Securities code: 300009 securities abbreviation: Anhui Anke Biotechnology (Group)Co.Ltd(300009) Announcement No.: 2022-009 Anhui Anhui Anke Biotechnology (Group)Co.Ltd(300009) Engineering (Group) Co., Ltd
Announcement on share repurchase plan of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. Anhui Anhui Anke Biotechnology (Group)Co.Ltd(300009) Engineering (Group) Co., Ltd. (hereinafter referred to as "the company") plans to use its own funds to buy back part of the company's shares in the form of centralized bidding transaction, and all the shares bought back will be used to implement equity incentive or employee stock ownership plan. The repurchase amount shall not be less than 40 million yuan and not more than 60 million yuan, and the repurchase price shall not exceed 12 yuan / share. Based on the calculation of the upper limit of the total amount of funds to be repurchased and the upper limit of the price of repurchased shares of 12 yuan / share, it is estimated that the number of shares that can be repurchased is 5 million shares, accounting for 0.3052% of the current total share capital of the company; Based on the calculation of the lower limit of 40 million yuan of total repurchase funds and the upper limit of 12 yuan / share of share repurchase price, it is estimated that the number of shares that can be repurchased is 3333300 shares, accounting for 0.2034% of the current total share capital of the company; The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the end of the repurchase. The implementation period of share repurchase shall not exceed 6 months from the date when the board of directors deliberates and approves the share repurchase plan. 2. Whether there is a reduction plan for relevant shareholders:
As of the date of this announcement, the company's directors, supervisors, senior managers, controlling shareholders and their persons acting in concert and shareholders holding more than 5% of the shares have no clear plan to reduce the company's shares during the repurchase period and in the next six months. If there is a plan to implement the share reduction plan in the next six months, the company will perform the obligation of information disclosure in accordance with relevant regulations. 3. Relevant risk tips:
(1) The share repurchase plan has uncertainty risks that the stock price continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the impossibility or partial implementation of the repurchase plan;
(2) There are risks that the share repurchase plan cannot be implemented due to major events that have a significant impact on the company's stock trading price, the decision of the board of directors to terminate the repurchase plan, the company's failure to meet the conditions for share repurchase stipulated by laws and regulations, etc;
(3) The share repurchase plan may have the risk of changing or terminating the repurchase plan according to the rules due to major changes in the company's operation, financial status and external objective conditions;
(4) The share repurchase plan may have the risk of being cancelled due to the failure of equity incentive or employee stock ownership plan to be deliberated and approved by the board of directors and the general meeting of shareholders of the company, and the abandonment of subscription by the object of equity incentive (or employee stock ownership plan), resulting in the inability to grant all the repurchased shares;
During the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions, and timely perform the obligation of information disclosure according to the progress of the repurchase of shares. Please pay attention to the investment risks. In accordance with the company law, securities law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 9 - share repurchase and other relevant provisions, the company held the 17th (Interim) meeting of the seventh board of directors and the 15th (Interim) meeting of the seventh board of supervisors on February 7, 2022, and considered and adopted the proposal on share repurchase scheme of the company, The independent directors have expressed their independent opinions on the repurchase. The details are as follows:
1、 Main contents of repurchase plan
(I) purpose and purpose of repurchase
Based on the confidence in the company's future development prospects and the high recognition of the company's value, in order to enhance investors' confidence in the company, safeguard the interests of the majority of investors, further establish and improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's managers and core backbone, and promote the healthy, stable and long-term development of the company, according to the actual situation of the current capital market, After fully considering the company's financial situation, operation and development strategy, the company plans to buy back some shares for the implementation of the company's equity incentive or employee stock ownership plan.
