Securities code: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) securities abbreviation: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Announcement No.: 2022036 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Announcement on the resolution of the 27th 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.
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as “the company”) the 27th meeting of the 5th board of directors was held by means of communication on March 14, 2022.
The notice of convening this meeting was sent to the members of the board of directors by e-mail on March 12, 2022. This meeting was presided over by Mr. Xia Jun, chairman of the company. There were 6 directors who should attend the meeting and 6 directors who actually attended the meeting. The meeting reached a quorum and met the relevant provisions of the company law and the articles of association. After careful deliberation and voting by the directors attending the meeting, the following resolutions are formed:
1、 Deliberations of the board meeting
(I) the meeting deliberated and adopted the plan on repurchase of company shares item by item.
1. Purpose and purpose of share repurchase
(1) The purpose of Share Repurchase: Based on the confidence in the future development of the company, effectively safeguard the interests of the majority of shareholders and enhance the confidence of investors. At the same time, combined with the actual financial and operating conditions of the company, the company plans to repurchase shares.
(2) Purpose of repurchased shares: all the repurchased shares are intended to be used for equity incentive plan or employee stock ownership plan. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, the shares repurchased by the company will be cancelled according to law.
Voting results: 6 in favor, 0 against and 0 abstention.
2. The repurchased shares meet the relevant conditions
The shares repurchased by the company this time comply with Article 7 of the rules for share repurchases of listed companies and Article 10 of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchases:
(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 the share repurchase, the company has the ability of sustainable operation and debt performance;
(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.
Voting results: 6 in favor, 0 against and 0 abstention.
3. Method and price of shares to be repurchased
(1) The way to repurchase shares: through the stock trading system of Shenzhen Stock Exchange in the form of centralized bidding transaction.
(2) Price of shares to be repurchased:
The price of the shares repurchased this time shall not exceed 19.70 yuan / share, and shall not exceed 150% of the average trading price of the company’s shares 30 trading days before the company’s board of directors deliberated and adopted the share repurchase resolution. The actual repurchase price shall be determined by the company’s management authorized by the board of directors in combination with the company’s stock price, financial status and operating conditions during the implementation of the repurchase.
In case of ex right and ex dividend matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, stock subdivision, stock reduction, share allotment and others during the period of share repurchase, the price of the repurchased shares shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock exchange from the date of ex right and ex dividend of the share price.
Voting results: 6 in favor, 0 against and 0 abstention.
4. The type of shares to be repurchased, the total amount of funds to be repurchased, the quantity and the proportion in the total share capital of the company
(1) Type of repurchased shares: RMB ordinary shares (A shares) issued by the company.
(2) Total funds to be used for Repurchase:
The total amount of repurchase funds is 200 million yuan – 40 million yuan. The specific total amount of repurchase funds shall be subject to the total amount of funds actually used.
(3) Number of shares to be repurchased and proportion in the total share capital of the company:
According to the calculation of the upper limit of total repurchase funds of RMB 400 million and the upper limit of repurchase price of RMB 19.70/share, the shares to be repurchased are 200345 million shares, which does not exceed 1.32% of the total issued share capital of the company; According to the calculation of the lower limit of the total repurchase amount of RMB 200 million and the upper limit of the repurchase price of RMB 19.70/share, the shares to be repurchased are 10152300 shares, which is not less than 0.66% of the total issued share capital of the company.
The specific number of shares to be repurchased shall be subject to the actual number of shares repurchased by the company at the expiration or completion of the repurchase.
Voting results: 6 in favor, 0 against and 0 abstention.
5. Source of funds for share repurchase
All the funds for this share repurchase are the company’s own funds or self raised funds.
Voting results: 6 in favor, 0 against and 0 abstention.
6. Implementation period of share repurchase
(1) The implementation period of share repurchase shall be within 12 months from the date of deliberation and approval by the general meeting of shareholders. If the following conditions are met, the repurchase period will expire in advance:
1) Within the repurchase period, if the amount of repurchase funds reaches the maximum, the implementation of the repurchase plan is completed, that is, the repurchase period expires ahead of schedule;
2) If the general meeting of shareholders of the company decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date when the general meeting of shareholders decides to terminate the repurchase plan.
(2) The company shall not repurchase its shares during the following periods:
1) If the announcement date is delayed due to special reasons within 10 trading days before the announcement of the company’s annual report and semi annual report, it shall be calculated from the 10 trading days before the original scheduled announcement date;
2) Within ten trading days before the announcement of the company’s quarterly report, performance forecast and performance express;
3) From the date of disclosure to the date of the company’s decision-making, or from the date of major events that may have a significant impact on the company’s stock price;
4) Other circumstances prescribed by the CSRC.
(3) The company’s share repurchase shall meet the following requirements:
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.
(4) During the implementation of the repurchase plan, if the trading of the company’s shares has been suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period can be postponed. After the postponement, it shall not exceed the maximum period stipulated by the CSRC and the exchange. In case of such circumstances, the company will disclose in time whether to postpone the implementation.
Voting results: 6 in favor, 0 against and 0 abstention.
7. Specific authorization of the general meeting of shareholders for the board of directors to handle the share repurchase
In order to ensure the smooth implementation of the share repurchase, the general meeting of shareholders of the company is requested to authorize the board of directors and the authorized person of the board of directors to handle the matters related to the repurchase of social public shares, including but not limited to:
(1) Authorize the management of the company to set up a special securities repurchase account and handle other relevant affairs;
(2) Choose the opportunity to buy back the company’s shares according to relevant regulations, including the specific time, price, quantity and method of share repurchase;
(3) Prepare, modify, supplement, sign, submit, report and execute all agreements, contracts and documents occurred in the process of repurchasing some social public shares, and make relevant declarations;
(4) If laws and regulations, securities regulatory authorities have new provisions on share repurchase policies, or market conditions change, in addition to the matters requiring re voting by the general meeting of shareholders in accordance with relevant laws, regulations and normative documents and the articles of association, the specific implementation plan of this repurchase shall be adjusted in accordance with relevant laws, regulations and normative documents, Handle other matters related to this repurchase;
(5) In addition to matters requiring re voting by the general meeting of shareholders in accordance with relevant laws and regulations, normative documents and the articles of association, it is decided to continue to implement, adjust or terminate the repurchase plan according to market conditions, stock price performance, the actual situation of the company and other comprehensive decisions;
(6) After the implementation of share repurchase, if it is necessary to amend the articles of association, handle the amendment of the articles of association, the change of registered capital, and relevant industrial and commercial change registration;
(7) Other matters not listed above but necessary for this share repurchase.
This authorization starts from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the above authorized matters.
Voting results: 6 in favor, 0 against and 0 abstention.
See the company’s designated information disclosure website cninfo.com (www.cn. Info. Com. CN.) for details of the company’s plan on repurchasing some public shares.
The independent directors of the company have expressed clear opinions on this proposal. For details, see the company’s designated information disclosure website, http://www.cn.info.com.cn.
(II) the proposal on convening the third extraordinary general meeting of shareholders in 2022 was deliberated and adopted by the meeting with 6 affirmative votes, 0 negative votes and 0 abstention votes.
The board of directors decided to convene the third extraordinary general meeting of shareholders in 2022 at 14:30 on March 30, 2022.
For details of the notice on convening the third extraordinary general meeting of shareholders in 2022, please refer to the company’s designated information disclosure website, http://www.cn.info.com.cn.
2、 Documents for future reference
1. Resolution of the 27th meeting of the 5th board of directors.
It is hereby announced.
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) board of directors March 15, 2022
