Securities code: Hangzhou Raycloud Technology Co.Ltd(688365) securities abbreviation: Hangzhou Raycloud Technology Co.Ltd(688365) Announcement No.: 2022006
Hangzhou Raycloud Technology Co.Ltd(688365)
Proposal on the chairman and actual controller of the company
Announcement of the company’s share repurchase
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 board of directors of Hangzhou Hangzhou Raycloud Technology Co.Ltd(688365) Technology Co., Ltd. (hereinafter referred to as “the company”) received the letter on proposing Hangzhou Hangzhou Raycloud Technology Co.Ltd(688365) Technology Co., Ltd. to repurchase the company’s shares from Mr. Tan Guanghua, chairman and actual controller of the company, on February 28, 2022. Mr. Tan Guanghua proposed 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. The specific contents are as follows:
1、 Basic information of the proposer and time of proposal
1. Proposer: Mr. Tan Guanghua, chairman and actual controller of the company
2. Proposed date: February 28, 2022
2、 Reasons and purposes of the proposer’s proposal to repurchase shares
Based on his confidence in the company’s future development and recognition of the company’s long-term value, Mr. Tan Guanghua, the chairman and actual controller of the company, 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, and effectively combine the interests of shareholders, the company and employees, Promote the healthy and sustainable development of the company, propose to the board of directors that the company buy back part of the issued RMB common shares (A shares) of the company through centralized bidding trading through the trading system of Shanghai stock exchange with self raised funds, and use them all for employee stock ownership plan or equity incentive at an appropriate time in the future.
3、 Content of the proposer’s proposal
1. Types of repurchased shares: RMB ordinary shares (A shares) issued by the company;
2. Purpose of Share Repurchase: all 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;
3. The way to buy back shares: through the centralized bidding transaction of the trading system of Shanghai Stock Exchange;
4. Term of Share Repurchase: within 12 months from the date when the board of directors deliberates and approves the repurchase plan; 5. Price of repurchased shares: no more than 20 yuan / share (including);
6. Total funds for share repurchases: the total funds for share repurchases shall not be less than 20 million yuan (inclusive) and not more than 40 million yuan (inclusive);
7. The number of shares repurchased and its proportion in the total share capital: 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 total share capital of the company. 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.
4、 The situation of the proposer buying and selling the shares of the company 6 months before the proposal
The proposer, Mr. Tan Guanghua, did not buy or sell shares of the company six months before the proposal.
5、 Increase / decrease plan of the proposer during the repurchase period
The proposer, Mr. Tan Guanghua, has no plan to increase or decrease the company’s shares during this repurchase
6、 Proposer’s commitment
The proposer, Mr. Tan Guanghua, promised that he would actively promote the company to convene the board of directors as soon as possible to consider the share repurchase, and would vote in favor of the company’s share repurchase proposal at the board of directors.
7、 Suggestions of the board of directors on share repurchase arrangements
In combination with the company’s recent stock price and business development plan, the board of directors of the company believes that it is feasible to repurchase shares at present. With regard to the above proposals, the company has formulated relevant share repurchase plans and submitted them to the 28th meeting of the second board of directors for deliberation.
It is hereby announced.
Hangzhou Raycloud Technology Co.Ltd(688365) board of directors March 4, 2022
