Securities code: 688013 securities abbreviation: Touchstone International Medical Science Co.Ltd(688013) Announcement No.: 2022-004 Touchstone International Medical Science Co.Ltd(688013)
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:
Touchstone International Medical Science Co.Ltd(688013) (hereinafter referred to as “the company”) plans to repurchase some of the company’s shares this time. The main contents are as follows:
1. Purpose of shares to be repurchased: all repurchased shares will be used for employee stock ownership plan or equity incentive, and will be transferred within three years after the implementation result of share repurchase and the announcement date of share change; If the company fails to complete the transfer of the shares repurchased this time within three years after the implementation result of share repurchase and the announcement date of share change, the procedures for reducing the registered capital will be performed according to law, and the non transferred shares will be cancelled;
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 23.00/share (inclusive);
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: the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers, repurchase proponents and shareholders holding more than 5% have no plans to reduce the company’s shares in the next three months and six months.
Relevant risk tips
1. There is a risk that the stock price of the company continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure to implement the repurchase plan smoothly;
2. In case of major events that have a significant impact on the company’s stock trading price, or major changes in the company’s production and operation, financial situation and external objective conditions, or other events that lead to the decision of the board of directors to terminate the repurchase plan, there is a risk that the repurchase plan cannot be implemented smoothly or the repurchase plan can be changed or terminated according to relevant regulations;
If the above purpose is implemented within the time limit specified in the regulations, there is a risk of starting the cancellation procedure of the non transferred part of the shares;
4. If the regulatory authorities issue new normative documents related to repurchase, resulting in the need to adjust the risk of corresponding terms of repurchase according to the new regulatory regulations during the implementation of this repurchase.
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.
1、 Review and implementation procedures of repurchase scheme
(I) on February 8, 2022, the company held the 19th meeting of the first board of directors, deliberated and adopted the plan on repurchase of company shares by means of centralized bidding transaction. All directors of the company attended the meeting and adopted the proposal with 7 votes in favor, 0 abstention, 0 opposition and 0 avoidance. The independent directors expressed their independent opinions on this matter.
(II) according to articles 23 and 25 of the articles of association, the share repurchase plan does not need to be submitted to the general meeting of shareholders for deliberation.
(III) on February 3, 2022, Mr. Chen Wangyu, chairman, controlling shareholder and one of the actual controllers of the company, proposed to buy back the company’s shares to the board of directors of the company. The content of the proposal is to propose that the company repurchase part of the issued RMB common shares (A shares) of the company with its own funds through the trading system of Shanghai stock exchange through centralized bidding trading. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 9, 2022 Announcement on the proposal of the company’s chairman, controlling shareholder and one of the actual controllers to repurchase shares (2022-002) disclosed on the.
On February 8, 2022, the company held the 19th meeting of the first board of directors and considered and approved the above share repurchase proposal.
The time and procedures of the above proposals and the deliberation time and procedures of the board of directors are in line with the relevant provisions of the guidelines for self discipline supervision of listed companies No. 7 – share repurchase.
2、 Main contents of repurchase plan
(I) purpose and purpose of the company’s share repurchase
Based on the confidence in the company’s future development and recognition of the company’s value, in order to establish and improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s employees, effectively closely combine the interests of shareholders, the company and employees’ personal interests, and promote the healthy and sustainable development of the company, the company plans to repurchase shares through centralized bidding transaction. All repurchased shares will be used for employee stock ownership plan or equity incentive, and will be transferred within three years after the implementation result of share repurchase and the announcement date of share change; If the company fails to complete the transfer of the shares repurchased this time within three years after the implementation result of share repurchase and the announcement date of share change, the procedures for reducing the registered capital will be performed according to law, and the non transferred shares will be cancelled.
(II) types of shares to be repurchased: A shares.
(III) method of Share Repurchase: centralized bidding transaction.
(IV) repurchase period: within 12 months from the date when the repurchase plan is considered and approved by the board of directors of the company. 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 use amount of repurchase funds reaches the upper limit within the repurchase period, the implementation of the repurchase plan is completed and 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.
3. The company shall not repurchase shares during the following periods:
(1) If the announcement date is delayed due to special reasons within 10 trading days before the company’s annual report, semi annual report and quarterly report, it shall be calculated from 10 trading days before the original scheduled announcement date to the day before the announcement;
(2) Within 10 trading days before the announcement of the company’s performance forecast or performance express;
(3) From the date of occurrence of major events that may have a significant impact on the company’s stock trading price or in the process of decision-making to the date of disclosure according to law;
(4) Other circumstances prescribed by the CSRC and Shanghai Stock Exchange.
