Golden Eagle Shares (600232): Part Of The Plan To Adjust Share Repurchase Shares

Zhejiang Golden Eagle Limited by Share Ltd's announcement on adjusting part of the plan for share repurchase shares

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

In accordance with the relevant provisions of the People's Republic of China Company Law (2018) concerning the repurchase of shares, and the provisions of the China Securities Regulatory Commission on the opinions on the repurchase of shares of listed companies and the detailed rules for the implementation of the repurchase shares of Listed Companies in Shanghai Stock Exchange (2019), in view of the changes in the relevant legal policies and the actual situation of the company, the Zhejiang Golden Eagle Limited by Share Ltd (hereinafter referred to as the "company") held the seventh meeting of the ninth board of directors in April 10, 2019, and deliberated and adopted the motion on adjusting the part of the stock repurchase plan of the repurchase company, as follows:

1. The reasons for adjusting the content of the repurchase plan

In September 20, 2018, the company held the fifth meeting of the ninth session of the board of directors. It examined and passed the bill on the proposal to buy back shares of the company in a centralized bidding paction. In October 16, 2018, the plan was examined and approved by the company's first provisional shareholders' meeting in 2018. The specific content is detailed in the company's bulletin of 2018-047, and the company's repo report on the buyback of the company's shares by the Golden Eagle shares on October 29th, in October 29th (P. 2018-054).

During the repurchase process, the company strictly implements the obligation of information disclosure according to the progress of the share repurchase.

According to the relevant provisions of the detailed rules for the implementation of the repurchase shares of listed companies on the Shanghai Stock Exchange issued in January 11, 2019, the company adjusts some of the contents of the motion on the repurchase of shares of the company on the basis of the new regulation according to the new regulations.

Two, adjust the specific content of the buy back plan.

(1) adjusting the purpose and purpose of the repurchase share.

Original terms:

"The company's repurchase shares are intended to be used in the company's equity incentive plan or the cancellation of the registered capital in accordance with the law. If the company fails to implement the equity incentive plan, the company's repurchase shares will be cancelled according to law.

The specific use is authorized by the shareholders' meeting to be handled by the board of directors in accordance with relevant laws and regulations.

After adjustment:

"The company's repurchase shares are intended to be used in the company's equity incentive plan, and the specific implementation is authorized by the shareholders' meeting to be handled by the board of directors in accordance with relevant laws and regulations."

Other contents remain unchanged.

(two) adjusting the time limit for repurchase shares.

Original terms:

"The period for repurchase shall be within 6 months from the date of the consideration of the repurchase of shares by the shareholders' meeting of the company."

After adjustment:

"The period for repurchase shall be within 12 months from the date of the consideration of the repurchase of shares by the shareholders' meeting of the company."

Other contents remain unchanged.

(three) adjust the "changes in the ownership structure of the company after the expected repurchase".

Delete:

"2. Assume that all the repo shares have been cancelled.

(1) if the amount of the company's final repurchase shares is 5333334 shares, it is assumed that all the shares will be cancelled.

The company's share changes after repurchase and cancellation are as follows:

(2) if the amount of the company's final repurchase shares is 8000000 shares, it is assumed that all the shares will be cancelled.

The company's share changes after repurchase and cancellation are as follows:

3, part of the repurchase stock may also be used for incentives, partly for cancellation.

The situation is not calculated.

Other contents remain unchanged.

Three, the necessity and rationality of adjusting the buy back plan.

In accordance with the latest laws and regulations of the Shanghai Stock Exchange listed company's Implementing Rules for repurchase shares (2019), the company adjusts some of the contents of the share repurchase plan, which is in line with the actual situation of the company and is conducive to ensuring the smooth implementation of the company's repurchase stock matters.

Four. Independent director's independent opinion on the adjustment of the repurchase plan.

The adjustment of the repurchase share plan is an adjustment made by the company in accordance with the relevant provisions and in combination with the actual situation. It is in line with the relevant provisions of the company law, the China Securities Regulatory Commission's opinions on supporting the repurchase shares of listed companies, and the detailed rules for the implementation of the share repurchase of the listed companies of the Shanghai stock exchange. There is no case of damaging the interests of the company and the rights of small investors.

The procedures for deliberation and voting of the board of directors comply with the relevant provisions of the laws, regulations and the articles of association, and are in line with the interests of the company and all shareholders.

We all agree on the motion of the company.

The company will strictly follow the relevant provisions of the detailed rules for the implementation of the share repurchase of the listed companies of the Shanghai Stock Exchange (2019) to handle the follow-up related work of the buyback shares.

According to the motion adopted by the company at its first provisional shareholders' meeting in 2018, the motion of shareholders' meeting authorized the board of directors to fully handle the relevant matters concerning the repurchase shares, the shareholders' meeting of the company has authorized the board of directors to handle the related matters concerning the repurchase company's shares, so the matter does not need to be submitted to the shareholders' general meeting for consideration.

Notice hereby.

Zhejiang Golden Eagle Limited by Share Ltd board 2019 04 10