Stock code: 688088 Stock abbreviation: Hongsoft Technology Announcement No.: Pro 2024-034.
Hongsoft Technology Co., Ltd.
Announcement on the Implementation of Share Repurchase Cancellation and Share Changes
the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.
Important Content Tips:
The Company will write off 4,829,600 shares already repurchased in the 2021 repurchase program, accounting for the write-off
The proportion of 406,000,000 shares of the total share capital of the former company is 1.19 per cent. Upon completion of this write-off, the total share capital of the Company will be
From 406,000,000 shares to 401,170,400 shares, the registered capital will be reduced from 406,000,000 yuan
401,170,400 yuan.
Repurchased share cancellation date: June 27, 2024.
Hongsoft Technology Co., Ltd. (hereinafter referred to as the Company) held its second session on April 18, 2024.
The 15th meeting of the board of directors and the 14th meeting of the second board of supervisors will be held on may 10, 2024
The 2023 Annual General Meeting of Shareholders reviewed and approved the "Proposal on Changing the Purpose of Partial Repurchase of Shares and Cancellation and Reduction of Registered Capital", and agreed that the company will deposit the purpose of the 4,829,600 shares repurchased by the 2021 repurchase plan in the special repurchase account. Change from "for employee stock ownership plan or equity incentive" to "for cancellation and corresponding reduction of registered capital", and cancel 4,829,600 shares of this part of the repurchased shares,
In accordance with the relevant provisions of the cancellation procedures. On the website of the Shanghai Stock Exchange on May 11, 2024
(www.sse.com.cn) disclosed the Announcement on Cancellation of Partial Repurchase of Shares and Reduction of Registered Capital and Notification of Creditors (Announcement No.: P.2024 -030). Within 45 days from the date of disclosure of the announcement, the company has not received any notice from relevant creditors requesting the company to pay off debts or provide corresponding guarantees. The specific circumstances are hereby announced as follows:
Details of 1. share repurchases
The company held the 20th meeting of the first board of directors on March 20, 2021, and considered and approved
In the Proposal on the Repurchase of the Company's Shares by means of Centralized Auction Trading, it was agreed that the Company would repurchase some of the issued RMB ordinary shares (A shares) of the Company with its own funds through the trading system of the Shanghai Stock Exchange by means of centralized auction trading. The repurchased shares will be fully used for employee stock ownership plans or equity incentives at an appropriate time in the future,
The repurchase price shall not exceed 75.00 yuan/share (inclusive), and the total amount of repurchase funds shall not be less than RMB 200 million yuan (inclusive) and shall not exceed RMB 300 million yuan (inclusive). The repurchase period shall be within 6 months from the date when the board of directors deliberates and approves the repurchase plan; at the same time, the management of the company is authorized to handle all matters related to the repurchase of shares. For details, please refer
The Company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on March 26, 2021.
Report on the Repurchase of the Company's Shares by means of a Centralized Auction Transaction (Announcement No. Pro 2021-011).
On September 16, 2021, the Company completed the repurchase and has actually repurchased 4,829,600 shares of the Company's shares, accounting
The ratio of 406,000,000 shares of the company's total share capital was 1.19, and the highest price for the repurchase transaction was $56.72 per share,
The lowest price is 39.28 yuan/share, the average repurchase price is about 43.76 yuan/share, and the total amount of funds paid is 211.3374 million yuan (excluding stamp duty, transaction commission and other transaction fees). For details, please refer to the "Announcement on the Results of the Implementation of Share Repurchase" (Announcement No.: Pro 2021-038) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on September 18, 2021.
The above-mentioned actual number of shares repurchased by the Company, the repurchase price and the total amount of funds used are in line with the repurchase plan approved by the Board of Directors. There is no difference between the actual implementation of the repurchase program and the original disclosed repurchase program, and the Company has completed the repurchase in accordance with the disclosed program.
Approval procedures for the cancellation of 2. repurchase shares
The company held the 15th meeting of the second board of directors and the second board of supervisors on April 18, 2024
Fourteen meetings, and the 2023 Annual General Meeting of Shareholders will be held on May 10, 2024, to consider and approve
In the proposal to change the purpose of part of the repurchased shares and cancel and reduce the registered capital, it is agreed that the company will change the purpose of the 4,829,600 shares repurchased under the 2021 repurchase plan in the special repurchase account from "for employee stock ownership plan or equity incentive" to "for cancellation and corresponding reduction of registered capital", cancel 4,829,600 shares of the repurchased shares, and go through cancellation procedures in accordance with relevant regulations. Specific content
For details, please refer to the Company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 19, 2024.
Announcement on the Change of the Purpose of Partial Repurchase of Shares and the Cancellation and Reduction of Registered Capital (Announcement No. 2024-020).
Handling of cancellation of 3. repurchase shares
The cancellation of part of the repurchased shares by the Company will result in a decrease in the registered capital of the Company, according to the People's Republic of China.
In accordance with the provisions of the Company Law of the People's Republic of China and other relevant laws and regulations, the Company will be in Shanghai Securities Exchange on May 11, 2024.
The website of Yi Exchange (www.sse.com.cn) disclosed the Announcement on Cancellation of Partial Repurchase of Shares and Reduction of Registered Capital and Notification of Creditors (Announcement No.: P.2024 -030). Within 45 days from the date of disclosure of the announcement, the company has not received any notice from relevant creditors requesting the company to pay off debts or provide corresponding guarantees.
The Company has submitted an application for cancellation of the repurchased shares to the Shanghai Stock Exchange.
The date is June 27, 2024, and the follow-up company will go through the registration procedures for industrial and commercial changes in accordance with the law.
Changes in the Company's share capital structure after the completion of the 4.'s cancellation
Upon completion of the cancellation of the repurchased shares, the total share capital of the Company will be reduced from 406,000,000 shares to 401,170,400 shares, with the following changes in the share capital structure:
The nature of shares before the cancellation of the repurchase shares after the cancellation of the repurchase shares.
Quantity (shares) Proportion (%) Quantity (shares) Quantity (shares) Proportion (%)
Limited sale conditions of shares in circulation 0 0 0 0 0
Unlimited conditions of sale of shares 406,000,000 100.00 4,829,600 401,170,400 100.00
Of which: Repurchase Special Securities 5,268,600 1.30 4,829,600 439,000 0.11
Account
Total equity 406,000,000 100.00 4,829,600 401,170,400 100.00
Note: The above-mentioned changes in the share capital structure shall be subject to the share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch after the completion of this cancellation.
5. the impact of this cancellation on the company and follow-up arrangements.
The cancellation of the repurchased shares was carefully decided in accordance with relevant laws and regulations, taking into account the company's overall strategic planning, operation and management, and the time limit for stock stocks. It aims to safeguard the interests of investors and enhance investors' investment confidence. It will have a significant impact on the company's financial status and operating results, nor will it have a significant impact on the company's debt performance ability, sustainable operation ability and shareholder rights, there is no situation that harms the interests of the company and all shareholders, and will not cause changes in the company's controlling shareholders and actual controllers. After the cancellation, the company's equity distribution meets the listing conditions and will not affect the company's listing status.
It is hereby announced.
Board of Directors of Hongsoft Technology Co., Ltd.
27 June 2024
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