(V) purpose, quantity, proportion in the total share capital of the company and total capital of the shares to be repurchased
Total repurchase funds: no less than 50 million yuan (inclusive) and no more than 100 million yuan (inclusive).
Number of shares repurchased: calculated according to the upper limit of the repurchase amount of 100 million yuan and the upper limit of the repurchase price of 23.00 yuan / share, the number of shares repurchased is about 4347826 shares, accounting for about 5.43% of the total share capital of the company. According to the calculation of the repurchase lower limit of 50 million yuan and the repurchase price upper limit of 23.00 yuan / share, the number of repurchases is about 2173913 shares, accounting for about 2.72% 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.
Proportion of the total amount of funds to be repurchased in the total share capital of the company
Repurchase purpose repurchase implementation period limit (10000 yuan) (share) proportion (%)
Since the deliberation of the board of directors
For employee stock ownership plan
5000-10000 2173913-4347826 2.72-5.43 share repurchase scheme
Transfer or equity incentive
Within 12 months from the date of
The specific repurchase quantity and proportion in the total share capital of the company shall be subject to the actual repurchase situation of the company when the repurchase is completed or the repurchase implementation period expires. If the company implements ex rights and ex interests matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, stock reduction or allotment during the repurchase period, the company will adjust the number of repurchased shares accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
(VI) the price of this Repurchase: no more than RMB 23.00/share (inclusive), no more 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.
(VII) 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 its own funds.
(VIII) 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 23.00 yuan / share, assuming that all the shares repurchased are used to implement the employee stock ownership plan or equity incentive and are locked up, the changes in the company’s equity structure are expected to be as follows:
Before this repurchase, according to the upper limit of the repurchase amount, after the repurchase, according to the lower limit of the repurchase amount, the number of shares of the share class accounts for the proportion of the total share capital, the number of shares accounts for the proportion of the total share capital, the number of shares accounts for the proportion of the total share capital (shares) (cases (%) (shares) cases (%)
Circulation with limited sales conditions
Shares 42868000 53.59 47215826 59.02 45041913 56.30
Circulation without restriction
Shares 37132000 46.42 32784174 40.98 34958087 43.70
Total share capital 80000000 100.00 80000000 100.00 80000000 100.00
(IX) analysis of the possible impact of this share repurchase on the company’s daily operation, finance, R & D, profitability, debt performance, future development and maintaining its listing status
1. According to the repurchase plan, the repurchase funds will be paid at the right time within the repurchase period, which is flexible. As of September 30, 2021 (Unaudited), the total assets of the company were 527157300 yuan, the net assets attributable to the shareholders of the listed company were 499226600 yuan, and the current assets of the company were 451620500 yuan. According to the calculation of the maximum repurchase fund of 100 million yuan, accounting for 18.97%, 20.03% and 22.14% of the above indicators respectively. According to the company’s operation and future development plan, the company believes that the maximum share repurchase amount of RMB 100 million will not have a significant impact on the company’s operation, finance and future development, and the company is able to pay the repurchase price.
2. This share repurchase has little impact on the company’s solvency and other financial indicators. As of September 30, 2021 (Unaudited), the company’s asset liability ratio is 5.30%. The capital source of this share repurchase is the company’s own funds, which will not have a significant impact on the company’s solvency. The repurchased shares are used for employee stock ownership plan or equity incentive. By improving the cohesion of the core team and the core competitiveness of the enterprise, it will further improve the company’s profitability and other operating performance, which is conducive to the long-term, healthy and sustainable development of the company. Repurchasing shares will not damage the company’s debt performance ability and sustainable operation ability.
3. After the implementation of this share repurchase, the control right of the company will not change. The equity distribution of the company after the repurchase meets the conditions of the listed company and will not affect the listing status of the company.
(x) opinions of independent directors on 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 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 No. 7 – share repurchase and other laws, regulations and normative documents, The voting procedures of the board meeting shall comply with relevant laws, regulations and the articles of association.
2. The maximum share repurchase amount of RMB 100 million 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, establishing and 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. The source of funds the company intends to use for this repurchase is its own funds. This repurchase will not have a significant impact on the company’s operation, finance and future development, and will not lead to the company’s equity distribution not meeting the listing conditions. The share repurchase scheme is feasible.
5. This repurchase is implemented in the form of centralized bidding transaction, and there is no situation that damages the interests of the company and all shareholders, especially minority 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.
（11） The directors, supervisors, controlling shareholders, actual controllers and repurchase proponents of the company made a share repurchase decision at the board of directors
