Securities code: 300760 securities abbreviation: Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) Announcement No.: 2022-010 Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760)
Report on share repurchase
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) (hereinafter referred to as “the company”) plans to use its own funds to repurchase some social public shares of the company in the form of centralized bidding transaction. This repurchase of shares will be cancelled and the registered capital will be reduced according to law. The total amount of funds to be used for repurchase this time is RMB 1 million, and the repurchase price does not exceed RMB 400.00/share. Calculated according to the upper limit of the repurchase price, the number of repurchased shares is expected to be 2500000 shares. The specific number of repurchased shares is subject to the actual number of repurchased shares at the end of the repurchase. The repurchase period shall not exceed 12 months from the date when the shareholders’ meeting deliberates and approves the share repurchase plan.
2. The share repurchase plan has been deliberated and adopted at the 14th meeting of the seventh board of directors on January 13, 2022. The independent directors of the company have expressed their independent opinions, which have been deliberated and adopted in the form of special resolution at the first extraordinary general meeting of shareholders in 2022 on February 10, 2022.
3. The company has opened a special securities repurchase account in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
4. 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.
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 of the people’s Republic of China, the securities law of the people’s Republic of China, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, the company has prepared the repurchase report, with the specific contents as follows:
1、 Main contents of share repurchase plan
(I) purpose of share repurchase
Based on the recognition of the company’s confidence in its future development prospects and intrinsic value, in order to safeguard the interests of investors and enhance investor confidence, the company plans to use its own funds to repurchase some shares of the company in the form of centralized bidding transaction in combination with the company’s operation, main business development prospects, financial status and future profitability, The repurchased shares will be cancelled and the registered capital will be reduced according to law.
(II) the repurchased shares meet the relevant conditions
The shares repurchased by the company this time comply with the relevant conditions stipulated in the rules for share repurchases of listed companies and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchases of the CSRC:
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 shall, in principle, meet the listing conditions; If the company intends to terminate the listing and trading of its shares by repurchasing shares, it shall comply with relevant regulations and obtain the consent of Shenzhen Stock Exchange;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
(III) method and price range of share repurchase
1. Way of repurchasing shares: the shares repurchased this time are conducted by means of centralized bidding transaction;
2. Price range of repurchased shares: the repurchase price this time shall not exceed 400.00 yuan / share, and the upper limit of the repurchase 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. If the company has implemented dividend distribution, share distribution, conversion of capital reserve into share capital, stock subdivision, stock reduction, share allotment and other ex rights and ex interests during the share repurchase period, the price of repurchased shares shall be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange from the date of ex rights and ex interests of share price. The specific repurchase price will be determined according to the secondary market price of the company’s shares and the company’s financial situation during the implementation of the repurchase.
(IV) type, purpose, total amount, quantity and proportion of repurchased shares in the total share capital
1. Types of shares repurchased this time: RMB ordinary shares (A shares) issued by the company;
2. Purpose of this share repurchase: the shares repurchased this time will be cancelled and the registered capital will be reduced according to law;
3. The total capital, quantity and proportion of the shares repurchased in the current total share capital:
The total amount of funds used for repurchase this time is RMB 1 million. According to the calculation of the upper limit of repurchase price of 400.00 yuan / share, the number of repurchased shares is expected to be 2500000 shares, accounting for 0.2056% 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 expiration of the repurchase period.
(V) source of funds for share repurchase
The source of funds for this share repurchase is self owned funds.
(VI) implementation period of share repurchase
1. The implementation period of this share repurchase shall be within 12 months from the date when the shareholders’ meeting deliberates and approves the share 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.
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 within the repurchase period, 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.
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 the 10 trading days before the original scheduled announcement date;
(2) Within ten trading days before the announcement of the company’s quarterly report, performance forecast and performance express;
(3) From the date of disclosure to the date of the company’s decision-making, or from the date of major events that may have a significant impact on the company’s stock price;
(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.
