Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2020-71
Hangzhou Steam Turbine Co., Ltd.
Announcement on the Implementation Results of Share Repurchase and Share Change
The members of the Board and the Company acknowledge being responsible for the truthfulness,
accuracy, and completeness of the announcement. Not any false record, misleading statement or
significant omission carried in this announcement.
On December 10, 2019, the Company held the second provisional shareholders' generalmeeting in 2019, and deliberated and approved the share repurchase plan. As of November 30,2020, the Company's share repurchase has been completed. According to the Detailed Rules forthe Implementation of Share Repurchase by Listed Companies of Shenzhen Stock Exchange andother relevant regulations, the Company's repurchase results and share changes are announced asfollows:
I. Examination and approval of share repurchase and main contents of sharerepurchase plan
On December 10, 2019, the Company held the second provisional shareholders' generalmeeting in 2019, and deliberated and approved the share repurchase plan. On December 21, 2019,the Company disclosed the share repurchase report (see the company announcement for details,Announcement No.: 2019-79). The main contents of this share repurchase plan are as follows:
1. Share repurchase method: centralized bidding transaction method
2. Purpose of share repurchase: intended to implement employee stock ownership plan orequity incentive. If the company fails to implement the above-mentioned purposes within 36months after the completion of share repurchase, or the shares repurchased are not all used for theabove-mentioned purposes, the unused part will be canceled according to law.
3. Share repurchase price: no more than HKD 9.5 /share
4. Types of shares to be repurchased: shares of foreign capital stocks (B shares) listed withinthe territory of the company
5. Source, total amount, quantity and proportion of funds for share repurchase: The source offunds for this share repurchase is the Company's own funds. The total amount of repurchase fundsshall not be less than HKD 160 million (inclusive) and not more than HKD 320 million (inclusive).The total amount of specific repurchase funds shall be subject to the total amount of funds actuallyused to repurchase shares.
6. The period of share repurchase is within 12 months from the date of the second provisionalgeneral shareholders' meeting in 2019 to deliberate and approve the share repurchase plan.
II. Implementation of share repurchase
(I) Initial repurchase
On February 18, 2020, the Company implemented share repurchase for the first time, anddisclosed the first share repurchase on February 19, 2020. For details, please refer to theAnnouncement on the First Share Repurchase (Announcement No.: 2020-02) disclosed by theCompany on February 19, 2020.
(II) Repurchase progress
According to the Detailed Rules for the Implementation of Share Repurchase by ListedCompanies of Shenzhen Stock Exchange and other relevant regulations, during the repurchaseperiod, the Company disclosed the announcement on the implementation progress of itsrepurchase of shares on February 19, 2020, March 3, 2020, April 2, 2020, April 23, 2020, May 8,2020, June 3, 2020, July 3, 2020, August 5, 2020, September 2, 2020, September 10, 2020,October 13, 2020 and November 4, 2020 respectively. For details, please refer to theannouncement of the Company (Announcement No.: 2020-02, 2020-03, 2020-07, 2020-31,2020-32, 2020-37, 2020-42, 2020-44, 2020-52, 2020-53, 2020-54, 2020-66 and 2020-67).
(III) Complete repurchase
By November 30, 2020, the Company had completed repurchase, and actually repurchased19,551,800 shares of the Company, accounting for 2.59% of the Company's total share capital.The highest repurchase price was HKD 9.17 per share, the lowest repurchase price was HKD 7.22per share, and the total amount of funds used was HKD 160,734,718.28.
III. Explanation on no difference between the implementation of share repurchase andthe plan of share repurchase
The actual repurchase method, repurchase price, total amount of funds used and theimplementation period of share repurchase of the company are in line with the relevant provisionsof the Proposal on Repurchase of Company Shares and Repurchase Report reviewed and approvedat the second provisional shareholders' general meeting in 2019. There is no difference betweenthe actual implementation of the repurchase plan and the disclosed repurchase plan, and theCompany has completed the repurchase according to the disclosed plan.
IV. The impact of the implementation of this share repurchase plan on the Company
After the implementation of this share repurchase plan, it will not have any significant impacton the Company's operation, finance, debt performance ability and future development, and willnot lead to changes in the Company's control rights, nor will it change its status as a listedcompany. The distribution of shares will still meet the conditions for listing.
