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Stock code: 688007 Stock abbreviation: Guangfeng Technology Announcement No.: 2024-089
Shenzhen Guangfeng Technology Co., Ltd
Announcement on the implementation of the repurchase of shares cancellation and share changes
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
In order to further convey to investors the company's firm confidence and high recognition of its own long-term intrinsic value
It can enhance investor confidence and effectively improve the return on investment of shareholders.
Shenzhen Guangfeng Technology Co., Ltd. (hereinafter referred to as the "Company") will be deposited in the repurchase certificate
The 5,842,483 shares in the coupon account for employee stock ownership plans or equity incentives were cancelled to reduce
The registered capital accounted for 1.26% of the company's total share capital of 465,133,628 shares before cancellation.
After the cancellation of the repurchased shares, the total share capital of the company will be changed from 465,133,628 shares
459,291,145 shares, the registered capital will be reduced from 465,133,628 yuan to 459,291,145 yuan.
Cancellation date of repurchased shares: November 5, 2024.
On August 29, 2024, the company held the 35th meeting of the second board of directors and the second session of the board of directors
The 26th meeting of the Board of Directors, the 2nd Extraordinary General Meeting of Shareholders for 2024 was held on September 18, 2024,
The "Proposal on Adjusting the Use of the Company's Repurchase of Shares and Canceling and Reducing the Registered Capital" was deliberated and passed, and it was agreed that the Company would adjust the use of 5,842,483 shares in the special securities account for repurchase to be cancelled, and authorized the management to comply with the regulations
Handle cancellation procedures and related changes. The Company was published on the website of the Shanghai Stock Exchange on September 19, 2024
(www.sse.com.cn) disclosed the "Announcement on Canceling Part of the Company's Repurchase of Shares and Reducing the Registered Capital and Notifying Creditors" (Announcement No.: 2024-080), and within 45 days from the date of disclosure of the announcement, the Company has not received any notice from relevant creditors requiring the Company to repay its debts or provide corresponding guarantees. The relevant matters are hereby announced as follows:
1. The basic situation of the repurchase of shares
(1) 2022 repurchase plan
The company held the ninth meeting of the second session of the board of directors on March 18, 2022 and March 29, 2022 respectively
At the meeting, the first extraordinary general meeting of shareholders in 2022 deliberated and passed the "On Repurchase of the Company by Centralized Bidding Transaction".
The specific content of the company's share plan can be found on the company's website on the Shanghai Stock Exchange on April 9, 2022
The "Repurchase Report on the Repurchase of the Company's Shares by Centralized Bidding Transaction" (Announcement No.: 2022-032) disclosed by the station (www.sse.com.cn).
On September 27, 2022, the company's share repurchase plan was implemented. The company passed the Shanghai Stock Exchange
The E-Exchange trading system repurchased a total of 900,000 shares of the company through centralized auction transactions, and the total amount of funds paid was RMB 19,371,239.41 (excluding stamp duty, transaction commissions and other transaction fees), the details are detailed
See the Company's "Close" disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on September 28, 2022
Announcement on the expiration of the period for repurchasing shares and the results of the repurchase (Announcement No.: 2022-086).
(2) The first phase of the repurchase plan in 2024
On January 31, 2024, the company held the 27th meeting of the second board of directors to deliberate and approve the "Guan
For details of the proposal to repurchase the company's shares by centralized auction transaction, please refer to the "Announcement on Repurchasing the Company's Share Repurchase Report by Centralized Bidding Transaction and the Company's Action Plan for Improving Quality and Efficiency and Emphasizing Returns" (Announcement No.: 2024-009) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on February 2, 2024.
On April 15, 2024, the company's share repurchase plan was implemented. The company passed the Shanghai Stock Exchange
The E-Exchange trading system repurchased a total of 3,351,740 shares of the company through centralized auction transactions, and the total amount of funds paid was RMB 59,981,548.54 (excluding stamp duty, transaction commissions and other transaction fees), the specific contents
For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 17, 2024
"Announcement on the Implementation Results of Share Repurchase and Share Changes" (Announcement No.: 2024-023).
