Securities code: 688139 securities abbreviation: Qingdao Haier Biomedical Co.Ltd(688139) Announcement No.: 2022-003 Qingdao Haier Biomedical Co.Ltd(688139)
Announcement on the plan of repurchasing shares of the company by means of centralized bidding transaction
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Qingdao Haier Biomedical Co.Ltd(688139) (hereinafter referred to as "the company") plans to use its own funds to buy back the company's shares in the form of centralized bidding transaction. The main contents are as follows:
1. Purpose of shares to be repurchased: all shares repurchased this time are intended to be used for the implementation of employee stock ownership plan or equity incentive. If the company fails to use up the repurchased shares within 36 months after the implementation of share repurchase, the unused repurchased shares will be cancelled. If the state makes adjustments to relevant policies, the repurchase scheme shall be implemented according to the adjusted policies;
2. Repurchase scale: the total repurchase funds shall not be less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive);
3. Repurchase price: no more than RMB 100 / share (inclusive), which is no more than 150% of the average trading price of the company's shares 30 trading days before the board of directors passed the repurchase resolution;
4. Repurchase period: within 12 months from the date when the board of directors deliberates and approves the repurchase plan;
5. Source of repurchase funds: the source of funds for this share repurchase is the company's own funds.
Whether there is a reduction plan for relevant shareholders: as of the disclosure date of this announcement, the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and shareholders holding more than 5% of the shares have no plans to reduce the company's shares in the next three months and six months. If the share reduction plan is implemented during the above-mentioned period, the company will timely perform the obligation of information disclosure in strict accordance with relevant regulations.
Relevant risk tips
1. There may be a risk that the company's stock price continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure or partial implementation of the repurchase plan;
2. If the company fails to raise the funds required for this share repurchase due to changes in the external environment, temporary business needs and other factors during the implementation of share repurchase, there may be a risk that the repurchase plan cannot be implemented or partially implemented;
3. Due to major changes in the company's production and operation, financial status and external objective conditions, there may be a risk of changing or terminating the repurchase plan according to the rules;
4. The repurchased shares may be subject to the risk that the repurchased shares cannot be fully granted due to the failure of the employee stock ownership plan or equity incentive to be deliberated and approved by the decision-making bodies such as the company's board of directors and the general meeting of shareholders, and the incentive object abandons the subscription. In case of the above failure to grant, there is the risk that the repurchased but not granted shares will be cancelled.
1、 Review and implementation procedures of repurchase scheme
(I) on February 6, 2022, the company held the fifth meeting of the second board of directors, deliberated and adopted the proposal on repurchase of shares of the company by centralized bidding transaction. All directors of the company attended the meeting and adopted the proposal with 11 affirmative votes, 0 negative votes and 0 abstention. The independent directors expressed their independent opinions on this matter.
(II) according to the provisions of articles 23, 25 and 108 of the Qingdao Haier Biomedical Co.Ltd(688139) articles of Association (hereinafter referred to as the "articles of association"), the share repurchase plan can be implemented after the resolution of the board meeting attended by more than two-thirds of the directors, and there is no need to submit it to the general meeting of shareholders for deliberation.
The above deliberation time and procedures of the board of directors are in line with the relevant provisions of the rules on share repurchase of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 - share repurchase and so on.
2、 Main contents of repurchase plan
(I) purpose and purpose of this share repurchase
Based on the confidence in the company's future development and high recognition of the company's value, in order to enhance investor confidence, improve the company's long-term incentive mechanism, improve team cohesion and competitiveness, and help the company's long-term development, the company plans to repurchase shares through centralized bidding transaction, and the repurchased shares will be fully used for employee stock ownership plan or equity incentive at an appropriate time in the future.
(II) method of share repurchase
Centralized bidding transaction method.
(III) repurchase period
Within 12 months from the date when the company's board of directors deliberated and approved the repurchase plan. During the implementation of the repurchase, if the trading of the company's shares is suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase plan will be postponed and disclosed in time after the resumption of trading.
If the following conditions are met, the repurchase period will expire in advance:
1. If the number of shares to be repurchased or the use amount of funds to be repurchased reaches the upper limit within the repurchase period, the implementation of the repurchase plan will be completed and the repurchase period will expire in advance from that date.
2. If the board of directors of the company decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
3. The company shall not repurchase shares during the following periods:
(1) Within 10 trading days before the announcement of the company's annual report, semi annual report, quarterly report, performance forecast or performance express;
(2) From the date of occurrence of major events that may have a significant impact on the company's stock trading price or during the decision-making process to the date of disclosure according to law;
(3) Other circumstances prescribed by the CSRC and the Shanghai Stock Exchange.
(IV) purpose, quantity, proportion in the total share capital of the company and total capital of the shares to be repurchased
1. Total repurchase funds: no less than 50 million yuan (inclusive) and no more than 100 million yuan (inclusive).
2. Number of shares repurchased: calculated according to the upper limit of this repurchase amount of RMB 100 million and the upper limit of repurchase price of RMB 100 / share, the number of shares repurchased is about 1 million, and the proportion of shares repurchased accounts for about 0.32% of the total share capital of the company; According to the calculation of the lower limit of the repurchase amount of 50 million yuan and the upper limit of the repurchase price of 100 yuan / share, the number of repurchases is about 500000 shares, accounting for about 0.16% of the total share capital of the company.
