科力尔电机集团股份有限公司第四届董事会第十二次会议决议公告

Core Viewpoint - The company plans to repurchase shares through a centralized bidding method to implement an employee stock ownership plan or equity incentive, with a total repurchase amount between RMB 10 million and RMB 20 million, and a maximum repurchase price of RMB 20.94 per share [24][43]. Group 1: Board Meeting and Approval - The fourth board meeting was held on November 17, 2025, in Shenzhen, with all five directors present, and the meeting was deemed legal and effective [1][2]. - The board unanimously approved the proposal for the share repurchase plan [2][10]. Group 2: Share Repurchase Plan Details - The purpose of the share repurchase is to enhance the long-term incentive mechanism and motivate core employees, based on the company's future development prospects and recent stock market performance [27][28]. - The repurchase complies with relevant regulations, including the "Listed Company Share Repurchase Rules (2025 Revision)" and the "Shenzhen Stock Exchange Self-Regulatory Guidelines" [3][28]. - The repurchase will be conducted at a maximum price of RMB 20.94 per share, which does not exceed 150% of the average trading price over the last 30 trading days prior to the board's decision [7][48]. Group 3: Financial Implications - The estimated number of shares to be repurchased is approximately 955,100 shares, accounting for about 0.13% of the total share capital, based on the upper limit of RMB 20 million [8][49]. - The funding for the repurchase will come from the company's own funds, ensuring that the company maintains its debt repayment ability and operational capacity [11][50]. Group 4: Implementation Timeline and Conditions - The implementation period for the repurchase is set for twelve months from the board's approval date, with conditions for early termination if the maximum funding limit is reached [13][51]. - The company is prohibited from repurchasing shares during certain periods, such as when significant events that could affect stock prices occur [14][52]. Group 5: Management Authorization - The board authorized the management to handle all matters related to the share repurchase within the legal framework, including determining the timing, price, and quantity of shares to be repurchased [18][38].