(II) the repurchased shares meet the relevant conditions
The shares to be repurchased by the company meet the relevant conditions specified in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 - repurchases of shares:
1. The company's shares have been listed for one year;
2. The company has no major illegal acts in the last year;
3. After repurchasing shares, the company has the ability of debt performance and sustainable operation;
4. After the share repurchase, the equity distribution of the company meets the listing conditions;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
(III) method and price range of share repurchase
1. Way of Share Repurchase: the issued RMB common shares (A shares) will be repurchased by centralized bidding.
2. Price range of repurchased shares: the repurchased price shall not exceed RMB 12 / share, and the upper limit of the repurchased price shall not exceed 150% of the average trading price of the company's shares 30 trading days before the board of directors deliberated and adopted the resolution on repurchasing shares.
From the date of approval by the board of directors to the completion of the repurchase, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, share reduction, share allotment and other ex right and ex dividend matters, the price of the repurchased shares shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange from the date of ex right and ex dividend of the share price.
(IV) type, purpose, total amount, quantity and proportion of repurchased shares in the total share capital
1. Types of repurchased shares: RMB ordinary shares (A shares) issued by the company.
2. Purpose of repurchased shares: the shares repurchased this time will be used to implement equity incentive or employee stock ownership plan. The specific implementation method will be determined by the board of directors and the general meeting of shareholders in accordance with relevant laws and regulations.
3. Total amount, quantity and proportion of repurchased shares in total share capital
The total amount of funds used for repurchase this time shall not be less than RMB 40 million and not more than RMB 60 million. The source of funds is the company's own funds. The specific amount of shares repurchased shall be subject to the actual amount repurchased at the expiration of the repurchase period.
Based on the calculation of the upper limit of the total amount of funds to be repurchased and the upper limit of the price of repurchased shares of 12 yuan / share, it is estimated that the number of shares that can be repurchased is 5 million shares, accounting for 0.3052% of the current total share capital of the company; Based on the calculation of the lower limit of 40 million yuan of total repurchase funds and the upper limit of 12 yuan / share of share repurchase price, it is estimated that the number of shares that can be repurchased is 3333300 shares, accounting for 0.2034% of the current total share capital of the company; The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the end of the repurchase.
(V) implementation period of share repurchase
1. The implementation period of this share repurchase is within 6 months from the date when the board of directors deliberates and approves the share repurchase plan. If the following conditions are met, the repurchase period will expire in advance and the implementation of the repurchase plan will be completed:
(1) If the total amount of repurchase funds reaches the maximum executable limit within the repurchase period (the difference fund is not enough to repurchase one share of the company), the implementation of the repurchase plan is completed, that is, the repurchase period expires 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.
During the implementation of the repurchase plan, if the trading of the company's shares has been suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period may be postponed, and the postponed period shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange.
2. The company shall not repurchase its shares during the following periods:
(1) If the announcement date is delayed due to special reasons within 10 trading days before the announcement of the company's annual report and semi annual report, it shall be calculated from 10 trading days before the original scheduled announcement date;
(2) Within 10 trading days before the announcement of the company's quarterly report, performance forecast or performance express;
(3) From the date of occurrence of major events that may have a significant impact on the trading price of the company's shares or in the process of decision-making to the date of disclosure according to law;
(4) Other circumstances prescribed by the CSRC.
3. The company shall not entrust to buy back shares at the following trading hours:
(1) Opening call auction;
(2) Within half an hour before the closing;
(3) There is no limit on the rise and fall of stock prices.
The price of shares repurchased by the company shall not be the price limited by the trading increase of the company's shares on the same day.
