Securities code: Xiamen Intretech Inc(002925) securities abbreviation: Xiamen Intretech Inc(002925) Announcement No.: 2022028 Xiamen Intretech Inc(002925)
Announcement of resolutions of the 19th meeting of the 4th 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.
The 19th meeting of the 4th board of directors of Xiamen Intretech Inc(002925) (hereinafter referred to as “the company”) was held on March 16, 2022 in Conference Room 806, building 3, Xiamen Intretech Inc(002925) Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Park, No. 100, Dongfu West Road, Haicang District, Xiamen. The notice of the meeting was delivered by e-mail on March 14, 2022. There were 9 directors who should attend the meeting, 9 actually attended the meeting, all directors attended the meeting, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Lin Songhua, chairman of the company. The convening and convening of the meeting met the relevant provisions of the company law of the people’s Republic of China and the articles of association.
After careful consideration by the directors attending the meeting, the following resolutions were adopted by means of show of hands and communication voting one by one:
1、 The board of directors deliberated and approved the proposal on the company’s share repurchase plan by means of centralized bidding one by one.
(I) purpose of share repurchase
Based on confidence in the company’s future development prospects and high recognition of the company’s value, 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. On the basis of considering the business development prospect, operation, financial status, future profitability and the recent performance of the company’s shares in the secondary market, the company plans to buy back the company’s shares with its own funds through the secondary market for the implementation of employee stock ownership plan or equity incentive.
Voting results: 9 in favor, 0 against and 0 abstention
(II) the repurchased shares meet the relevant conditions
The company’s share repurchase meets the following conditions:
1. The company’s shares have been listed for one year.
2. The company has not committed any major illegal act 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: 9 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 24.90 yuan / 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, taking into account the stock price of the company’s secondary market, 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: 9 in favor, 0 against and 0 abstention
(IV) the type, purpose and quantity of shares to be repurchased, the proportion in the total share capital and the total amount of funds to be repurchased
1. Types of shares to be repurchased
The type of shares repurchased this time is A-share social public shares issued by the company.
2. Purpose of shares to be repurchased
The shares repurchased this time will be used to implement the employee stock ownership plan or equity incentive. The specific implementation method will be determined by the board of directors and the general meeting of shareholders in accordance with relevant laws and regulations.
3. Total amount of shares to be repurchased and proportion of capital to be repurchased
According to the calculation of the upper limit of repurchase amount of RMB 200 million and the upper limit of repurchase price of RMB 24.90/share, it is estimated that the number of shares that can be repurchased is about 8032100, accounting for about 1.026% of the total share capital of the company; According to the calculation of the lower limit of repurchase amount of RMB 100 million and the upper limit of repurchase price of RMB 24.90/share, the number of shares that can be repurchased is expected to be about 4016100, accounting for about 0.513% of the 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 100 million (inclusive) and not more than RMB 200 million (inclusive). Voting results: 9 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: 9 in favor, 0 against and 0 abstention
(VI) implementation period of share repurchase
The implementation period of this share repurchase is within 12 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: 9 in favor, 0 against and 0 abstention
(VII) specific authorization for the management to handle the share repurchase
In accordance with the provisions of relevant laws, regulations and normative documents, after deliberation by the board of directors of the company, in order to ensure the smooth implementation of this share repurchase, the board of directors of the company authorizes the management to fully handle the matters related to this share repurchase in accordance with the principle of safeguarding the interests of the company and shareholders to the greatest extent, The content and scope of authorization include but are 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: 9 in favor, 0 against and 0 abstention
The independent directors of the company have expressed independent opinions on this proposal.
For details, please refer to securities times, China Securities Journal and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the company’s plan to repurchase shares by means of centralized bidding and repurchase report disclosed on the.
2、 The meeting deliberated and adopted the proposal on changing the registered capital of the company and amending the corresponding provisions of the articles of association by 9 affirmative votes, 0 negative votes and 0 abstention votes.
According to the autonomous exercise of stock options under the 2018 equity incentive plan and the registration of the grant of some restricted shares reserved for the 2021 equity incentive plan, the board of directors agreed to increase the registered capital of the company from 781578229 yuan to 782848413 yuan and the total number of shares from 781578229 shares to 782848413 shares, It is agreed to amend the corresponding provisions of Article 6 and Article 19 of the articles of association according to the above changes in the registered capital and the total number of shares, and other provisions remain unchanged. The board of directors authorizes the chairman of the board of directors or his designated person to handle all matters related to commercial change or filing and registration.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on changing the registered capital of the company and amending the corresponding provisions of the articles of association and the articles of Association (March 2022), in which the announcement on changing the registered capital of the company and amending the corresponding provisions of the articles of association was published in the securities times and China Securities Journal at the same time.
It is hereby announced.
Xiamen Intretech Inc(002925) board of directors
March 17, 2022