V. Purchase and sale of stocks by related entities during repurchase period
The directors, supervisors, senior managers, controlling shareholders and actual controllers ofthe Company have not purchased or sold the Company's shares from the date of the firstdisclosure of the share repurchase to the date before the announcement of the repurchase resultsand share changes.
VI. Share cancellation arrangement
According to the Detailed Rules for the Implementation of Share Repurchase by ListedCompanies of Shenzhen Stock Exchange and other relevant regulations, the shares repurchased bythe Company are temporarily stored in the special stock account for repurchase. Before thetransfer of the repurchased shares, the repurchased shares are not entitled to the rights of voting,profit distribution, conversion of public reserve fund into share capital, allotment of shares, pledge,etc.
According to the relevant provisions of the Proposal on Repurchase of Company Shares andRepurchase Report deliberated and approved at the second provisional shareholders' generalmeeting in 2019, the repurchased shares will be used to implement the employee stock ownershipplan or equity incentive. If the Company fails to implement the above purposes within 36 monthsafter the completion of the share repurchase, or all the repurchased shares are not used for theabove purposes, the unused parts will be canceled according to law.
The Company will fulfill its information disclosure obligations in a timely manner accordingto the subsequent progress.
VII. Disposal arrangement and share change table of repurchased shares
The share repurchase plan has been implemented, and the total number of shares repurchasedby the Company is 19,551,800 shares. As of the date of this announcement, these shares aredeposited in the special stock account for repurchase of the Company. The repurchased shares areintended to be used to implement the employee stock ownership plan or equity incentive.Currently, relevant plans have not been formulated and implemented, and the Company's sharecapital structure has not changed.
According to the Company's share capital structure as of the date of this announcement, the
changes that may be brought about by this repurchase of shares are as follows:
1. Assuming that all the repurchased shares are used for employee stock ownership plan orequity incentive and all are locked, the total share capital of the Company will not be changed, andthe expected changes in the share capital structure will be as follows:
Category of Beforethisrepurchase Afterthisrepurchase
shares Numberof Proportion(%) Numberof Proportion(%)
shares (shares) shares(shares)
Domestic 479824800 63.64 479824800 63.64
shares
Restricted sale 0 0 19551800 2.59
of Bshares
Unrestricted 274185600 36.36 254633800 33.77
sale of B
shares
Totalshares 754010400 100 754010400 100
2. Assuming that the employee stock ownership plan or equity incentive cannot beimplemented due to relevant reasons and all repurchased shares are cancelled accordingly, thetotal share capital of the Company will be reduced by 19,551,800 shares, and the expectedchanges in the share capital structure will be as follows:
Category of Beforethisrepurchase Afterthisrepurchase
shares Numberof Proportion(%) Numberof Proportion(%)
shares (shares) shares(shares)
Domesticshares 479824800 63.64 479824800 65.33
Unrestricted sale 274185600 36.36 254633800 34.67
ofBshares
Totalshares 754010400 100 734458600 100
VIII. Other instructions
The Company repurchase conforms to the established repurchase plan disclosed by theCompany. The repurchase time, the number of repurchased shares and the entrusted time period ofcentralized bidding transactions of the Company are all in accordance with the provisions of theDetailed Rules for the Implementation of Share Repurchase by Listed Companies of ShenzhenStock Exchange:
1. Failure to repurchase the Company's shares within the following period:
(1) Within 10 trading days prior to the announcement of the company's regular report,performance forecast or performance express report;
(2) From the date of occurrence of major events that may have a significant impact on thecompany's stock trading price or during the decision-making process to within 2 trading days afterdisclosure according to law;
(3) Other circumstances stipulated by the CSRC and Shenzhen Stock Exchange.
2. Since the date of share repurchase by the Company, the number of shares repurchased bythe Company has not exceeded one million every five trading days.
3. The entrustment to repurchase shares is not carried out at the following trading hours:
(1)Open call auction;
(2) Within half an hour before closing;
(3) There is no limit on stock price.
4. The price of the Company's repurchased shares fails to reach the price limit of theCompany's stock trading on the same day.
This announcement is hereby made.The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
December 2, 2020
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