(VI) expected changes in the company's equity structure after repurchase
1. All the repurchase plans have been implemented. If the upper limit of the total repurchase funds is 60 million yuan and the upper limit of the repurchase price is 12 yuan / share, the number of shares that can be repurchased is expected to be 5 million shares, accounting for 0.3052% of the current total share capital of the company. Assuming that all the repurchased shares are subject to equity incentive or employee stock ownership plan and locked up, the changes in the company's equity structure are expected to be as follows:
Before and after repurchase
Nature of shares number of shares (shares) proportion (%) number of shares (shares) proportion (%)
1、 Restricted tradable shares 477222449 29.13 482222449 29.43
2、 Tradable shares without sale conditions 1161243109 70.87 1156243109 70.57
3、 Total share capital 1638465558 100
2. All the repurchase plans have been implemented. If the lower limit of the total repurchase funds is 40 million yuan and the upper limit of the repurchase price is 12 yuan / share, it is estimated that the number of shares to be repurchased is 3333300, and the proportion of shares to be repurchased accounts for about 0.2034% of the current total share capital of the company. Assuming that all the repurchased shares are subject to equity incentive or employee stock ownership plan and locked up, the changes in the company's equity structure are expected to be as follows:
Before and after repurchase
Nature of shares number of shares (shares) proportion (%) number of shares (shares) proportion (%)
1、 Restricted tradable shares 477222449 29.13 480555749 29.33
2、 Tradable shares without sale conditions 1161243109 70.87 1157909809 70.67
3、 Total share capital 1638465100
Note: the specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the expiration of the repurchase period.
(VII) the management's analysis on the impact of this share repurchase on the company's operation, finance, R & D, debt performance ability, future development and maintaining the listing status, and all directors' commitment that this share repurchase will not damage the debt performance ability and sustainable operation ability of the listed company
As of September 30, 2021 (Unaudited), the total assets of the company were 3687.3611 million yuan, the net assets attributable to the shareholders of the listed company were 2985.1710 million yuan, the current assets were 1755.4571 million yuan, and the asset liability ratio was 16.26%. The share repurchase funds came from the company's own funds. According to the upper limit of the repurchase amount of 60 million yuan, the repurchase funds accounted for about 1.63% of the total assets Accounting for about 2.01% of the net assets attributable to the shareholders of the listed company and about 3.42% of the current assets, the proportion is small, and will not have a significant impact on the company's business activities, financial status, R & D, debt performance ability and future development.
This share repurchase reflects the firm confidence of the management in the company's internal value and future development plan, which is conducive to improving the company's capital market image, protecting the interests of all shareholders, especially small and medium-sized shareholders, and creating good conditions for the further development of the company. This share repurchase is used for equity incentive or employee stock ownership plan, which will enhance the team cohesion and core competitiveness of the enterprise, promote the further improvement of the company's profitability, and be conducive to the sustainable development of the company.
Based on the calculation of the maximum repurchase fund of 60 million yuan and the maximum repurchase price of 12 yuan / share, it is estimated that the number of repurchased shares accounts for about 0.3052% of the current total share capital of the company. After the repurchase, the equity structure of the company will not change significantly, the equity distribution of the company still meets the listing conditions of the company and will not change the status of the listed company.
All directors of the company promise that this share repurchase will not damage the debt performance ability and sustainable operation ability of the listed company.
(VIII) the situation of the directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the listed company in buying and selling the company's shares within six months before the board of directors makes the resolution on share repurchase, whether there is any explanation of insider trading and market manipulation alone or jointly with others, and the plan for increasing or decreasing holdings during the repurchase period; Reduction plan of shareholders holding more than 5% and their persons acting in concert in the next six months
Through self-examination, Mr. Fu yongbiao, the director and vice president of the company, reduced 5000 shares of the company by means of call auction on September 8, 2021, Mr. Song shewu reduced 200000 shares of the company by means of block trading on September 27, 2021, and Mr. Wang Ronghai reduced 10000 shares of the company by means of call auction on November 15, 2021, Mr. Yao Jianping, senior vice president of the company, reduced 1 million shares of the company by block trading on December 1, 2021. Before the above directors and senior managers reduced their shares of the company, the company did not plan to repurchase shares, and there was no insider trading and market manipulation.
In addition to the above reduction, other directors, supervisors, senior managers, controlling shareholders, persons acting in concert and shareholders holding more than 5% of the shares of the company did not buy or sell the shares of the company within six months before the deliberation of the board of directors, and there is no clear plan to increase or decrease the shares of the company in the next six months, There is also no line of insider trading and market manipulation alone or jointly with others
