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海鸥股份: 江苏海鸥冷却塔股份有限公司关于以集中竞价交易方式回购股份的回购报告书

Core Viewpoint - The company plans to repurchase shares through a centralized bidding process, with a total repurchase amount between RMB 60 million and RMB 120 million, aimed at implementing an employee stock ownership plan or equity incentives [1][3][5]. Summary by Sections Repurchase Plan Overview - Total repurchase amount: Not less than RMB 60 million and not exceeding RMB 120 million [1][3]. - Source of funds: Company’s own funds and/or special loans for stock repurchase, with a loan commitment of up to RMB 108 million from a bank [1][8]. - Maximum repurchase price: RMB 11.93 per share [1][3]. - Repurchase method: Centralized bidding transaction [1][3]. - Duration of repurchase: 12 months from the board's approval date [1][3]. Shareholder Confirmation - Key stakeholders, including directors and major shareholders, confirmed no plans to reduce their holdings in the next 3 to 6 months [2][11]. Implementation Procedures - The board approved the repurchase plan with unanimous support, and it will take effect immediately without needing shareholder approval [2][3]. Repurchase Details - Estimated number of shares to be repurchased: Between 502,930 and 1,005,870 shares, representing 1.63% to 3.26% of the total share capital [3][4]. - The repurchased shares will be used for employee stock ownership plans or equity incentives [5][6]. Financial Impact - As of December 31, 2024, the company's total assets were RMB 3.41 billion, with net assets of RMB 1.04 billion and cash of RMB 622.96 million. The repurchase funds would represent 3.52% of total assets, 11.52% of net assets, and 19.26% of cash [9]. Future Plans and Adjustments - If the repurchased shares are not fully utilized within 36 months, they will be canceled [5][6]. - The company will adjust the repurchase plan according to market conditions and will disclose any changes in compliance with regulations [12][13].