Securities code: Enc Digital Technology Co.Ltd(603869) securities abbreviation: Enc Digital Technology Co.Ltd(603869) Announcement No.: pro 2022018 Enc Digital Technology Co.Ltd(603869)
Announcement of resolutions of the 16th meeting of the 4th board of directors
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.
1、 Meetings of the board of directors
Enc Digital Technology Co.Ltd(603869) (hereinafter referred to as "the company") the 16th meeting of the 4th board of directors was held in the form of communication meeting on May 4, 2022. Nine directors should be present at this meeting, but there are actually nine. The convening and convening of this meeting comply with the company law of the people's Republic of China, the Enc Digital Technology Co.Ltd(603869) articles of association, the rules of procedure of Enc Digital Technology Co.Ltd(603869) board of directors and other laws, regulations, normative documents and the company's system.
2、 Deliberations of the board meeting
The meeting deliberated and adopted one by one the proposal on the plan of repurchasing the company's shares by means of centralized bidding transaction. It is agreed to repurchase the company's shares by means of centralized bidding transaction. The specific contents of the share repurchase plan are as follows:
(I) purpose and purpose of share repurchase
Based on the confidence in the future development prospects of the company and the recognition of the internal investment value, in order to safeguard the interests of the majority of investors, enhance the investment confidence of public investors in the company, and further improve the long-term incentive mechanism of the company, the company plans to repurchase some shares of the company with its own funds, and the repurchased shares will be used for equity incentive.
After voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
(II) method of share repurchase
This repurchase is implemented through centralized bidding through the trading system of Shanghai Stock Exchange.
After voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
(III) types of repurchased shares
The type of shares repurchased this time is RMB ordinary shares (A shares) issued by the company.
After voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
(IV) total amount and source of funds for share repurchase
The total amount of funds for this repurchase shall not be less than 50 million yuan (inclusive) or more than 100 million yuan (inclusive), and the source of funds shall be the company's own funds.
After voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
(V) price or price range and pricing principle of repurchased shares
The price of the shares repurchased this time shall not exceed 13.61 yuan / share (including 13.61 yuan / share), and the upper limit of the price of the shares repurchased this time is 13.61 yuan / share, which 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 share repurchase resolution. The specific repurchase price shall be determined by the company's management during the implementation of the repurchase, based on the stock price of the company's secondary market, the company's financial status and operating conditions.
If the company transfers capital reserve into share capital, gives bonus shares or distributes cash dividends during the repurchase period, the company will adjust the repurchase price accordingly in accordance with the relevant laws, regulations and normative documents of China Securities Regulatory Commission and Shanghai Stock Exchange from the date of ex right and ex dividend of share price. If laws, regulations, rules, normative documents or relevant rules of Shanghai Stock Exchange put forward new requirements for the repurchase price during the repurchase of the company, the repurchase price of the company's shares shall be adjusted according to the above requirements after performing the corresponding procedures.
After voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
(VI) number of repurchased shares and proportion in the total share capital of the company
It is estimated that the number of shares repurchased will not exceed 7347539, accounting for about 1.46% of the total share capital of the company. Based on the calculation of the lower limit of the total repurchase fund of RMB 50 million and the upper limit of the repurchase price of RMB 13.61/share, it is expected that the number of repurchased shares will not exceed 3673769 shares, accounting for about 0.73% of the current total share capital of the company.
After voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
(VII) term of share repurchase
The term of this share repurchase is 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan. If the following conditions are met during the repurchase period, the repurchase period will expire ahead of schedule:
(1) If the use amount of repurchase funds reaches the maximum within this period, the implementation of the repurchase plan is completed, that is, the repurchase period expires in advance from that date;
(2) If the board of directors of the company decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
(3) During the implementation of the repurchase, if the trading of the company's shares is suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase plan will be postponed and disclosed in time after the resumption of trading.
After voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
(VIII) specific authorization for handling the share repurchase
1. According to relevant regulations, the company has opened a special account for share repurchase in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
Name of holder: Enc Digital Technology Co.Ltd(603869) special securities account for repurchase
Securities account No.: b882406722
2. In order to cooperate with the repurchase of the company's shares, the board of directors of the company is requested to authorize the management to handle various matters of repurchase during the repurchase of the company's shares, including but not limited to the following matters:
(1) Establish or change special securities accounts for repurchase or other relevant securities accounts;
(2) Choose the opportunity to repurchase shares during the repurchase period, including the method, time, price and quantity of repurchase; (3) Adjust the specific implementation plan and handle other matters related to share repurchase in accordance with relevant provisions (i.e. applicable laws, regulations and relevant provisions of regulatory authorities);
(4) Handle other matters not listed above but necessary for this share repurchase;
(5) The authorization starts from the date of deliberation and approval by the board of directors of the company to the date of completion of repurchase and the above authorization.
After voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
Independent directors have expressed independent opinions on this proposal. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN) on the same day And the report of Enc Digital Technology Co.Ltd(603869) on repurchase of shares of the company through centralized bidding transaction disclosed by the designated information disclosure media.
It is hereby announced.
Enc Digital Technology Co.Ltd(603869) board of directors
May 4, 2022
