Securities code: Hangzhou Raycloud Technology Co.Ltd(688365) securities abbreviation: Hangzhou Raycloud Technology Co.Ltd(688365) Announcement No.: 2022005
Hangzhou Raycloud Technology Co.Ltd(688365) about
Announcement on the share repurchase plan of the company by means of centralized bidding transaction
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
The main contents of the share repurchase plan of Hangzhou Hangzhou Raycloud Technology Co.Ltd(688365) Technology Co., Ltd. (hereinafter referred to as "the company") are as follows:
1. Purpose of shares to be repurchased: all repurchased shares will be used for employee stock ownership plan or equity incentive at an appropriate time in the future, and will be transferred within three years after the implementation result of share repurchase and announcement of share change; If the company fails to use up the repurchased shares within three years after the implementation result of share repurchase and the announcement date of share change, the unused repurchased shares will be cancelled. If the state makes adjustments to relevant policies, the repurchase scheme shall be implemented according to the adjusted policies;
2. Repurchase scale: the total repurchase funds shall not be less than 20 million yuan (inclusive) and not more than 40 million yuan (inclusive);
3. Repurchase price: no more than 20 yuan / share (inclusive), which is no more than 150% of the average trading price of the company's shares 30 trading days before the board of directors passed the repurchase resolution;
4. Repurchase period: within 12 months from the date when the board of directors deliberates and approves the repurchase plan;
5. Source of repurchase funds: the source of funds for this share repurchase is the self raised funds of the company.
Whether there is a reduction plan for relevant shareholders:
The company's directors, supervisors, senior managers, controlling shareholders, actual controllers, repurchase proponents and shareholders holding more than 5% of the shares have no plans to reduce the company's shares in the next three months and six months.
Relevant risk tips:
1. There is a risk that the stock price of the company continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure to implement the repurchase plan smoothly;
2. In case of major events that have a significant impact on the trading price of the company's shares, or major changes in the company's production and operation, financial conditions and external objective conditions, or other events that lead to the decision of the board of directors to terminate the repurchase plan, there is a risk that the repurchase plan cannot be implemented smoothly or the repurchase plan can be changed or terminated according to relevant regulations;
3. The shares repurchased by the company are intended to be fully used for the implementation of employee stock ownership plan or equity incentive at an appropriate time in the future. If the company fails to implement the above purposes within the time limit specified by laws and regulations, there is a risk of starting the cancellation procedure of the non transferred shares.
4. If the regulatory authorities issue new normative documents related to repurchase, resulting in the risk that the corresponding terms of repurchase need to be adjusted according to the new regulatory regulations during the implementation of this repurchase.
During the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions, and timely perform the obligation of information disclosure according to the progress of the repurchase of shares. Please pay attention to the investment risks. 1、 Review and implementation procedures of repurchase plan
(I) on March 3, 2022, the company held the 28th meeting of the second board of directors, deliberated and adopted the proposal on repurchase of company shares by means of centralized bidding transaction. All directors of the company attended the meeting and adopted the proposal with 9 votes in favor, 0 votes against and 0 abstentions. The independent directors expressed their independent opinions on this matter.
(II) according to Article 25 of the articles of association, the share repurchase plan does not need to be submitted to the general meeting of shareholders for deliberation.
(III) on February 28, 2022, the chairman and actual controller of the company proposed to buy back the company's shares to the board of directors of the company. The content of the proposal is to propose that the company buy back some RMB common shares (A shares) issued by the company through the trading system of Shanghai stock exchange with self raised funds in the form of centralized bidding trading. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 4, 2022 Announcement of Hangzhou Raycloud Technology Co.Ltd(688365) on the proposal of the chairman and actual controller of the company to repurchase shares of the company (Announcement No.: 2022006) disclosed on the.
On March 3, 2022, the company held the 28th meeting of the second board of directors, which deliberated and approved the above share repurchase proposal. According to Article 25 of the articles of association, the share repurchase plan does not need to be submitted to the general meeting of shareholders for deliberation.
The proposed time and procedures for share repurchases and the deliberation time and procedures of the board of directors are in line with the relevant provisions of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 - share repurchases.
2、 Main contents of repurchase plan
(I) purpose and purpose of the company's share repurchase
Based on confidence in the company's future development and recognition of the company's long-term value, in order to establish and improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's employees, improve the cohesion of the company's employees, effectively combine the interests of shareholders, the company and employees' personal interests, and promote the healthy and sustainable development of the company, The company plans to repurchase shares through centralized bidding transaction. The repurchased shares will be fully used for employee stock ownership plan or equity incentive at an appropriate time in the future.
(II) mode of Share Repurchase: centralized bidding transaction.
(III) repurchase period
Within 12 months from the date when the board of directors deliberates and approves the share repurchase plan. During the implementation of the repurchase, if the trading of the company's shares is suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase plan will be postponed and disclosed in time after the resumption of trading.
If the following conditions are met, the repurchase period will expire in advance:
1. If the use amount of repurchase funds reaches the upper limit within the repurchase period, the implementation of the repurchase plan is completed, and the repurchase period expires 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.
3. The company shall not repurchase shares during the following periods:
(1) Within 10 and a half days before the announcement and report of the original trading year due to special reasons; (2) Within 10 trading days before the announcement of the performance forecast or performance express of the listed company;
(3) From the date of occurrence of major events that may have a great 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 the Shanghai Stock Exchange.
(IV) purpose, quantity, proportion in the total share capital of the company and total capital of the shares to be repurchased
The repurchased shares will be fully used for employee stock ownership plan or equity incentive at an appropriate time in the future, and will be transferred within three years after the completion of the repurchase.
