Securities code: Shenzhen Xinyichang Technology Co.Ltd(688383) securities abbreviation: Shenzhen Xinyichang Technology Co.Ltd(688383) Announcement No.: 2022017 Shenzhen Xinyichang Technology Co.Ltd(688383)
Announcement on the proposal of the company’s controlling shareholder and actual controller to repurchase the company’s shares
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:
On April 23, 2022, the board of directors of Shenzhen Xinyichang Technology Co.Ltd(688383) (hereinafter referred to as “the company”) received the letter on proposing Shenzhen Xinyichang Technology Co.Ltd(688383) repurchase of shares of the company from Mr. Hu Xinrong and Mr. Song Changning, the controlling shareholder and actual controller of the company. Mr. Hu Xinrong and Mr. Song Changning proposed that the company buy back some RMB common shares (A shares) issued by the company through centralized bidding trading through the trading system of Shanghai stock exchange with its own or self raised funds.
1、 Basic information of the proposer and time of proposal
1. Proposer: controlling shareholder and actual controller: Mr. Hu Xinrong and Mr. Song Changning;
2. Proposed date: April 23, 2022.
2、 Reasons and purposes of the proposer’s proposal to repurchase shares
Mr. Hu Xinrong and Mr. Song Changning, the controlling shareholders and actual controllers of the company, based on their confidence in the future development of the company and their recognition of the company’s 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 the personal interests of employees, and promote the healthy and sustainable development of the company, It is proposed that the company buy back some shares with its own or 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 complete the transfer of the repurchased shares within three years after the implementation result of share repurchase and the announcement date of share change, it will perform the procedures of reducing the registered capital according to law and cancel the non transferred repurchased shares. 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 trading system of Shanghai Stock Exchange, buy back shares by means of centralized bidding transaction;
4. Term of Share Repurchase: within 12 months after the board of directors deliberates and approves the repurchase plan and the company has been listed for one year; If the trading of the company’s shares is suspended for more than 10 consecutive trading days due to planning major events during the implementation of the repurchase, the repurchase plan will be postponed and disclosed in time after the resumption of trading of the shares;
5. The price of repurchased shares: 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;
6. Total amount of share repurchase funds: the total amount of share repurchase funds shall not be less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive);
7. The number of repurchased shares and its proportion in the total share capital of the company: Based on the current total share capital of the company of 1021336 million shares, the lower limit of the repurchase amount of 50 million yuan (inclusive), the upper limit of 100 million yuan (inclusive) and the upper limit of the repurchase price are calculated respectively.
4、 The situation of the proposer’s purchase and sale of the company’s shares in the previous 6 months
It is proposed that Mr. Hu Xinrong and Mr. Song Changning do not buy or sell the shares of the company within 6 months before the proposal.
5、 Increase / decrease plan of the proposer during the repurchase period
The proponents, Mr. Hu Xinrong and Mr. Song Changning, have no plans to increase or decrease their shares in the company during this repurchase. 6、 Proposer’s commitment
The proponents, Mr. Hu Xinrong and Mr. Song Changning, promised that they would promote the company to convene the board of directors as soon as possible to consider the share repurchase, and would vote in favour of the company’s share repurchase proposal at the board of directors.
7、 Opinions of the board of directors on the share repurchase proposal and subsequent arrangements
On April 28, 2022, the 20th meeting of the first board of directors of the company deliberated and adopted the proposal on repurchase of shares of the company by means of centralized bidding transaction. All directors of the company attended the meeting and adopted the proposal with 7 votes in favor, 0 votes against and 0 abstentions. The independent directors expressed their independent opinions on this matter, At the same time, the management of the company is authorized to handle the matters related to the share repurchase. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement of Shenzhen Xinyichang Technology Co.Ltd(688383) on the scheme of repurchasing shares of the company by means of centralized bidding transaction (Announcement No.: 2022018).
It is hereby announced.
Shenzhen Xinyichang Technology Co.Ltd(688383) board of directors April 29, 2022