(3) The second phase of the repurchase plan in 2024
On April 17, 2024, the company held the 31st meeting of the second board of directors to deliberate and approve the "Guan
Proposal on the plan to repurchase the company's shares by centralized bidding transaction in the second phase of 2024", specific contents
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
"Report on the Repurchase of the Company's Shares by Centralized Auction Transaction in the Second Phase of 2024" (Announcement No.: 2024-026).
On August 29, 2024, the company's share repurchase plan was completed. The company passed the Shanghai Stock Exchange
The E-Exchange trading system repurchased a total of 1,590,743 shares of the company through centralized auction transactions, and the total amount of funds paid was RMB 29,532,119.79 (excluding stamp duty, transaction commissions and other transaction costs), the specific contents
For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on August 31, 2024
Announcement on the Implementation Results of the Second Phase of Share Repurchase in 2024 and Share Changes (Announcement No.: 2024-
064)。
2. The approval procedures for the cancellation of the repurchase of shares
On August 29, 2024, the company held the 35th meeting of the second board of directors and the second session of the board of directors
The 26th meeting of the Board of Directors, the 2nd Extraordinary General Meeting of Shareholders for 2024 was held on September 18, 2024,
The "Proposal on Adjusting the Use of the Company's Repurchase of Shares and Canceling and Reducing the Registered Capital" was deliberated and passed, and the company was approved
The Company will deposit 5,842,483 shares in the repurchase securities account for employee stock ownership plans or equity incentives
Cancel to reduce the registered capital, and authorize the management to go through the cancellation procedures and related changes in accordance with the regulations. tool
For details, please refer to the Company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on August 31, 2024
Announcement on Adjusting the Purpose of the Company's Repurchase of Shares and Canceling and Reducing the Registered Capital (Announcement No.: 2024-
065)。
3. The handling of the cancellation of the repurchased shares
The company's cancellation of part of the repurchased shares will involve a reduction in registered capital, according to the "People's Republic of China".
Judiciary" and other relevant laws and regulations, the company on the website of the Shanghai Stock Exchange on September 19, 2024
(www.sse.com.cn) Disclosed the "Notice on Canceling Part of the Company's Partial Repurchase of Shares and Reducing the Registered Capital".
Creditor's announcement (Announcement No. 2024-080), within 45 days from the date of disclosure of the announcement, the company has not
Receipt of notice from any relevant creditor requiring the company to settle its debts or provide corresponding guarantees.
The company has submitted an application for cancellation of the repurchased shares to the Shanghai Stock Exchange, and the cancellation date of the repurchased shares
The period is November 5, 2024, and the follow-up company will go through the industrial and commercial change registration procedures in accordance with the law.
Fourth, after the completion of the cancellation, the company's share capital structure changes
After the cancellation of the repurchased shares, the total share capital of the company will be changed from 465,133,628 shares to 459,291,145 shares.
The changes in the share capital structure are as follows:
The situation before the cancellation The situation after the cancellation is proposed to be cancelled
Nature of shares Number of shares Ratio of total share capital Number of shares Number of shares Proportion of total share capital
(Shares) Example (%) (Shares) (Shares) Example (%)
Restricted shares 0 0 0 0 0 0
Unrestricted shares 465,133,628 100.00 5,842,483 459,291,145 100.00
Total share capital 465,133,628 100.00 5,842,483 459,291,145 100.00
Note: The above changes in the share capital structure are subject to the share capital structure table issued by China Securities Depository and Clearing Corporation.
5. The impact of this cancellation on the company and the follow-up arrangements
The cancellation of the repurchase of shares is made in accordance with the provisions of relevant laws, regulations and normative documents and combined with the actual situation of the company, which is conducive to improving the return on investment of the company's shareholders, and will not have a significant impact on the company's financial situation and operating results, nor will it have a significant impact on the company's ability to perform debts, continue operations and shareholders' rights and interests, and there is no harm to the interests of the company and all shareholders, and will not lead to changes in the company's controlling shareholders and actual controllers. It will not cause the company's equity distribution to meet the listing conditions, nor will it affect the company's listing status. The follow-up company will go through the industrial and commercial change registration procedures in accordance with the relevant laws and regulations and the provisions of the Articles of Association.
The announcement is hereby made.
Board of Directors of Shenzhen Guangfeng Technology Co., Ltd
November 5, 2024
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