Total repurchase funds: no less than 20 million yuan (inclusive) and no more than 40 million yuan (inclusive).
Number of shares repurchased: Based on the company's current total share capital of 401 million shares, calculated according to the upper limit of the repurchase amount of 40 million yuan and the upper limit of the repurchase price of 20 yuan / share, the number of shares repurchased this time is 2 million shares, and the proportion of shares repurchased accounts for 0.50% of the company's total share capital. According to the calculation of the lower limit of the repurchase amount of 20 million yuan and the upper limit of the repurchase price of 20 yuan / share, the number of the repurchase is 1 million shares, accounting for 0.25% of the total share capital of the company.
The specific repurchase quantity and proportion in the total share capital of the company shall be subject to the actual repurchase situation of the company when the repurchase is completed or the repurchase implementation period expires. If the company implements ex rights and ex interests matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, stock reduction or allotment during the repurchase period, the company will adjust the number of repurchased shares accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
Repurchase purpose: the number of shares to be repurchased accounts for the total shares to be repurchased and the total repurchase implementation period
Proportion (%) of (10000 shares) (10000 yuan)
Used for ESOP 100200 0.25-0.502 Xj Electric Co.Ltd(000400) 0 from the board of directors of the company
Plan or share repurchase
12 from the date of the incentive plan
Within months
(V) price of this repurchase
The price of the shares repurchased this time shall not exceed RMB 20 / share (inclusive), and the 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 adopted the repurchase resolution. The specific repurchase price shall be determined by the company's management authorized by the board of directors during the implementation of the repurchase, based on the stock price in the secondary market.
If the company has implemented ex rights and ex interest matters such as conversion of capital reserve into share capital, cash dividends, distribution of stock dividends, allotment of shares, stock subdivision or stock reduction during the repurchase period, the company will adjust the upper limit of repurchase price accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
(VI) the total amount of funds for this repurchase is no less than 20 million yuan (inclusive) and no more than 40 million yuan (inclusive), and the source of funds is the self raised funds of the company.
(VII) expected changes in the company's equity structure after repurchase
According to the calculation of the lower limit of the repurchase amount of 20 million yuan (inclusive) and the upper limit of 40 million yuan (inclusive), and the upper limit of the repurchase price of 20 yuan / share, assuming that all the shares repurchased are used for employee stock ownership plan or equity incentive and are locked, the changes in the company's share structure are expected to be as follows:
Before this repurchase, the repurchase shall be carried out according to the upper limit of the repurchase amount and after the repurchase according to the lower limit of the repurchase amount
Shares
Number of shares in total number of shares in total number of shares in total number of shares in total shares
(share) principal ratio (share) principal ratio (share) principal ratio (%) (%)
Limited sales conditions
232692,280 58.03 234692,280 58.53 233692,280 58.28
Conditions for unlimited sale of tradable shares
168307,720 41.97 166307,720 41.47 167307,720 41.72
Tradable shares
Total share capital 4010 Ping An Bank Co.Ltd(000001) 00.004010 Ping An Bank Co.Ltd(000001) 00.004010 Ping An Bank Co.Ltd(000001) 00.00
Note: the share capital structure of the above company does not consider the shares of refinancing
(VIII) analysis of the possible impact of this share repurchase on the company's daily operation, finance, R & D, profitability, solvency, future development and maintaining its listing status
1. The share repurchase plan has little impact on the daily operation of the company. The repurchase funds will be paid at the right time within the repurchase period, which is flexible. As of September 30, 2021 (Unaudited), the total assets of the company were 1412212 million yuan, including 11137856 million yuan of net assets attributable to shareholders of listed companies and 6758684 million yuan of current assets. According to the calculation of the upper limit of the repurchase fund of 40 million yuan, accounting for 2.83%, 3.59% and 5.92% of the above financial data respectively. According to the company's operation and future development plan, the company believes that the repurchase of shares with an upper limit of RMB 40 million will not have a significant impact on the company's operation, finance, R & D and future development, and the company is able to pay the repurchase price.
2. The implementation of share repurchase has little impact on the company's solvency and other financial indicators. As of September 30, 2021 (Unaudited), the company's asset liability ratio is 21.13%, the total current liabilities are 269439400 yuan, and the total non current liabilities are 28896200 yuan. The share repurchase fund comes from the company's self raised funds, which will not have a significant impact on the company's solvency. The repurchased shares are intended to be used for employee stock ownership plan or equity incentive, which is conducive to establishing and improving the company's long-term incentive mechanism, fully mobilizing the enthusiasm of the company's employees, improving the company's R & D ability, core competitiveness and business performance, and promoting the company's long-term, healthy and sustainable development. Repurchasing shares will not damage the company's debt performance ability and sustainable operation ability.
(IX) opinions of independent directors on the compliance, necessity, rationality and feasibility of the share repurchase scheme
1. The shares repurchased by the company this time comply with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the opinions on supporting the repurchase of shares by listed companies, the rules for the repurchase of shares by listed companies, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 - repurchase of shares, and the voting procedures of the board meeting comply with relevant laws and regulations Relevant provisions of laws and regulations and the articles of association.
2. The total amount of the company's share repurchase fund is not less than 20 million yuan (inclusive) and not more than 40 million yuan (inclusive). The fund to be used for this repurchase is self raised by the company, which will not have a significant impact on the company's operation, finance and future development. The company is able to pay the repurchase price. After the repurchase, the equity distribution of the company meets the conditions of the listed company and will not affect the listing status of the company. 3. The implementation of the company's share repurchase is conducive to safeguarding the interests of the company and shareholders, establishing and improving the company's long-term incentive mechanism, fully mobilizing the enthusiasm of the company's employees and promoting the health of the company
