Securities code: Meihua Holdings Group Co.Ltd(600873) securities abbreviation: Meihua Holdings Group Co.Ltd(600873) Announcement No.: 2022035 announcement of the resolution of the 31st meeting of the ninth 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 held
Meihua Holdings Group Co.Ltd(600873) (hereinafter referred to as “the company”) the 31st meeting of the ninth board of directors was held by means of communication at 11:00 a.m. on May 22, 2022. There were 5 directors who should attend the meeting, and 5 directors actually attended the meeting. The meeting was presided over by Ms. Wang Aijun, chairman of the board of directors, and the members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the provisions of the company law and the articles of association.
2、 Deliberation of proposals
After deliberation by all directors present at the meeting, the following proposals were adopted:
1. Proposal on repurchasing the company’s shares by means of centralized bidding transaction
According to the proposal of Mr. Meng Qingshan, the controlling shareholder of the company, the company plans to use its own funds to buy back the company’s shares from the secondary market by means of centralized bidding transaction for cancellation and reduction of registered capital, as follows:
(1) Purpose and purpose of the company’s share repurchase
In view of the completion of the previous repurchase plan, in response to the policy call, based on the confidence in the future development of the company and the recognition of the company’s value, and after comprehensive consideration of the company’s operation, financial status and other factors, it is proposed that the company repurchase the company’s shares with its own funds for cancellation and reduction of registered capital.
Voting: 5 in favor, 0 against and 0 abstention.
(2) Method of share repurchase
Buy back the company’s shares through the stock trading system of Shanghai Stock Exchange in the form of centralized bidding transaction.
Voting: 5 in favor, 0 against and 0 abstention.
(3) Types of shares to be repurchased
The type of shares repurchased this time is RMB common stock A shares issued by the company.
Voting: 5 in favor, 0 against and 0 abstention.
(4) Repurchase period
No more than 12 months from the date when the company’s shareholders’ meeting deliberates and approves the share repurchase plan.
Voting: 5 in favor, 0 against and 0 abstention.
(5) Number of shares to be repurchased and proportion in the total share capital of the company
The total repurchase funds shall not be less than RMB 80 million (inclusive) and not more than RMB 1 million
(inclusive), the total number of repurchased shares shall not exceed 10% of the total issued shares of the company and the price of repurchased shares
Under the condition of no more than 12 yuan / share, it is assumed that the upper limit of the total capital is 1 million yuan, and the share price is 12 yuan / share
The number of shares repurchased is expected to be about 833333 million, accounting for about 3098619928 of the company’s current total share capital
2.69% of shares. 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.
S / N repurchase purpose: the number of proposed repurchases accounts for the total amount of funds proposed to be repurchased by the company at present, and the repurchase implementation period
Proportion of share capital (10000 shares) (10000 yuan)
1. Write off and reduce the registered capital by about 833333 million shares, about 2.69%, not less than 80 million yuan (inclusive), and not more than 12 months from the date when the shareholders’ meeting deliberates and approves the case of share repurchase of not more than 1 million yuan (inclusive)
Voting: 5 in favor, 0 against and 0 abstention.
(6) The price of this repurchase
The share repurchase price shall not exceed 12 yuan / share, and the specific repurchase price shall be implemented by the board of directors of the company in the repurchase
During the period, the company’s stock price in the secondary market, the company’s financial status and operating conditions shall be determined. This repurchase price
The upper limit of qualification does not exceed the average trading price of the company’s shares 30 trading days before the board of directors adopts the resolution on share repurchase
150%。
If the company converts capital reserve into share capital, distributes shares or cash dividends, splits shares
For matters such as reduction of shares, allotment of shares or issuance of share certificates, the repurchase price shall be adjusted accordingly from the date of ex right and ex interest of the share price
upper limit.
Voting: 5 in favor, 0 against and 0 abstention.
(7) Total amount and source of funds for share repurchase
The total amount of funds to be used for repurchase this time shall not be less than 80 million yuan (inclusive) and not more than 100000 yuan
RMB 10000 (inclusive), and the source of funds is its own funds.
Voting: 5 in favor, 0 against and 0 abstention.
According to the company’s current operation, financial situation and future development plan, the company believes that this share repurchase will not
It has a significant impact on the company’s business activities, financial status and future development. After the repurchase is completed, it will not
It will lead to changes in the company’s control, and will not change the company’s status as a listed company and the company’s equity distribution
Still meet the listing conditions.
According to Article 25 of the articles of association, the share repurchase plan needs to be submitted to the shareholders of the company
Will consider.
(see the website of Shanghai Stock Exchange on the same day for details) http://www.sse.com.cn. Disclosed on
Meihua Holdings Group Co.Ltd(600873) share repurchase plan (Announcement No.: 2022036)
2. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the repurchase of shares of the company
In order to cooperate with the company’s share repurchase, the general meeting of shareholders of the company is requested to authorize the board of directors, the chairman of the board of directors or relevant authorized persons to handle various matters of share repurchase in the process of share repurchase, including but not limited to the following matters: 1. Authorize the board of directors, the chairman of the board of directors or relevant authorized persons to determine the time, price and quantity of share repurchase during the repurchase period;
2. Authorize the board of directors, the chairman of the board of directors or relevant authorized persons of the company to adjust the specific implementation plan of share repurchase and handle other matters related to share repurchase in accordance with relevant provisions (i.e. applicable laws, administrative regulations and relevant policies and regulations of regulatory authorities), except for matters requiring re voting by the general meeting of shareholders in accordance with relevant laws, administrative regulations and the articles of Association;
3. Authorize the board of directors, the chairman of the board of directors or relevant authorized persons to continue to implement, adjust or terminate the repurchase plan in accordance with market conditions, stock price performance, the actual situation of the company and other comprehensive decisions, except for matters that require re voting by the general meeting of shareholders in accordance with relevant laws, administrative regulations and the articles of Association;
4. Authorize the board of directors, the chairman of the board of directors or relevant authorized persons to set up special securities accounts for repurchase or other relevant securities accounts;
5. Authorize the board of directors, the chairman of the board of directors or relevant authorized persons of the company to modify the articles of association and other materials and documents that may involve changes according to the actual repurchase situation, and handle the relevant reporting work; 6. Authorize the board of directors of the company to cancel the repurchased shares after the implementation of the repurchased shares, and handle the amendment of the articles of association and the change of registered capital;
7. Authorize the board of directors, the chairman of the board of directors or relevant authorized persons to handle other necessary matters related to the share repurchase;
8. This authorization starts from the date of deliberation and approval by the general meeting of shareholders of the company to the date of completion of the above authorized matters.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting: 5 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 31st meeting of the 9th board of directors
2. Opinions of independent directors on repurchasing the company’s shares by means of centralized bidding transaction
It is hereby announced.
Meihua Holdings Group Co.Ltd(600873) board of directors may 22, 2002
