Securities code: 600226 securities abbreviation: Zhejiang Huge Leaf Co.Ltd(600226) Announcement No.: 2022-008
Zhejiang Huge Leaf Co.Ltd(600226)
Announcement on cancellation of repurchased 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Zhejiang Huge Leaf Co.Ltd(600226) (hereinafter referred to as "the company") held the 22nd Meeting of the 8th board of directors on January 17, 2022, deliberated and adopted the proposal on cancellation of repurchase shares. The company plans to cancel 13847317 shares accumulated to be repurchased before May 20, 2019 deposited in the special securities account for repurchase. The relevant matters are hereby announced as follows:
1、 Repurchase approval
The company held the 21st Meeting of the 7th board of directors on November 4, 2018 and the third extraordinary general meeting of shareholders in 2018 on November 21, 2018, and deliberated and adopted the proposal on share repurchase plan of the company; The 24th Meeting of the 7th board of directors was held on April 4, 2019, and the proposal on adjusting the share repurchase scheme of the company was considered and adopted. For details, see the announcement on share repurchase plan of the company (Announcement No.: 2018-142) disclosed by the company on November 5, 2018, November 22, 2018 and April 8, 2019 Announcement on the resolution of the third extraordinary general meeting in 2018 (Announcement No.: 2018-150) and announcement on adjusting the share repurchase scheme of the company (Announcement No.: 2019-011).
2、 Purpose of share repurchase
The purpose of the shares repurchased this time is to convert the convertible corporate bonds issued by the listed company. Within 36 months after the completion of share repurchase, if the company fails or fails to fully implement the above purposes, the unused repurchased shares will be cancelled according to law.
3、 Implementation of repurchase
(I) on January 9, 2019, the company implemented the first repurchase through centralized bidding transaction, and disclosed the announcement on the first repurchase of company shares (Announcement No.: 2019-003) on January 10, 2019.
(II) on May 20, 2019, the company completed the repurchase. The cumulative number of shares repurchased by the company is 13847317, accounting for 0.44% of the company's total share capital. The lowest transaction price is 2.98 yuan / share, the highest transaction price is 4.18 yuan / share, and the total amount paid is 50058593.07 yuan (excluding transaction expenses). (III) there is no difference between the actual implementation of the repurchase plan and the originally disclosed repurchase plan, and the company has completed the repurchase according to the disclosed plan.
(IV) impact of the implementation of share repurchase plan on the company
As of December 31, 2018, the total assets of the company were 5068.9029 million yuan, the owner's equity attributable to the shareholders of the listed company was 4337.4028 million yuan, and the current assets were 1778.907 million yuan. The total funds used for repurchase (excluding transaction costs, etc.) are RMB 50.0586 million, accounting for 0.99%, 1.15% and 2.81% of the above indicators respectively. This repurchase will not have a significant impact on the company's business activities, financial status and future development, and this repurchase will not affect the company's listing status.
(V) stock trading of relevant entities during the repurchase period
On November 5, 2018, the company disclosed the share repurchase for the first time. For details, see the announcement on the share repurchase plan of the company (Announcement No.: 2018-142) disclosed by the company on November 5, 2018.
The company's directors, supervisors, senior managers, controlling shareholders and actual controllers did not buy or sell the company's shares from the date of the company's first disclosure of share repurchase to the day before the announcement of the implementation results of share repurchase. 4、 Reasons and number of shares cancelled this time
In accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 - share repurchase and other laws, regulations and departmental rules, as well as the relevant proposals deliberated and adopted by the company's third extraordinary general meeting in 2018, the share repurchase can be used for cancellation to reduce the company's registered capital. In addition, considering the changes in the capital market and the actual situation of the company, in order to safeguard the value of the company and the interests of shareholders, the company plans to cancel the shares accumulated in the special securities account for repurchase before May 20, 2019. The number of shares cancelled this time is 13847317, accounting for 0.44% of the current total share capital of the company.
5、 Impact of this cancellation on the company
(I) changes in the company's equity structure
After this share cancellation, regardless of the impact of other matters, the total number of shares of the company will be changed from the current 3129012583 shares to 3115165266 shares. The share capital structure is as follows:
Unit: shares
Before and after the change of share class
Tradable shares without restrictions 3129012583 - 13847317 3115165266
Total 3129012583 - 13847317 3115165266
Note: the above changes in share capital structure shall be subject to the share capital structure issued by China Securities Depository and Clearing Co., Ltd. Shanghai branch after the completion of relevant matters.
(II) impact on the company's financial statement items
The cancellation of the repurchased shares will reduce the paid in capital, capital reserve and treasury shares, and have no impact on the net assets, net profit, earnings per share (Note: the repurchased shares shall be excluded when calculating the earnings per share disclosed according to the regulations) and the rate of return on net assets attributable to the shareholders of the listed company. The expected impacts of specific consolidated financial statement items are as follows:
Unit: Yuan
The cancellation of treasury shares on September 30, 2021 affects the data of financial statements after cancellation
Paid in capital (or share capital) 3129012583.00 -13847317.00 3115165266.00
Capital reserve 344155731.13 -36252636.71 307903094.42
Treasury shares 371726202.42 -50099953.71 321626248,71
Note: the final specific changes of the above consolidated financial statement items will be subject to the annual audit report issued by the accounting firm.
(III) impact on the company's financial situation and operating results
The cancellation of the repurchased shares will not have a significant impact on the company's financial status and operating results, nor will it damage the interests of the company and the rights of small and medium-sized investors, nor will it cause the company's equity distribution to be inconsistent with the listing conditions
This will not affect the listing status of the company.
6、 Follow up work arrangement for the cancellation of shares
The cancellation and repurchase of shares need to be submitted to the general meeting of shareholders of the company for deliberation. The board of directors of the company requests the general meeting of shareholders to authorize the chairman of the company or his designated authorized representative to handle the industrial and commercial change registration related to the change of registered capital according to the cancellation results after the cancellation of the repurchased shares.
7、 Opinions of independent directors
The cancellation of the relevant shares repurchased in the special securities account for repurchase by the company this time complies with the provisions of the company law, the securities law of the people's Republic of China, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 7 - repurchase of shares and other laws and regulations and the articles of association. The cancellation of shares will help to safeguard the value of the company and shareholders' rights and interests, will not have a significant impact on the future development of the company, and will not damage the interests of the company and all shareholders. It is agreed that the company will cancel the relevant shares repurchased through centralized bidding transaction.
It is hereby announced.
Zhejiang Huge Leaf Co.Ltd(600226) board of directors January 18, 2022
