Securities code: Meihua Holdings Group Co.Ltd(600873) securities abbreviation: Meihua Holdings Group Co.Ltd(600873) Announcement No.: 2022017 Meihua Holdings Group Co.Ltd(600873)
Announcement on Revising the purpose of the previous 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The purpose of repurchase is revised from the implementation of equity incentive plan and employee stock ownership plan to cancellation and reduce the registered capital of the company
Meihua Holdings Group Co.Ltd(600873) (hereinafter referred to as “the company”) held the 28th meeting of the 9th board of directors on March 11, 2022. At the meeting, the proposal on Revising the purpose of the previous share repurchase was deliberated and adopted, and the purpose of the previous share repurchase was revised and adjusted. The specific contents are announced as follows:
1、 Reasons and specific contents of adjustment
On October 12, 2020 and October 28, 2020, the company held the ninth meeting of the ninth board of directors and the first extraordinary general meeting of shareholders in 2020. The meeting deliberated and adopted the proposal on repurchase of shares of the company by means of centralized bidding transaction, and agreed that the company would use its own funds to repurchase shares of the company from the secondary market by means of centralized bidding transaction as treasury shares, One third of the follow-up funds will be used to reduce the registered capital, and the rest will be used for the follow-up implementation of equity incentive plan and employee stock ownership plan. The total amount of repurchase funds will not be less than 200 million yuan (inclusive) and not more than 40 million yuan (inclusive). The period of share repurchase will not exceed 12 months from the date of deliberation and approval by the board of directors.
As of the closing on September 28, 2021, the company has completed this repurchase, actually repurchased 34.222 million shares of the company, and the total amount of funds paid is 2004805 million yuan. According to the share repurchase plan, one third of the repurchased shares, namely 114073 million shares, are used to reduce the registered capital; The remaining 228147 million shares are used to implement the equity incentive plan and employee stock ownership plan, of which 4152397 shares have been used in the employee stock ownership plan in 2021. See the company’s website at Shanghai stock exchange for details（ http://www.sse.com.cn. ）Relevant announcements of disclosure. The purpose of the above repurchased shares is hereby revised. The purpose of repurchasing the remaining 18662300 shares (the remaining 22814700 shares minus the 4152397 shares used in the 2021 ESOP) is revised from the implementation of the equity incentive plan and the ESOP to injection and reduction of the company’s registered capital, with a total of Chengdu Ald Aviation Manufacturing Corporation(300696) 00 shares cancelled.
Except for the adjustment of the above matters, the company’s share repurchase plan and other matters in the repurchase report have not changed.
2、 Rationality, necessity and feasibility analysis of use adjustment
The adjustment of the purpose of share repurchase is based on the company’s operation and comprehensive consideration of future long-term development; It is more conducive to establish and improve the benefit sharing mechanism between employees and shareholders, further mobilize the enthusiasm and creativity of employees, and improve the cohesion of employees and the competitiveness of the company.
The adjusted use is in line with the interests of the company and all shareholders, and will not have a significant impact on the company’s daily operation, financial status, R & D ability, capital status, debt performance ability and future development, and will not affect the company’s listing status. The scheme is reasonable and feasible.
3、 Description of the impact of use adjustment on the company’s debt performance ability, sustainable operation ability and shareholders’ equity
The company’s repurchase will not lead to changes in the company’s control, nor will it change the company’s status as a listed company. The company’s equity distribution still meets the listing conditions. This adjustment will not affect the company’s debt performance ability, sustainable operation ability and shareholders’ equity.
4、 Decision making procedures for use adjustment
The company held the 28th meeting of the 9th board of directors on March 11, 2022. At the meeting, the proposal on Revising the purpose of the previous share repurchase was reviewed and approved, the purpose of the previous share repurchase was revised and adjusted, and the purpose of the share repurchase was revised from the implementation of equity incentive plan and employee stock ownership plan to cancellation, so as to reduce the registered capital of the company, The proposal has been deliberated and adopted at the meeting of the board of directors attended by more than two-thirds of the directors, complies with the provisions of the articles of association, and needs to be submitted to the general meeting of shareholders for deliberation.
5、 Opinions of independent directors
The independent directors believe that the company’s adjustment of the purpose of share repurchase complies with the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 7 – share repurchase and other laws and regulations, normative documents and the articles of association. Necessary procedures have been implemented for this decision, and relevant approval and decision-making procedures are legal and compliant. The company adjusted the purpose of the previous share repurchase based on the current situation and long-term development strategy of the company. The adjusted share repurchase scheme is in line with the interests of the company and all shareholders, will not have a significant impact on the company’s daily operation, financial status, debt performance ability and future development, will not affect the company’s listing status, and will not damage the company and all shareholders, Especially in the case of the legitimate interests of minority shareholders, the company is agreed to adjust the purpose of share repurchase.
It is hereby announced.
Meihua Holdings Group Co.Ltd(600873) board of directors March 11, 2002
