Securities code: 601137 securities abbreviation: Ningbo Boway Alloy Material Co.Ltd(601137) Announcement No.: pro 2022-005 Ningbo Boway Alloy Material Co.Ltd(601137)
Announcement on the implementation results of share repurchase and share changes
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Review and approval of repurchase and contents of repurchase plan
Ningbo Boway Alloy Material Co.Ltd(601137) (hereinafter referred to as "the company") held the 27th meeting of the Fourth Board of directors on February 8, 2021, deliberated and adopted the proposal on repurchase of shares of the company through centralized bidding transaction, and agreed that the company would use its own funds to repurchase shares of the company through centralized bidding transaction, Used for the company's equity incentive to employees (hereinafter referred to as "this repurchase"). The total amount of funds the company intends to use for this repurchase shall not be less than RMB 100 million (inclusive), not more than RMB 200 million (inclusive), and the repurchase price shall not exceed RMB 15.00/share (inclusive); The implementation period of this repurchase shall not exceed 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 9, 2021 and February 19, 2021 And the announcement of Ningbo Boway Alloy Material Co.Ltd(601137) on share repurchase scheme by centralized bidding transaction (Announcement No.: pro 2021-007) and the repurchase report of Ningbo Boway Alloy Material Co.Ltd(601137) on share repurchase by centralized bidding transaction (Announcement No.: pro 2021-010) disclosed by the designated media.
As the annual equity distribution of the company in 2020 has been completed on June 23, 2021, according to the repurchase report, the upper limit of the share repurchase price is adjusted from 15.00 yuan / share (inclusive) to 14.83 yuan / share (inclusive). For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on June 24, 2021 And the announcement of the Ningbo Boway Alloy Material Co.Ltd(601137) on the adjustment of the price cap of repurchase shares after the 2020 annual equity allocation is announced by the designated media (Announcement No.: pro 2021-041).
2、 Implementation of repurchase
(I) on February 18, 2021, the company implemented the first repurchase through centralized bidding transaction. For details, please refer to the website of Shanghai Stock Exchange www.sse.com on February 19, 2021 com. cn. Announcement on the first repurchase of shares by means of centralized bidding transaction (Announcement No.: p.2021-011).
(II) as of February 7, 2022, the repurchase period has expired. The Company repurchased 1334000 shares through centralized bidding transaction, accounting for 0.17% of the company's total share capital. The highest transaction price is 10.75 yuan / share, the lowest transaction price is 10.57 yuan / share, and the total amount of funds paid is 14255794.24 yuan (excluding transaction costs). (III) the actual implementation of the company's repurchase plan is different from the originally disclosed repurchase plan. The specific differences are as follows:
According to the contents of the company's repurchase plan, the total capital of the company's shares to be repurchased this time shall not be less than RMB 100 million (inclusive) and not more than RMB 200 million (inclusive). If calculated according to the upper limit of share repurchase price of 15.00 yuan / share and the upper limit of repurchase amount of no more than 200 million yuan, the number of shares repurchased is expected to be about 13333333 shares, accounting for about 1.69% of the total share capital of the company before repurchase. Calculated according to the lower limit of repurchase amount of no less than 100 million yuan, the number of shares repurchased is expected to be about 667 shares, Accounting for about 0.84% of the total share capital of the company before repurchase.
If calculated according to the adjusted upper limit of share repurchase price of 14.83 yuan / share and calculated according to the upper limit of repurchase amount of no more than 200 million yuan, the number of shares repurchased is expected to be about 13486176 shares, accounting for about 1.71% of the total share capital of the company before repurchase. Calculated according to the lower limit of repurchase amount of no less than 100 million yuan, the number of shares repurchased is expected to be about 6743088 shares, About 0.85% of the company's total share capital before repurchase.
The actual number of shares repurchased by the company is 1334000, accounting for 0.17% of the total share capital of the company, and the total amount of funds paid is 14255794.24 yuan (excluding transaction costs).
The number of shares actually repurchased accounts for 19.78% of the lower limit specified in the repurchase plan (after the adjustment of the upper limit of the price of repurchased shares), and the total amount of funds actually used accounts for 14.26% of the lower limit specified in the repurchase plan. Both the number of repurchased shares and the total amount of funds used do not reach the lower limit of the repurchase plan.
Main reasons for the difference:
1. The purpose of this repurchase is to enhance investors' investment confidence in the company based on their confidence in the future sustainable development of the company and reasonable judgment on the value of the company, and use the shares repurchased in this repurchase for equity incentive to employees, fully mobilize the enthusiasm of the company's senior managers, core and backbone personnel, and effectively transfer the interests of shareholders The interests of the company and the personal interests of the core team are combined to make all parties work together more closely to promote the long-term development of the company.
2. However, due to the impact of covid-19 epidemic and other force majeure factors on the company's new energy business during the repurchase period, the company has been looking for appropriate repurchase opportunities outside the window period; However, later, due to the good development momentum of the new materials sector, the market was optimistic about the future development of the company, and the share price continued to be higher than the upper limit of the share repurchase price specified in the repurchase plan, resulting in the difference between the actual implementation of the repurchase plan of the company and the repurchase plan originally disclosed.
(IV) impact of the implementation of the share repurchase plan on the company
This repurchase will not have a significant adverse impact on the company's business activities, financial status and future development, change the company's control, change the company's status as a listed company, and the equity distribution still meets the listing conditions.
3、 Shares bought and sold by relevant entities during the repurchase period
The company first disclosed its share repurchase on February 9, 2021. For details, see the announcement of Ningbo Boway Alloy Material Co.Ltd(601137) on share repurchase scheme by centralized bidding transaction (Announcement No.: pro 2021-007) disclosed on the website of Shanghai Stock Exchange on February 9, 2021. The directors, supervisors, senior managers, controlling shareholders and actual controllers of the company did not buy or sell the company's shares from the date of the company's first disclosure of share repurchase to the day before this announcement.
4、 Table of equity structure of the company after repurchase
Class of shares before this repurchase and after the completion of this repurchase
Proportion of shares (%) proportion of shares (%)
Limited shares 70014142 8.86 70014142 8.86
Non tradable shares 720030830 91.14 720030830 91.14
Including: special certificate for repurchase 0 0 1334000 0.17 voucher account
Total number of shares 790044972 100 790044972 100
5、 Disposal arrangement of repurchased shares
The total number of shares repurchased by the company this time is 1334000, which is currently deposited in the company's special securities account for repurchase.
All the shares of the company will be used for share repurchase within 36 months after the completion of the company's share repurchase incentive plan. Subsequently, the company will perform decision-making procedures and information disclosure obligations in accordance with relevant regulations.
It is hereby announced.
Ningbo Boway Alloy Material Co.Ltd(601137)
Board of directors
February 9, 2022
