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s core backbone and excellent employees, and jointly promote the long-term development of the company, the company comprehensively considers the business development prospect, operation, financial status Based on the future profitability and the recent performance of the company’s shares in the secondary market, it is planned to repurchase the company’s shares with its own funds through the secondary market for the implementation of the employee stock ownership plan or equity incentive plan.
Voting results: 12 in favor, 0 against and 0 abstention
(II) the repurchased shares meet the relevant conditions
The company’s share repurchase meets the following conditions at the same time:
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 repurchasing shares, the company has the ability of debt performance and sustainable operation;
4. After the share repurchase, the equity distribution of the company meets the listing conditions;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
Therefore, the share repurchase meets the conditions specified in Article 7 of the rules for share repurchase of listed companies and Article 10 of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase.
Voting results: 12 in favor, 0 against and 0 abstention
(III) method and price range of share repurchase
The way of share repurchase this time is to repurchase by centralized bidding.
The repurchase price shall not exceed RMB 70 / share, and the upper limit of the repurchase price shall not be higher than 150% of the average trading price of the company’s shares 30 trading days before the board of directors adopts the repurchase resolution. The actual repurchase price shall be determined by the company’s management during the implementation of the repurchase, in combination with the price of the company’s secondary market shares, the company’s financial status and operating conditions.
If the company has implemented bonus shares, conversion of capital reserve into share capital, cash dividends, allotment of shares and other ex rights and ex interests during the period of share repurchase, the upper limit of share 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.
Voting results: 12 in favor, 0 against and 0 abstention
(IV) type, purpose and quantity of repurchased shares, proportion in total share capital and total amount of funds to be used for repurchases
The type of shares repurchased this time is A-share social public shares issued by the company. The shares repurchased this time will be used to implement the employee stock ownership plan or equity incentive plan.
According to the calculation of the upper limit of repurchase amount of RMB 2 billion and the upper limit of repurchase price of RMB 70 / share, the number of shares that can be repurchased is expected to be no less than 285714 million shares, accounting for about 0.58% of the current total share capital of the company; According to the calculation of the lower limit of repurchase amount of RMB 1 billion and the upper limit of repurchase price of RMB 70 / share, the number of shares that can be repurchased is expected to be no less than 14285700 shares, accounting for about 0.29% of the current 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 implemented ex rights and ex interest matters such as bonus shares, capital reserve conversion to share capital, and share allotment during the share repurchase period, the number of shares repurchased shall be adjusted accordingly from the date of ex rights and ex interest of the share price.
The total amount of this repurchase shall not be less than RMB 1 billion and not more than RMB 2 billion.
Voting results: 12 in favor, 0 against and 0 abstention
(V) source of funds for share repurchase
The capital source of this share repurchase is the company’s own funds.
Voting results: 12 in favor, 0 against and 0 abstention
(VI) implementation period of share repurchase
The implementation period of this share repurchase is within 6 months from the date when the board of directors of the company deliberates and approves the repurchase plan. If the following conditions are met, the repurchase period will expire in advance:
1. If the repurchase amount reaches the maximum limit on the date of implementation of the repurchase plan, it will be used as of the expiration of the repurchase period;
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 of deliberation and approval by the board of directors.
Voting results: 12 in favor, 0 against and 0 abstention
(VII) specific authorization for the management to handle the share repurchase
In order to ensure the smooth implementation of this share repurchase, the board of directors authorizes the management to handle matters related to the repurchase in the process of this repurchase of the company’s shares, including but not limited to: choose the opportunity to repurchase shares within the repurchase period according to the repurchase plan, including the time, price and quantity of repurchase; Handle other matters related to 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.
Voting results: 12 in favor, 0 against and 0 abstention
The specific contents of the announcement on the implementation of employee incentive scheme through share repurchase through centralized bidding (Announcement No.: 2022019) are detailed in the securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day Announcement disclosed on.
The independent directors of the company expressed independent opinions on this matter. For details, see the company’s website on the same day (www.cn. Info. Com. CN.) Announcement disclosed on.
It is hereby announced.
S.F.Holding Co.Ltd(002352) board of directors
March 3, 2002