The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
The total proportion of the funds to be repurchased in the total share capital of the company is calculated according to the upper limit of the repurchase price
Repurchase purpose repurchase implementation period limit (10000 yuan) repurchase quantity (10000 shares) proportion (%)
For employees holding 5000-10000 50-100 0.16-0.32 shares, 12 months from the date when the company's board of directors reviews the stock plan or shares discuss and approve the repurchase plan
within
(V) price of this repurchase
The price of the shares repurchased this time shall not exceed RMB 100 / share (inclusive), which shall not be higher than 150% of the average trading price of the company's shares 30 trading days before the board of directors adopted the repurchase resolution.
If the company has implemented ex rights and ex interest matters such as conversion of capital reserve into share capital, cash dividends, distribution of stock dividends, allotment of shares, stock subdivision or stock reduction during the repurchase period, the company will adjust the upper limit of repurchase price accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
(VI) the total amount of funds for this repurchase is not less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive), and the source of funds is the company's own funds.
(VII) expected changes in the company's equity structure after repurchase
Based on the calculation of the lower limit of the repurchase amount of 50 million yuan (inclusive) and the upper limit of 100 million yuan (inclusive), and the upper limit of the repurchase price of 100 yuan / share, assuming that all the shares repurchased are used for employee stock ownership plan or equity incentive and are locked, the changes in the company's equity structure are expected to be as follows:
According to the repurchase amount
Before this repurchase
After upper limit repurchase and after lower limit repurchase
Shares
Proportion of total shares by type proportion of total shares proportion of total shares number of shares number of shares
Proportion (share) (share) (share)
（%） （%） （%）
Limited sale
Conditional flow 132695122 41.85% 133695122 42.17% 133195122 42.01% unlimited sale of shares
Conditional flow 184376636 58.15% 183376636 57.83% 183876636 57.99% through stock
Total share capital 317071758 100.00% 317071758 100.00% 317071758 100.00%
(VIII) analysis of the possible impact of this share repurchase on the company's daily operation, finance, R & D, profitability, solvency, future development and maintaining its listing status
As of September 30, 2021 (Unaudited), the total assets of the company were 4.695 billion yuan, the net assets attributable to the shareholders of listed companies were 3.391 billion yuan, and the current assets were 3.486 billion yuan. According to the calculation of the upper limit of the repurchase fund of 100 million yuan, accounting for 2.13%, 2.95% and 2.87% of the above financial data respectively. The share repurchase scheme has little impact on the daily operation of the company. As of September 30, 2021 (Unaudited), the company's asset liability ratio was 27.54%. The share repurchase funds came from the company's own funds and would not have a significant impact on the company's solvency. The repurchased shares will be fully used to implement the employee stock ownership plan or equity incentive, which will help improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of core employees, enhance investors' confidence in the company, promote the company's long-term, healthy and sustainable development, and will not have a significant impact on the company's daily operation, finance, R & D, debt performance ability and future development. After the completion of share repurchase, the control right of the company will not change, and the equity distribution of the company still meets the conditions of listed companies, which will not affect the listing status of the company.
(IX) opinions of independent directors on the compliance, necessity, rationality and feasibility of the share repurchase scheme
1. The shares repurchased by the company this time comply with the relevant provisions of laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the opinions on supporting the repurchase of shares by listed companies, the rules for the repurchase of shares by listed companies, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 - repurchase of shares, The voting procedures of the board of directors comply with the provisions of the articles of association and relevant laws and regulations;
2. The total amount of the company's share repurchase funds shall not be less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive). The funds to be used for this repurchase are the company's own funds, which will not have a significant impact on the company's operation, finance and future development. The company is able to pay the repurchase price. After the repurchase, the equity distribution of the company meets the conditions of the listed company and will not affect the listing status of the company.
3. The implementation of the company's share repurchase is conducive to safeguarding the interests of the company and shareholders, improving the company's long-term incentive mechanism, fully mobilizing the enthusiasm of the company's employees, and promoting the healthy and sustainable development of the company. The company's share repurchase is necessary.
4. This repurchase is carried out in the form of centralized bidding transaction, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, we believe that the company's share repurchase is legal and compliant, and the repurchase plan is feasible and necessary, which is in line with the interests of the company and all shareholders.
(x) whether the directors, supervisors, controlling shareholders and actual controllers of the company buy and sell the shares of the company within 6 months before the board of directors makes the share repurchase resolution, whether there is a conflict of interest with the repurchase plan, whether there is insider trading and market manipulation, and whether there is a plan to increase or decrease the shares during the repurchase period
The directors, supervisors, controlling shareholders and actual controllers of the company did not buy or sell the shares of the company within 6 months before the board of directors made the share repurchase resolution; There is no conflict of interest, insider trading and market manipulation with this repurchase plan
