Announcement of resolutions of the 7th Meeting of the 4th board of directors
Securities code: Suzhou Hycan Holdings Co.Ltd(002787) securities abbreviation: Suzhou Hycan Holdings Co.Ltd(002787) Announcement No.: 2022033 Suzhou Hycan Holdings Co.Ltd(002787)
Announcement of resolutions of the 7th 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 and misleading
Statements or material omissions.
1、 Meetings of the board of directors
Suzhou Hycan Holdings Co.Ltd(002787) (hereinafter referred to as “the company”) the seventh meeting of the Fourth Board of directors (hereinafter referred to as “the board of directors”) was convened by the chairman of the board. A notice was sent to all directors by telephone and instant messaging on May 1, 2022, and was held in the conference room of Suzhou Huayuan Zhongyu Packaging Co., Ltd. on May 4, 2022 by means of on-site meeting and communication voting. The total number of directors of the company is 7, and there are 7 directors and entrusted directors attending the meeting (including 0 entrusted directors). Among them, there are 6 directors attending the meeting by means of communication voting, namely: Mr. Li Zhicong, Mr. Lu Lincai, Mr. Shen Huajia, Mr. Jiang Ping, Mr. Zhang junxiansheng and Mr. Zhou Zhongsheng. The number of directors attending this meeting exceeds half of the total number of directors of the company. This meeting complies with the provisions of the company law and the articles of association on convening the board of directors. The board of directors was presided over by Chairman Li Zhicong, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
(I) the proposal on repurchase of shares of the company was deliberated and adopted item by item
1. Purpose and purpose of share repurchase
Based on the recognition of the company’s value and firm confidence in its future development prospects, in order to safeguard the interests of the majority of investors, enhance investor confidence, effectively improve the return on investment of the company’s shareholders and jointly promote the long-term development of the company, the company plans to use its own funds to repurchase some public shares by means of centralized bidding on the basis of comprehensive consideration of business development prospects, operation, financial status and future profitability, Necessary for maintaining the company’s value and shareholders’ equity.
The shares after this repurchase will be reduced by means of centralized competitive trading 12 months after the disclosure of the repurchase results and share change announcement, and the reduction will be completed within three years after the disclosure of the repurchase results and share change announcement. If the transfer is not completed within the time limit specified by relevant laws and regulations, the non transferred shares will be cancelled according to law. According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and the articles of association, this repurchase does not need to be submitted to the general meeting of shareholders for deliberation.
Consent: 7 votes; Against: 0 votes; Abstention: 0 votes;
The number of affirmative votes accounts for 100% of the valid votes, and the voting result is passed.
2. Types of repurchased shares
The type of shares repurchased this time is RMB ordinary shares (A shares) issued by the company.
Announcement of resolutions of the 7th Meeting of the 4th board of directors
Consent: 7 votes; Against: 0 votes; Abstention: 0 votes;
The number of affirmative votes accounts for 100% of the valid votes, and the voting result is passed.
3. Ways of repurchasing shares
The way of share repurchase this time is to repurchase shares through centralized bidding trading through the stock trading system of Shenzhen Stock Exchange. Consent: 7 votes; Against: 0 votes; Abstention: 0 votes;
The number of affirmative votes is 100%.
4. Price range of repurchased shares
In order to protect the interests of investors and in combination with the recent stock price of the company, the share price of this repurchase shall not exceed RMB 7.5/share (inclusive), and the upper limit of the share price of this repurchase shall not be higher than 150% of the average trading price of the company’s shares 30 trading days before the board of directors passed the 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. 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.
Consent: 7 votes; Against: 0 votes; Abstention: 0 votes;
The number of affirmative votes accounts for 100% of the valid votes, and the voting result is passed.
5. The repurchased shares meet the relevant conditions
This repurchase meets the conditions specified in Article 10 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – repurchase of shares: (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 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.
This repurchase meets the conditions of “(IV) necessary for safeguarding the company’s value and shareholders’ rights and interests” in Article 2 of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 9 – repurchase of shares: as of April 29, 2022, the closing price of the company’s shares was 4.92 yuan / share, lower than the net assets per share in the latest period (as of March 31, 2022, the net assets per share of the company were 5.00 yuan).