(VII) expected changes in the company’s equity structure after repurchase
According to the calculation of the repurchase amount of RMB 1 million and the repurchase price ceiling of RMB 400.00/share, it is estimated that the number of shares repurchased is 2500000, and the proportion of shares repurchased accounts for about 0.2056% of the current total share capital of the company. The changes in the equity structure of the company after the cancellation of shares are as follows:
Types of shares before and after repurchase
Quantity (share) proportion (%); quantity (share) proportion (%)
Shares with limited sales conditions 975 0.00 975 0.00
Shares without sale conditions 1215690291 100.00 1213190291 100.00
Total number of shares 1215691266 100.00 1213191266 100.00
Note: the above changes do not take into account the impact of other factors, and are calculated by rounding. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
(VIII) the management’s analysis on the impact of this share repurchase on the company’s operation, profitability, 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
1. According to the repurchase plan, the repurchase funds will be paid at the right time within the repurchase period, which is flexible to a certain extent. As of September 30, 2021 (Unaudited), the total assets of the company are 35623730400 yuan, the net assets attributable to the shareholders of the parent company are 25800784200 yuan, and the monetary capital is 12856045200 yuan. The capital source of this share repurchase is the company’s own funds. According to the repurchase amount of 1 million yuan, the repurchase funds account for 2.81%, 3.88% and 7.78% of the above indicators respectively. As of September 30, 2021 (Unaudited), the company’s asset liability ratio was 27.53% and the current ratio was 2.4089. This share repurchase will not have a significant adverse impact on the company’s debt performance ability. From January to September in 2019, 2020 and 2021, the R & D investment of the company was 1.65 billion yuan, 2.096 billion yuan and 1.79 billion yuan respectively. After the share repurchase, the company still had sufficient funds to carry out R & D activities. The repurchased shares are used to cancel and reduce the registered capital of the company, which is conducive to safeguarding the interests of investors and enhancing investor confidence. Considering the above factors, this repurchase will not have a significant adverse impact on the company’s operation, profitability, finance, R & D, debt performance and future development.
2. If the total repurchase fund is 1 million yuan and the upper limit of repurchase price is 400.00 yuan / share, the number of repurchases is expected to be 2500000 shares, accounting for about 0.2056% of the current total share capital of the company. The implementation of the repurchase plan will not lead to the change of the company’s control. After the implementation of this repurchase, the equity distribution of the company still meets the conditions of listed companies and will not change the status of listed companies of the 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. (IX) the situation of the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert buying and selling the company’s shares six months before the board of directors makes the share repurchase resolution, whether there is any explanation of insider trading and market manipulation alone or jointly with others, and the plan for increasing or decreasing the company’s shares during the repurchase period; Reduction plan of shareholders holding more than 5% and their persons acting in concert in the next six months
The above-mentioned purchase of the company’s shares is based on its own judgment based on the performance of the company’s share price in the secondary market, in line with relevant laws and regulations, there is no conflict of interest with the repurchase plan, and there is no insider trading and market manipulation alone or jointly with others. In addition to the above circumstances, other directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the company do not buy or sell shares of the company, nor do they conduct insider trading and manipulate the market alone or jointly with others. As of the disclosure date of this report, the above personnel have no plans to increase or decrease their holdings during the repurchase period. It is confirmed that as of the disclosure date of this report, the controlling shareholders, actual controllers and persons acting in concert of the company have no plan to reduce the shares of the company in the next six months. Shareholders holding more than 5% of the shares other than the controlling shareholders, actual controllers and persons acting in concert of the company have no clear plan to reduce the shares of the company in the next six months, but the possibility of further reducing the shares of the company is not ruled out.
If the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert put forward a plan to increase or decrease their holdings during the repurchase period, or shareholders holding more than 5% and their persons acting in concert put forward a plan to reduce their holdings in the next six months, the company will strictly abide by the provisions of relevant laws and regulations and fulfill the obligation of information disclosure.
The company has registered relevant insiders in accordance with the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, and will perform the reporting obligation in accordance with relevant regulations.
(x) relevant arrangements for legal cancellation after share repurchase, as well as relevant arrangements for preventing infringement on the interests of creditors
The shares repurchased by the company will be cancelled and the registered capital will be reduced according to law. In accordance with the company law and other relevant provisions, the company has performed legal procedures such as notifying creditors after the shareholders’ meeting has made a resolution to buy back shares, so as to fully protect the legitimate rights and interests of creditors. For details, please refer to cninfo (www.cn. Info. Com. CN.) published on February 10, 2022 on the gem information disclosure website designated by China Securities Regulatory Commission Announcement on notifying creditors of share repurchase.
（11） Authorization matters
In order to successfully implement the company’s share repurchase plan, the general meeting of shareholders will be requested to authorize the board of directors to handle matters related to the share repurchase within the scope permitted by laws and regulations. The authorized contents and scope include but are not limited to:
(1) Formulate and implement a specific repurchase plan, choose the opportunity to repurchase the company’s shares during the repurchase period, including but not limited to the implementation time, price and quantity, and adjust the repurchase plan accordingly in accordance with the provisions of relevant laws and regulations, the articles of association, the requirements of securities regulatory authorities and the latest market situation.
(2) According to the actual repurchase, the relevant provisions in the articles of association related to the registered capital and total share capital shall be modified accordingly, and the industrial and commercial registration shall be handled for the record.
(3) In addition to the matters that need to be re voted by the general meeting of shareholders in accordance with relevant laws and regulations, normative documents and the articles of association, it is decided to continue and terminate the repurchase plan according to the market conditions, stock price performance, the actual situation of the company and other comprehensive decisions.
(4) Specifically set up special securities accounts for repurchase or other relevant securities accounts.
(5) Handle relevant approval matters, including but not limited to authorizing, signing, executing, modifying and completing all necessary documents, contracts, agreements and contracts related to this share repurchase.
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