Consent: 7 votes; Against: 0 votes; Abstention: 0 votes;
The number of affirmative votes accounts for 100% of the valid votes, and the voting result is passed.
6. Total amount and quantity of shares to be repurchased and its proportion in the total share capital of the company
The total capital of this share repurchase shall not be less than RMB 40 million (inclusive) and not more than RMB 80 million (inclusive). The specific total amount of repurchase funds shall be subject to the total amount of funds actually used for repurchase when the repurchase period expires or the repurchase is completed.
According to the calculation of the upper limit of repurchase amount of RMB 80 million and the upper limit of repurchase price of RMB 7.5/share, the number of shares that can be repurchased is expected to be about 10666666
Announcement of resolutions of the 7th Meeting of the 4th board of directors
Shares, accounting for about 3.38% of the total share capital of the company; According to the calculation of the lower limit of repurchase amount of RMB 40 million and the upper limit of repurchase price of RMB 7.5/share, the number of shares that can be repurchased is expected to be about 5333333, accounting for about 1.69% 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 bonus shares, conversion of capital reserve into share capital, cash dividends, allotment of shares and other ex rights and ex interests matters during the period of share repurchase, the number of shares repurchased 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. Consent: 7 votes; Against: 0 votes; Abstention: 0 votes;
The number of affirmative votes accounts for 100% of the valid votes, and the voting result is passed.
7. Source of funds for share repurchase
The capital source of this share repurchase is the company’s own funds.
Consent: 7 votes; Against: 0 votes; Abstention: 0 votes;
The number of affirmative votes accounts for 100% of the valid votes, and the voting result is passed.
8. Implementation period of share repurchase
The implementation period of this share repurchase is within 3 months from the date of deliberation and approval by the board of directors.
If the following conditions are met, the repurchase period will expire in advance:
(1) If the use amount of repurchase funds reaches the maximum within the repurchase period, the repurchase plan will be implemented immediately, and the repurchase period will expire 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.
According to the authorization of the board of directors, the management of the company will choose the opportunity to make the repurchase decision according to the market conditions within the repurchase period and implement it according to law. The company shall not repurchase its shares within 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 occurrence of major events that may have a significant impact on the trading price of the company’s shares or in the process of decision-making to the date of disclosure according to law;
(4) Other circumstances prescribed by the CSRC.
Consent: 7 votes; Against: 0 votes; Abstention: 0 votes;
The number of affirmative votes accounts for 100% of the valid votes, and the voting result is passed.
9. Specific authorization on handling the share repurchase
In order to ensure the smooth implementation of this share repurchase, the board of directors of the company authorizes the management to fully handle matters related to this share repurchase within the scope of laws and regulations and in accordance with the principle of safeguarding the interests of the company and shareholders to the greatest extent. The contents and scope of authorization include but are not limited to:
Announcement of resolutions of the 7th Meeting of the 4th board of directors
(1) Within the scope permitted by laws and regulations, formulate a specific plan for this share repurchase according to the company and market conditions;
(2) If the regulatory authorities change the relevant conditions of the share repurchase or the market conditions, in addition to the matters required to be reconsidered by the general meeting of shareholders and the board of directors in accordance with relevant laws, regulations and the articles of association, they authorize the management to make corresponding adjustments to the specific scheme of the share repurchase and other relevant matters;
(3) Authorize the management of the company to make, modify, supplement, sign, submit, report and execute the agreements, contracts and documents occurred in the process of repurchasing the company’s shares, and make relevant declarations;
(4) Establish a special securities account for repurchase and handle other related businesses;
(5) Choose the opportunity to repurchase shares according to the actual situation, including the time, price and quantity of repurchase;
(6) Handle other matters not listed above but necessary for this share repurchase.
The above 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 matters.
Consent: 7 votes; Against: 0 votes; Abstention: 0 votes;
The number of affirmative votes accounts for 100% of the valid votes, and the voting result is passed.
The announcement on the share repurchase plan of the company was published in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN) on the same day as the announcement of this resolution Notice.
3、 Documents for future reference
1. Resolution of the 7th Meeting of the 4th board of directors of the company.
2. Independent opinions of independent directors on matters related to the seventh meeting of the Fourth Board of directors of the company.
It is hereby announced.
Suzhou Hycan Holdings Co.Ltd(002787) board of directors may 5, 2022
